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 Global Select Market
|
(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
|
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o
|
Yes
|
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ý
|
No
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|
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|
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
|
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o
|
Yes
|
|
ý
|
No
|
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|
|
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.
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ý
|
Yes
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o
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No
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|
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).
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ý
|
Yes
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o
|
No
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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.
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ý
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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o
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Large accelerated filer
|
ý
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Emerging growth company
|
|
(Do not check if a smaller reporting company)
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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|||
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o
|
Yes
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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.
|
||
|
||
Item 16.
|
||
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
$1.7 billion
in direct premiums written
1
in
2017
and
$1.5 billion
in statutory surplus as of December 31,
2017
) 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,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Employers Mutual
1
|
|
0.82
|
|
|
0.81
|
|
|
0.74
|
|
EMCASCO
2
|
|
1.39
|
|
|
1.44
|
|
|
1.54
|
|
Illinois EMCASCO
2
|
|
1.39
|
|
|
1.44
|
|
|
1.52
|
|
Dakota Fire
2
|
|
1.46
|
|
|
1.51
|
|
|
1.59
|
|
EMC Property & Casualty Company
1
|
|
—
|
|
|
(0.27
|
)
|
|
0.65
|
|
Union Insurance Company of Providence
1
|
|
—
|
|
|
(0.27
|
)
|
|
0.65
|
|
Hamilton Mutual Insurance Company
1
|
|
(0.36
|
)
|
|
0.88
|
|
|
0.89
|
|
•
|
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.
|
•
|
Includes 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; homeowners policies purchased by individuals that provide protection against damage or loss to property (other than autos) owned by the individual; and umbrella 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,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
($ in thousands)
Line of business |
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Automobile
|
|
$
|
420,513
|
|
|
24.2
|
%
|
|
$
|
383,503
|
|
|
23.4
|
%
|
|
$
|
367,559
|
|
|
23.2
|
%
|
Property
|
|
436,084
|
|
|
25.1
|
%
|
|
421,792
|
|
|
25.8
|
%
|
|
403,567
|
|
|
25.5
|
%
|
|||
Workers' compensation
|
|
361,574
|
|
|
20.8
|
%
|
|
327,663
|
|
|
20.0
|
%
|
|
309,654
|
|
|
19.6
|
%
|
|||
Other liability
|
|
350,579
|
|
|
20.2
|
%
|
|
340,337
|
|
|
20.8
|
%
|
|
329,045
|
|
|
20.8
|
%
|
|||
Other
|
|
32,789
|
|
|
1.9
|
%
|
|
31,725
|
|
|
1.9
|
%
|
|
29,704
|
|
|
1.9
|
%
|
|||
Total commercial lines
|
|
1,601,539
|
|
|
92.2
|
%
|
|
1,505,020
|
|
|
91.9
|
%
|
|
1,439,529
|
|
|
91.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Personal lines
|
|
134,902
|
|
|
7.8
|
%
|
|
132,697
|
|
|
8.1
|
%
|
|
141,546
|
|
|
9.0
|
%
|
|||
Total
|
|
$
|
1,736,441
|
|
|
100.0
|
%
|
|
$
|
1,637,717
|
|
|
100.0
|
%
|
|
$
|
1,581,075
|
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
($ in thousands)
Line of business |
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Pro rata reinsurance
|
|
$
|
42,203
|
|
|
31.9
|
%
|
|
$
|
52,996
|
|
|
40.4
|
%
|
|
$
|
48,652
|
|
|
39.1
|
%
|
Excess of loss reinsurance
|
|
90,071
|
|
|
68.1
|
%
|
|
78,034
|
|
|
59.6
|
%
|
|
75,852
|
|
|
60.9
|
%
|
|||
Total
|
|
$
|
132,274
|
|
|
100.0
|
%
|
|
$
|
131,030
|
|
|
100.0
|
%
|
|
$
|
124,504
|
|
|
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,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
($ in thousands)
Domiciliary jurisdiction |
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Germany
|
|
$
|
4,200
|
|
|
2.9
|
%
|
|
$
|
6,724
|
|
|
4.8
|
%
|
|
$
|
3,672
|
|
|
2.7
|
%
|
Other foreign jurisdictions
1
|
|
14,428
|
|
|
10.1
|
%
|
|
13,749
|
|
|
9.7
|
%
|
|
14,018
|
|
|
10.4
|
%
|
|||
Domestic
|
|
124,423
|
|
|
87.0
|
%
|
|
120,690
|
|
|
85.5
|
%
|
|
117,641
|
|
|
86.9
|
%
|
|||
Total
|
|
$
|
143,051
|
|
|
100.0
|
%
|
|
$
|
141,163
|
|
|
100.0
|
%
|
|
$
|
135,331
|
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Property and casualty insurance
1
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss and settlement expense ratio
|
|
64.2
|
%
|
|
64.6
|
%
|
|
65.5
|
%
|
|
70.5
|
%
|
|
67.2
|
%
|
Expense ratio
|
|
34.5
|
%
|
|
33.9
|
%
|
|
33.4
|
%
|
|
32.0
|
%
|
|
35.0
|
%
|
Combined trade ratio
|
|
98.7
|
%
|
|
98.5
|
%
|
|
98.9
|
%
|
|
102.5
|
%
|
|
102.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reinsurance
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and settlement expense ratio
|
|
88.3
|
%
|
|
68.0
|
%
|
|
64.1
|
%
|
|
73.9
|
%
|
|
59.0
|
%
|
Expense ratio
|
|
23.6
|
%
|
|
24.4
|
%
|
|
24.9
|
%
|
|
24.5
|
%
|
|
23.7
|
%
|
Combined trade ratio
|
|
111.9
|
%
|
|
92.4
|
%
|
|
89.0
|
%
|
|
98.4
|
%
|
|
82.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total insurance operations
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and settlement expense ratio
|
|
69.6
|
%
|
|
65.5
|
%
|
|
65.2
|
%
|
|
71.2
|
%
|
|
65.2
|
%
|
Expense ratio
|
|
32.1
|
%
|
|
31.8
|
%
|
|
31.6
|
%
|
|
30.4
|
%
|
|
32.3
|
%
|
Combined trade ratio
|
|
101.7
|
%
|
|
97.3
|
%
|
|
96.8
|
%
|
|
101.6
|
%
|
|
97.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and casualty insurance industry averages
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and settlement expense ratio
|
|
78.2
|
%
|
|
72.7
|
%
|
|
69.8
|
%
|
|
69.3
|
%
|
|
67.7
|
%
|
Expense ratio
|
|
26.9
|
%
|
|
28.2
|
%
|
|
28.5
|
%
|
|
28.1
|
%
|
|
28.7
|
%
|
Combined trade ratio
|
|
105.1
|
%
|
|
100.9
|
%
|
|
98.3
|
%
|
|
97.4
|
%
|
|
96.4
|
%
|
($ in thousands)
Line of business |
|
Reported case and IBNR loss reserves
|
|
Allocated settlement expense reserves
|
|
Unallocated settlement expense reserves
|
|
Total
|
||||||||
Personal lines
|
|
$
|
(1,691
|
)
|
|
$
|
(89
|
)
|
|
$
|
119
|
|
|
$
|
(1,661
|
)
|
Commercial auto liability
|
|
2,619
|
|
|
1,251
|
|
|
(1,850
|
)
|
|
2,020
|
|
||||
Auto physical damage
|
|
(584
|
)
|
|
(78
|
)
|
|
424
|
|
|
(238
|
)
|
||||
Workers' compensation
|
|
(3,712
|
)
|
|
256
|
|
|
(421
|
)
|
|
(3,877
|
)
|
||||
Other liability
|
|
(10,167
|
)
|
|
1,432
|
|
|
(1,266
|
)
|
|
(10,001
|
)
|
||||
Commercial property
|
|
(1,590
|
)
|
|
(693
|
)
|
|
(52
|
)
|
|
(2,335
|
)
|
||||
Other
|
|
572
|
|
|
7
|
|
|
(221
|
)
|
|
358
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
(14,553
|
)
|
|
$
|
2,086
|
|
|
$
|
(3,267
|
)
|
|
$
|
(15,734
|
)
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Calendar
accident year |
|
Personal
lines |
|
Commercial
auto liability |
|
Auto
physical damage |
|
Workers'
compensation |
|
Other
liability |
|
Commercial
property |
|
Other
|
|
Total
|
||||||||||||||||
Prior
|
|
$
|
(44
|
)
|
|
$
|
(13
|
)
|
|
$
|
(41
|
)
|
|
$
|
7,394
|
|
|
$
|
2,585
|
|
|
$
|
(65
|
)
|
|
$
|
(24
|
)
|
|
$
|
9,792
|
|
2012
|
|
75
|
|
|
59
|
|
|
22
|
|
|
187
|
|
|
88
|
|
|
185
|
|
|
(18
|
)
|
|
598
|
|
||||||||
2013
|
|
(48
|
)
|
|
823
|
|
|
37
|
|
|
(153
|
)
|
|
(3,012
|
)
|
|
(104
|
)
|
|
(25
|
)
|
|
(2,482
|
)
|
||||||||
2014
|
|
(147
|
)
|
|
478
|
|
|
42
|
|
|
365
|
|
|
(1,554
|
)
|
|
205
|
|
|
74
|
|
|
(537
|
)
|
||||||||
2015
|
|
(372
|
)
|
|
803
|
|
|
(280
|
)
|
|
(1,693
|
)
|
|
(4,174
|
)
|
|
(1,139
|
)
|
|
1,139
|
|
|
(5,716
|
)
|
||||||||
2016
|
|
(1,244
|
)
|
|
1,720
|
|
|
(442
|
)
|
|
(9,556
|
)
|
|
(2,668
|
)
|
|
(1,365
|
)
|
|
(567
|
)
|
|
(14,122
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total
|
|
$
|
(1,780
|
)
|
|
$
|
3,870
|
|
|
$
|
(662
|
)
|
|
$
|
(3,456
|
)
|
|
$
|
(8,735
|
)
|
|
$
|
(2,283
|
)
|
|
$
|
579
|
|
|
$
|
(12,467
|
)
|
($ in thousands)
Line of business |
|
Reported case and IBNR loss reserves
|
|
Allocated settlement expense reserves
|
|
Unallocated settlement expense reserves
|
|
Total
|
||||||||
Personal lines
|
|
$
|
(1,242
|
)
|
|
$
|
(302
|
)
|
|
$
|
(33
|
)
|
|
$
|
(1,577
|
)
|
Commercial auto liability
|
|
6,807
|
|
|
(3,236
|
)
|
|
(1,222
|
)
|
|
2,349
|
|
||||
Auto physical damage
|
|
(1,850
|
)
|
|
(34
|
)
|
|
205
|
|
|
(1,679
|
)
|
||||
Workers' compensation
|
|
(11,271
|
)
|
|
(4,205
|
)
|
|
(844
|
)
|
|
(16,320
|
)
|
||||
Other liability
|
|
(2,709
|
)
|
|
(9,936
|
)
|
|
(523
|
)
|
|
(13,168
|
)
|
||||
Commercial property
|
|
1,296
|
|
|
982
|
|
|
174
|
|
|
2,452
|
|
||||
Other
|
|
(1,426
|
)
|
|
(163
|
)
|
|
(481
|
)
|
|
(2,070
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
(10,395
|
)
|
|
$
|
(16,894
|
)
|
|
$
|
(2,724
|
)
|
|
$
|
(30,013
|
)
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Calendar
accident year |
|
Personal
lines |
|
Commercial
auto liability |
|
Auto
physical damage |
|
Workers'
compensation |
|
Other
liability |
|
Commercial
property |
|
Other
|
|
Total
|
||||||||||||||||
Prior
|
|
$
|
(96
|
)
|
|
$
|
(490
|
)
|
|
$
|
(145
|
)
|
|
$
|
218
|
|
|
$
|
2,681
|
|
|
$
|
(158
|
)
|
|
$
|
(361
|
)
|
|
$
|
1,649
|
|
2011
|
|
(182
|
)
|
|
(277
|
)
|
|
(37
|
)
|
|
(770
|
)
|
|
(1,654
|
)
|
|
672
|
|
|
(83
|
)
|
|
(2,331
|
)
|
||||||||
2012
|
|
(243
|
)
|
|
(67
|
)
|
|
(72
|
)
|
|
(1,910
|
)
|
|
(3,435
|
)
|
|
296
|
|
|
(200
|
)
|
|
(5,631
|
)
|
||||||||
2013
|
|
(199
|
)
|
|
126
|
|
|
(116
|
)
|
|
(2,940
|
)
|
|
(495
|
)
|
|
557
|
|
|
(142
|
)
|
|
(3,209
|
)
|
||||||||
2014
|
|
(211
|
)
|
|
1,129
|
|
|
(204
|
)
|
|
(3,643
|
)
|
|
(2,231
|
)
|
|
(332
|
)
|
|
(163
|
)
|
|
(5,655
|
)
|
||||||||
2015
|
|
(613
|
)
|
|
3,150
|
|
|
(1,310
|
)
|
|
(6,431
|
)
|
|
(7,511
|
)
|
|
1,243
|
|
|
(640
|
)
|
|
(12,112
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total
|
|
$
|
(1,544
|
)
|
|
$
|
3,571
|
|
|
$
|
(1,884
|
)
|
|
$
|
(15,476
|
)
|
|
$
|
(12,645
|
)
|
|
$
|
2,278
|
|
|
$
|
(1,589
|
)
|
|
$
|
(27,289
|
)
|
($ in thousands)
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 line of business distribution
|
|
Development associated with the change in bulk case loss reserve accident year allocation factors
|
|
Total development on previously reported claims
|
||||||||||
Personal auto liability
|
|
$
|
(1,303
|
)
|
|
$
|
1,110
|
|
|
$
|
(1,389
|
)
|
|
$
|
13
|
|
|
$
|
(1,569
|
)
|
Commercial auto liability
|
|
(4,773
|
)
|
|
11,279
|
|
|
(4,418
|
)
|
|
384
|
|
|
2,472
|
|
|||||
Auto physical damage
|
|
(1,376
|
)
|
|
(266
|
)
|
|
35
|
|
|
11
|
|
|
(1,596
|
)
|
|||||
Workers' compensation
|
|
(16,106
|
)
|
|
11,668
|
|
|
1,253
|
|
|
166
|
|
|
(3,019
|
)
|
|||||
Other liability
|
|
(12,938
|
)
|
|
12,432
|
|
|
(1,861
|
)
|
|
(60
|
)
|
|
(2,427
|
)
|
|||||
Commercial property
|
|
(6,743
|
)
|
|
1,168
|
|
|
3,946
|
|
|
—
|
|
|
(1,629
|
)
|
|||||
Homeowners
|
|
(987
|
)
|
|
80
|
|
|
935
|
|
|
—
|
|
|
28
|
|
|||||
Bonds
|
|
7
|
|
|
(761
|
)
|
|
16
|
|
|
—
|
|
|
(738
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
(44,219
|
)
|
|
$
|
36,710
|
|
|
$
|
(1,483
|
)
|
|
$
|
514
|
|
|
$
|
(8,478
|
)
|
|
|
Development on IBNR loss reserves resulting from:
|
||||||||||||||||||||||
($ in thousands)
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
|
|
$
|
359
|
|
|
$
|
(35
|
)
|
|
$
|
(49
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
264
|
|
Commercial auto liability
|
|
890
|
|
|
(263
|
)
|
|
172
|
|
|
(336
|
)
|
|
(20
|
)
|
|
443
|
|
||||||
Auto physical damage
|
|
838
|
|
|
8
|
|
|
2
|
|
|
1
|
|
|
(5
|
)
|
|
844
|
|
||||||
Workers' compensation
|
|
769
|
|
|
(368
|
)
|
|
414
|
|
|
(414
|
)
|
|
19
|
|
|
420
|
|
||||||
Other liability
|
|
(2,102
|
)
|
|
(1,713
|
)
|
|
1,323
|
|
|
42
|
|
|
(302
|
)
|
|
(2,752
|
)
|
||||||
Commercial property
|
|
5,014
|
|
|
253
|
|
|
35
|
|
|
46
|
|
|
(59
|
)
|
|
5,289
|
|
||||||
Homeowners
|
|
363
|
|
|
29
|
|
|
(14
|
)
|
|
14
|
|
|
(11
|
)
|
|
381
|
|
||||||
Bonds
|
|
(593
|
)
|
|
62
|
|
|
21
|
|
|
(51
|
)
|
|
(35
|
)
|
|
(596
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
5,538
|
|
|
$
|
(2,027
|
)
|
|
$
|
1,904
|
|
|
$
|
(698
|
)
|
|
$
|
(424
|
)
|
|
$
|
4,293
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Losses and settlement expenses incurred:
|
|
|
|
|
|
|
||||||
Asbestos:
|
|
|
|
|
|
|
||||||
Property and casualty insurance
|
|
$
|
5,177
|
|
|
$
|
3,475
|
|
|
$
|
3,584
|
|
Reinsurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5,177
|
|
|
3,475
|
|
|
3,584
|
|
|||
Environmental:
|
|
|
|
|
|
|
|
|
|
|||
Property and casualty insurance
|
|
(97
|
)
|
|
652
|
|
|
304
|
|
|||
Reinsurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
(97
|
)
|
|
652
|
|
|
304
|
|
|||
Total losses and settlement expenses incurred
|
|
$
|
5,080
|
|
|
$
|
4,127
|
|
|
$
|
3,888
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Loss and settlement expense reserves:
|
|
|
|
|
|
|
||||||
Asbestos:
|
|
|
|
|
|
|
||||||
Property and casualty insurance
|
|
$
|
9,652
|
|
|
$
|
11,134
|
|
|
$
|
9,248
|
|
Reinsurance
|
|
332
|
|
|
359
|
|
|
385
|
|
|||
|
|
9,984
|
|
|
11,493
|
|
|
9,633
|
|
|||
Environmental:
|
|
|
|
|
|
|
|
|
|
|||
Property and casualty insurance
|
|
730
|
|
|
846
|
|
|
858
|
|
|||
Reinsurance
|
|
664
|
|
|
666
|
|
|
686
|
|
|||
|
|
1,394
|
|
|
1,512
|
|
|
1,544
|
|
|||
Total loss and settlement expense reserves
|
|
$
|
11,378
|
|
|
$
|
13,005
|
|
|
$
|
11,177
|
|
($ in thousands)
|
|
Percent of total reinsurance protection
|
|
A.M. Best rating
|
||
Property catastrophe, property per risk and casualty coverages
|
|
|
||||
Underwriters at Lloyd's of London
|
|
27.9
|
%
|
|
|
A
|
Mutual Reinsurance Bureau
|
|
12.7
|
%
|
|
|
(1)
|
Hannover Ruckversicherung AG
|
|
9.9
|
%
|
|
|
A+
|
R + V Versicherung AG
|
|
5.9
|
%
|
|
|
(2)
|
Swiss Reinsurance America Corporation
|
|
5.5
|
%
|
|
|
A+
|
Renaissance Reinsurance US Inc.
|
|
4.6
|
%
|
|
|
A
|
MAPFRE Re Compania De Reaseguros, SA
|
|
4.3
|
%
|
|
|
A
|
QBE Reinsurance Corporation
|
|
3.7
|
%
|
|
|
A
|
Tokio Milennium Re AG
|
|
3.5
|
%
|
|
|
A++
|
|
|
|
|
|
|
|
Fidelity and surety coverages
|
|
|
|
|
|
|
Transatlantic Reinsurance Company
|
|
31.6
|
%
|
|
|
A+
|
Hannover Ruckversicherung AG
|
|
21.4
|
%
|
|
|
A+
|
Axis Reinsurance Company
|
|
14.1
|
%
|
|
|
A+
|
Odyssey America Reinsurance Corp.
|
|
12.1
|
%
|
|
|
A
|
Everest Reinsurance Company
|
|
12.1
|
%
|
|
|
A+
|
Endurance Reinsurance Corporation of America
|
|
8.7
|
%
|
|
|
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, cyber liability 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. Two of the other member companies have an “A” (Excellent) rating from A.M. Best, while the other two have “A-” (Excellent) ratings.
|
(2)
|
R + V Versicherung AG is not rated by A.M. Best, but maintains an AA- rating from Standard & Poor’s.
|
|
|
Premiums written ceded
|
||||||||||
($ in thousands)
Reinsurer |
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
|
Total
|
||||||
Hartford Steam Boiler Inspection and Insurance Company
|
|
$
|
11,907
|
|
|
$
|
—
|
|
|
$
|
11,907
|
|
Underwriters at Lloyd's of London
|
|
1,588
|
|
|
2,837
|
|
|
4,425
|
|
|||
Transatlantic Reinsurance Company
|
|
1,582
|
|
|
1,750
|
|
|
3,332
|
|
|||
Country Mutual Insurance Company
|
|
—
|
|
|
2,982
|
|
|
2,982
|
|
|||
Hannover Ruckversicherung AG
|
|
2,240
|
|
|
—
|
|
|
2,240
|
|
|||
Tokio Millenium Re AG
|
|
66
|
|
|
1,065
|
|
|
1,131
|
|
|||
TOA Reinsurance Company of America
|
|
846
|
|
|
—
|
|
|
846
|
|
|||
Maiden Reinsurance North America Incorporated
|
|
829
|
|
|
—
|
|
|
829
|
|
|||
QBE Reinsurance Corporation
|
|
750
|
|
|
—
|
|
|
750
|
|
|||
Farm Service Preferred Insurance Company
|
|
705
|
|
|
—
|
|
|
705
|
|
|||
Other Reinsurers
|
|
4,327
|
|
|
1,526
|
|
|
5,853
|
|
|||
Total
|
|
$
|
24,840
|
|
|
$
|
10,160
|
|
|
$
|
35,000
|
|
($ in thousands)
Reinsurer |
|
Property and casualty insurance segment
|
||
Wisconsin Compensation Rating Bureau
|
|
$
|
7,912
|
|
Michigan Catastrophic Claims Association
|
|
1,015
|
|
|
Other Reinsurers
|
|
252
|
|
|
Total
|
|
$
|
9,179
|
|
|
|
Amount recoverable
|
|
|
|
|
|||||||||||
($ in thousands)
|
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
|
Total
|
|
Percent of total
|
|
A.M. Best rating
|
|||||||
Wisconsin Compensation Rating Bureau
|
|
$
|
7,944
|
|
|
$
|
—
|
|
|
$
|
7,944
|
|
|
17.9
|
%
|
|
(2)
|
Country Mutual Insurance Company
|
|
—
|
|
|
7,929
|
|
|
7,929
|
|
|
17.8
|
%
|
|
A+
|
|||
Hartford Steam Boiler Inspection and Insurance Company
|
|
6,844
|
|
|
—
|
|
|
6,844
|
|
|
15.4
|
%
|
|
A++
|
|||
Hannover Ruckversicherung AG
|
|
2,435
|
|
|
—
|
|
|
2,435
|
|
|
5.5
|
%
|
|
A+
|
|||
Transatlantic Reinsurance Company
|
|
1,509
|
|
|
729
|
|
|
2,238
|
|
|
5.1
|
%
|
|
A+
|
|||
Mutual Reinsurance Bureau
|
|
652
|
|
|
1,493
|
|
|
2,145
|
|
|
4.8
|
%
|
|
(1)
|
|||
Michigan Catastrophic Claims Association
|
|
2,138
|
|
|
—
|
|
|
2,138
|
|
|
4.8
|
%
|
|
(2)
|
|||
Underwriters at Lloyd's of London
|
|
788
|
|
|
959
|
|
|
1,747
|
|
|
3.9
|
%
|
|
A
|
|||
Workers' Compensation Reinsurance Association of Minnesota
|
|
1,072
|
|
|
—
|
|
|
1,072
|
|
|
2.4
|
%
|
|
(2)
|
|||
TOA Reinsurance Company of America
|
|
1,050
|
|
|
—
|
|
|
1,050
|
|
|
2.4
|
%
|
|
A
|
|||
Other Reinsurers
|
|
8,133
|
|
|
764
|
|
|
8,897
|
|
|
20.0
|
%
|
|
|
|||
|
|
$
|
32,565
|
|
|
$
|
11,874
|
|
|
$
|
44,439
|
|
(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. Two of the other member companies have an “A” (Excellent) rating from A.M. Best, while the other two have “A-” (Excellent) ratings.
|
(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,
2017
represents
$30.9 million
in unpaid losses and settlement expenses,
$727,000
in unpaid contingent commissions, and
$12.8 million
in prepaid reinsurance premiums. Employers Mutual settles with the pool participants (monthly) and the reinsurance subsidiary (quarterly) ceded paid losses and settlement expenses under the reinsurance contracts and provides full credit for the ceded paid losses and settlement expenses generated during the period (not just the collected portion). As a result, Employers Mutual's recoverable for paid losses and settlement expenses represents, to the Company, an off-balance sheet arrangement with an unconsolidated entity that results in credit-risk exposure that is not reflected in the Company’s financial statements. See note 1 of Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further discussion of off-balance sheet credit exposures.
|
|
|
December 31, 2017
|
|||||||||||||
($ in thousands)
|
|
Amortized
cost |
|
Fair
value |
|
Carrying value
|
|
Percent of total carrying value
|
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
1,253,166
|
|
|
$
|
1,275,016
|
|
|
$
|
1,275,016
|
|
|
82.8
|
%
|
Equity securities available-for-sale
|
|
144,274
|
|
|
228,115
|
|
|
228,115
|
|
|
14.8
|
%
|
|||
Short-term investments
|
|
23,613
|
|
|
23,613
|
|
|
23,613
|
|
|
1.5
|
%
|
|||
Other long-term investments
|
|
13,648
|
|
|
XXXX
|
|
|
13,648
|
|
|
0.9
|
%
|
|||
|
|
$
|
1,434,701
|
|
|
XXXX
|
|
|
$
|
1,540,392
|
|
|
100.0
|
%
|
|
|
Percent of equity portfolio
|
|
Financial services
|
|
21.1
|
%
|
Information technology
|
|
17.4
|
%
|
Healthcare
|
|
14.8
|
%
|
Consumer staples
|
|
6.8
|
%
|
Consumer discretionary
|
|
9.9
|
%
|
Energy
|
|
8.2
|
%
|
Industrials
|
|
13.8
|
%
|
Other
|
|
8.0
|
%
|
|
|
100.0
|
%
|
NAME
|
|
AGE
|
|
POSITION
|
Ian C. Asplund
|
|
37
|
|
Newly appointed Senior Vice President-Chief Analytics Officer of the Company and Employers Mutual effective 2018. Senior Vice President-Strategic Analytics of the Company and Employers Mutual from 2016 through 2017. Vice President-Chief Actuary of the Company and Employers Mutual from 2015 to 2016. Assistant Vice President of Employers Mutual from 2012 to 2014. He has been employed by Employers Mutual since 2003.
|
|
|
|
|
|
Dan D. Aksamit
|
|
53
|
|
Newly appointed Vice President-Chief Risk Officer of Employers Mutual effective 2018. Assistant Vice President of Employers Mutual from 2015 through 2017. He has been employed by Employers Mutual since 2004.
|
|
|
|
|
|
Jason R. Bogart
|
|
56
|
|
Newly appointed Senior Vice President-Chief Field Officer of the Company and Employers Mutual effective 2018. Senior Vice President of the Company and Senior Vice President of Branch Operations of Employers Mutual from 2013 through 2017. Vice President of the Company and Vice President of Branch Operations of Employers Mutual from 2010 to 2013. Resident Vice President-Lansing Branch of Employers Mutual from 2003 until 2010. He has been employed by Employers Mutual since 1993.
|
|
|
|
|
|
Bradley J. Fredericks
|
|
44
|
|
Senior Vice President-Chief Investment Officer of the Company and Employers Mutual since 2017. Vice President-Chief Investment Officer of the Company and Employers Mutual from 2014 to 2017. Assistant Vice President of Employers Mutual from 2013 to 2014. He has been employed by Employers Mutual since 2010.
|
|
|
|
|
|
Lisa L. Hamilton
|
|
63
|
|
Newly appointed Vice President-Chief Branding Officer of Employers Mutual effective 2018. Vice President of Employers Mutual from 2012 through 2017. Assistant Vice President of Employers Mutual from 2009 to 2012. She has been employed by Employers Mutual since 2002.
|
|
|
|
|
|
Rodney D. Hanson
|
|
62
|
|
Newly appointed Senior Vice President-Chief Information Officer of the Company and Employers Mutual effective 2018. Senior Vice President-Information Technology of the Company and Employers Mutual from 2013 through 2017. Vice President-Information Technology of the Company and Employers Mutual from 2003 to 2013. He has been employed by Employers Mutual since 1978.
|
|
|
|
|
|
Kevin J. Hovick
|
|
63
|
|
Executive Vice President and Chief Operating Officer of the Company and of Employers Mutual since 2011, retired effective January 2, 2018.
|
|
|
|
|
|
Scott R. Jean
|
|
46
|
|
Newly appointed Executive Vice President of Finance & Strategy of the Company and Employers Mutual effective 2018. Executive Vice President for Finance & Analytics of the Company and Employers Mutual from 2015 through 2017. Senior Vice President-Chief Actuary of the Company and Employers Mutual from 2014 to 2015. Vice President-Chief Actuary of the Company and of Employers Mutual from 2009 to 2014. He has been employed by Employers Mutual since 1993.
|
|
|
|
|
|
Bruce G. Kelley
|
|
63
|
|
President and Chief Executive Officer of the Company and Employers Mutual since 1992. Reappointed Treasurer of the Company and Employers Mutual in 2014 (previously held that title for Employers Mutual from 1996 to 2000 and the Company from 1996 to 2001). President and Chief Operating Officer of the Company and Employers Mutual from 1991 to 1992 and Executive Vice President of the Company and Employers Mutual from 1989 to 1991. He has been employed by Employers Mutual since 1985.
|
|
|
|
|
|
Meyer T. Lehman
|
|
42
|
|
Senior Vice President-Chief Actuarial Officer of the Company and Employers Mutual upon his hiring in 2017. Prior to joining Employers Mutual he was Product Management Vice President & Chief Actuarial Officer of Continental Western Group & Berkley Agribusiness Risk Specialists from 2012 to 2017.
|
|
|
|
|
|
Robert L. Link
|
|
60
|
|
Newly appointed Senior Vice President-Chief Administrative Officer and Assistant Secretary of the Company and Senior Vice President-Chief Administrative Officer and Corporate Secretary of Employers Mutual effective 2018. Senior Vice President and Assistant Secretary of the Company and Senior Vice President and Corporate Secretary-Administration of Employers Mutual from 2012 through 2017. Vice President of the Company from 2007 to 2012 and Vice President and Corporate Secretary-Administration of Employers Mutual from 2005 to 2012. He has been employed by Employers Mutual since 1977.
|
|
|
|
|
|
Mick A. Lovell
|
|
55
|
|
Newly appointed Executive Vice President of Operations of the Company and Employers Mutual effective 2018. Executive Vice President for Corporate Development of the Company and Employers Mutual from 2015 through 2017. Senior Vice President for Corporate Development of the Company and Employers Mutual from 2014 to 2015. Vice President of the Company and Vice President-Business Development of Employers Mutual from 2011 to 2014. 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
|
|
48
|
|
Newly appointed Senior Vice President-Chief Human Resources Officer of the Company and Employers Mutual effective 2018. Senior Vice President of the Company and Senior Vice President-Human Resources of Employers Mutual from 2014 through 2017. Vice President of the Company and Vice President-Human Resources of Employers Mutual from 2010 to 2014. She has been employed by Employers Mutual since 2010.
|
|
|
|
|
|
Larry W. Phillips
|
|
64
|
|
Newly appointed Senior Vice President-Chief Business Development Officer of the Company and Employers Mutual effective 2018. Senior Vice President-Business Development of the Company and Employers Mutual from 2015 through 2017. Vice President-Underwriting of Employers Mutual from 2013 to 2015. He has been employed by Employers Mutual since 2012. Prior to joining Employers Mutual he was Executive Director of the Iowa Fair Plan from 2011 to 2012.
|
|
|
|
|
|
Mark E. Reese
|
|
60
|
|
Senior Vice President and Chief Financial Officer of the Company and of Employers Mutual since 2004. Vice President of the Company and Employers Mutual from 1996 to 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
|
|
58
|
|
Newly appointed Senior Vice President-Chief Claims Officer of the Company and Employers Mutual effective 2018. Senior Vice President-Claims of the Company and Employers Mutual from 2013 through 2017. 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.
|
|
|
|
|
|
Todd A. Strother
|
|
49
|
|
Newly appointed Senior Vice President-Chief Legal Officer and Secretary of the Company and Senior Vice President-Chief Legal Officer of Employers Mutual effective 2018. Vice President-General Counsel and Secretary of the Company and Vice President-General Counsel of Employers Mutual from 2016 through 2017. Prior to joining Employers Mutual he was an attorney and shareholder with Bradshaw, Fowler, Proctor & Fairgrave, P.C. from 1999 to 2016.
|
•
|
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.
|
•
|
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.
|
•
|
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 agreement and the inter-company reinsurance programs between Employers Mutual and the Company’s reinsurance subsidiary and property and casualty insurance subsidiaries;
|
•
|
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.
|
•
|
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
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
Quarter:
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
||||||||||||||||
High
|
|
$
|
31.47
|
|
|
$
|
29.06
|
|
|
$
|
28.88
|
|
|
$
|
32.19
|
|
|
$
|
25.99
|
|
|
$
|
28.01
|
|
|
$
|
29.01
|
|
|
$
|
31.18
|
|
Low
|
|
27.00
|
|
|
25.97
|
|
|
26.81
|
|
|
27.51
|
|
|
21.62
|
|
|
24.02
|
|
|
24.71
|
|
|
23.45
|
|
||||||||
Period-end close
|
|
28.06
|
|
|
27.78
|
|
|
28.15
|
|
|
28.69
|
|
|
25.65
|
|
|
27.72
|
|
|
26.93
|
|
|
30.01
|
|
||||||||
Cash dividends
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.21
|
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
EMC Insurance Group Inc
|
|
$
|
100.00
|
|
|
$
|
132.28
|
|
|
$
|
157.88
|
|
|
$
|
174.16
|
|
|
$
|
212.73
|
|
|
$
|
209.58
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
141.63
|
|
|
162.09
|
|
|
173.33
|
|
|
187.19
|
|
|
242.29
|
|
||||||
Peer Group Index
|
|
100.00
|
|
|
135.37
|
|
|
148.07
|
|
|
170.49
|
|
|
207.54
|
|
|
203.95
|
|
Period
|
|
(a) Total
number of shares (or units) purchased |
|
(b) Average
price paid per share (or unit) |
|
(c) Total number
of shares (or units) purchased as part of publicly announced plans or programs 1 |
|
(d) Maximum number
(or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs ($ in thousands) 1, 2, 3 |
||||||
10/1/17 - 10/31/17
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
19,108
|
|
11/1/17 - 11/30/17
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,108
|
|
||
12/1/17 - 12/31/17
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,108
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Insurance premiums earned
|
|
$
|
607,158
|
|
|
$
|
592,408
|
|
|
$
|
570,266
|
|
|
$
|
540,722
|
|
|
$
|
515,506
|
|
|
$
|
458,846
|
|
|
$
|
416,402
|
|
|
$
|
389,122
|
|
|
$
|
384,011
|
|
|
$
|
389,318
|
|
Net investment income
|
|
45,479
|
|
|
47,490
|
|
|
45,582
|
|
|
46,465
|
|
|
43,022
|
|
|
44,145
|
|
|
46,111
|
|
|
49,489
|
|
|
47,759
|
|
|
48,403
|
|
||||||||||
Realized investment gains (losses)
|
|
6,556
|
|
|
4,074
|
|
|
6,153
|
|
|
4,349
|
|
|
8,997
|
|
|
8,017
|
|
|
9,303
|
|
|
3,869
|
|
|
17,922
|
|
|
(24,456
|
)
|
||||||||||
Other income (loss)
|
|
(348
|
)
|
|
1,011
|
|
|
1,725
|
|
|
2,931
|
|
|
460
|
|
|
834
|
|
|
828
|
|
|
783
|
|
|
756
|
|
|
627
|
|
||||||||||
Total revenues
|
|
658,845
|
|
|
644,983
|
|
|
623,726
|
|
|
594,467
|
|
|
567,985
|
|
|
511,842
|
|
|
472,644
|
|
|
443,263
|
|
|
450,448
|
|
|
413,892
|
|
||||||||||
Losses and expenses
|
|
619,029
|
|
|
581,776
|
|
|
552,070
|
|
|
553,560
|
|
|
507,132
|
|
|
460,209
|
|
|
483,636
|
|
|
400,814
|
|
|
389,021
|
|
|
425,132
|
|
||||||||||
Income (loss) before income tax expense (benefit)
|
|
39,816
|
|
|
63,207
|
|
|
71,656
|
|
|
40,907
|
|
|
60,853
|
|
|
51,633
|
|
|
(10,992
|
)
|
|
42,449
|
|
|
61,427
|
|
|
(11,240
|
)
|
||||||||||
Income tax expense (benefit)
|
|
578
|
|
|
17,004
|
|
|
21,494
|
|
|
10,915
|
|
|
17,334
|
|
|
13,667
|
|
|
(8,255
|
)
|
|
11,100
|
|
|
16,770
|
|
|
(8,917
|
)
|
||||||||||
Net income (loss)
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
|
$
|
29,992
|
|
|
$
|
43,519
|
|
|
$
|
37,966
|
|
|
$
|
(2,737
|
)
|
|
$
|
31,349
|
|
|
$
|
44,657
|
|
|
$
|
(2,323
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income (loss) per common share - basic and diluted:
|
|
$
|
1.84
|
|
|
$
|
2.20
|
|
|
$
|
2.43
|
|
|
$
|
1.48
|
|
|
$
|
2.22
|
|
|
$
|
1.96
|
|
|
$
|
(0.14
|
)
|
|
$
|
1.60
|
|
|
$
|
2.25
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Premiums earned by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property and casualty insurance
|
|
$
|
472,369
|
|
|
$
|
456,467
|
|
|
$
|
447,197
|
|
|
$
|
422,381
|
|
|
$
|
392,719
|
|
|
$
|
357,139
|
|
|
$
|
321,649
|
|
|
$
|
305,647
|
|
|
$
|
308,079
|
|
|
$
|
315,598
|
|
Reinsurance
|
|
134,789
|
|
|
135,941
|
|
|
123,069
|
|
|
118,341
|
|
|
122,787
|
|
|
101,707
|
|
|
94,753
|
|
|
83,475
|
|
|
75,932
|
|
|
73,720
|
|
||||||||||
Total
|
|
$
|
607,158
|
|
|
$
|
592,408
|
|
|
$
|
570,266
|
|
|
$
|
540,722
|
|
|
$
|
515,506
|
|
|
$
|
458,846
|
|
|
$
|
416,402
|
|
|
$
|
389,122
|
|
|
$
|
384,011
|
|
|
$
|
389,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
|
$
|
1,681,940
|
|
|
$
|
1,588,813
|
|
|
$
|
1,535,955
|
|
|
$
|
1,497,820
|
|
|
$
|
1,374,501
|
|
|
$
|
1,290,709
|
|
|
$
|
1,224,031
|
|
|
$
|
1,182,006
|
|
|
$
|
1,159,997
|
|
|
$
|
1,103,022
|
|
Stockholders' equity
|
|
$
|
603,846
|
|
|
$
|
553,342
|
|
|
$
|
524,938
|
|
|
$
|
502,886
|
|
|
$
|
455,210
|
|
|
$
|
401,209
|
|
|
$
|
352,341
|
|
|
$
|
362,853
|
|
|
$
|
336,627
|
|
|
$
|
277,840
|
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average return on equity
|
|
6.8
|
%
|
|
8.6
|
%
|
|
9.8
|
%
|
|
6.3
|
%
|
|
10.2
|
%
|
|
10.1
|
%
|
|
(0.8
|
)%
|
|
9.0
|
%
|
|
14.5
|
%
|
|
(0.7
|
)%
|
||||||||||
Book value per share
|
|
$
|
28.14
|
|
|
$
|
26.07
|
|
|
$
|
25.26
|
|
|
$
|
24.72
|
|
|
$
|
22.81
|
|
|
$
|
20.72
|
|
|
$
|
18.24
|
|
|
$
|
18.71
|
|
|
$
|
17.11
|
|
|
$
|
13.96
|
|
Dividends paid per share
|
|
$
|
0.85
|
|
|
$
|
0.78
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
0.54
|
|
|
$
|
0.51
|
|
|
$
|
0.49
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
Property and casualty insurance subsidiaries' aggregate pool percentage
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
||||||||||
Reinsurance subsidiary's quota share percentage
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
||||||||||
Closing stock price
|
|
$
|
28.69
|
|
|
$
|
30.01
|
|
|
$
|
25.30
|
|
|
$
|
23.64
|
|
|
$
|
20.41
|
|
|
$
|
15.92
|
|
|
$
|
13.71
|
|
|
$
|
15.10
|
|
|
$
|
14.34
|
|
|
$
|
17.10
|
|
Net investment yield (pre-tax)
|
|
3.25
|
%
|
|
3.53
|
%
|
|
3.55
|
%
|
|
3.81
|
%
|
|
3.80
|
%
|
|
4.17
|
%
|
|
4.49
|
%
|
|
4.89
|
%
|
|
4.87
|
%
|
|
5.00
|
%
|
||||||||||
Cash dividends to closing stock price
|
|
3.0
|
%
|
|
2.6
|
%
|
|
2.7
|
%
|
|
2.7
|
%
|
|
2.8
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
2.8
|
%
|
||||||||||
Common shares outstanding
|
|
21,455,545
|
|
|
21,222,535
|
|
|
20,780,439
|
|
|
20,344,409
|
|
|
19,958,980
|
|
|
19,364,127
|
|
|
19,313,387
|
|
|
19,391,517
|
|
|
19,671,722
|
|
|
19,901,502
|
|
||||||||||
Statutory trade combined ratio
|
|
101.7
|
%
|
|
97.3
|
%
|
|
96.8
|
%
|
|
101.6
|
%
|
|
97.5
|
%
|
|
99.0
|
%
|
|
115.6
|
%
|
|
102.1
|
%
|
|
100.3
|
%
|
|
109.1
|
%
|
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 U.S. federal corporate tax law;
|
•
|
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,
|
||||||
($ in thousands)
Line of business |
|
2017
|
|
2016
|
||||
Commercial lines:
|
|
|
|
|
||||
Automobile
|
|
$
|
118,666
|
|
|
$
|
107,328
|
|
Property
|
|
37,477
|
|
|
36,303
|
|
||
Workers' compensation
|
|
156,632
|
|
|
154,435
|
|
||
Liability
|
|
173,394
|
|
|
170,580
|
|
||
Other
|
|
3,410
|
|
|
2,193
|
|
||
Total commercial lines
|
|
489,579
|
|
|
470,839
|
|
||
|
|
|
|
|
||||
Personal lines
|
|
13,285
|
|
|
15,548
|
|
||
Total property and casualty insurance segment
|
|
$
|
502,864
|
|
|
$
|
486,387
|
|
($ in thousands)
Line of business |
|
After-tax impact on earnings from a one percent variance in the projected inflationary trend
|
||
Personal auto liability
|
|
$(65)
|
to
|
$66
|
Commercial auto liability
|
|
(1,223)
|
to
|
1,248
|
Auto physical damage
|
|
(11)
|
to
|
9
|
Workers' compensation
|
|
(4,184)
|
to
|
4,752
|
Other liability
|
|
(4,401)
|
to
|
4,891
|
Property
|
|
(302)
|
to
|
309
|
Homeowners
|
|
(23)
|
to
|
23
|
($ in thousands)
Line of business |
|
After-tax impact on earnings from a one percent variance in loss reserves
|
||
Personal auto liability
|
|
$(46)
|
to
|
$47
|
Commercial auto liability
|
|
(647)
|
to
|
660
|
Auto physical damage
|
|
(6)
|
to
|
6
|
Workers' compensation
|
|
(806)
|
to
|
823
|
Other liability
|
|
(801)
|
to
|
817
|
Property
|
|
(237)
|
to
|
242
|
Homeowners
|
|
(25)
|
to
|
25
|
($ in thousands)
Line of business |
|
After-tax impact on earnings from a one percent variance in allocated settlement expense reserves
|
||
Personal auto liability
|
|
$(6)
|
to
|
$6
|
Commercial auto liability
|
|
(72)
|
to
|
73
|
Auto physical damage
|
|
(2)
|
to
|
2
|
Workers' compensation
|
|
(84)
|
to
|
85
|
Other liability
|
|
(313)
|
to
|
319
|
Property
|
|
(32)
|
to
|
33
|
Homeowners
|
|
(2)
|
to
|
2
|
|
|
December 31,
|
||||||
($ in thousands)
Line of business |
|
2017
|
|
2016
|
||||
Pro rata reinsurance
|
|
$
|
58,087
|
|
|
$
|
60,412
|
|
Excess of loss reinsurance
|
|
171,661
|
|
|
143,733
|
|
||
Total reinsurance segment
|
|
$
|
229,748
|
|
|
$
|
204,145
|
|
|
|
Reinsurance segment
|
||||||
($ in thousands)
|
|
MRB
|
|
HORAD
|
||||
(1) One percent variance in case loss reserve adequacy from the level anticipated in the incurred loss projection factors
|
|
$(102)
|
to
|
$104
|
|
$(1,465)
|
to
|
$1,494
|
|
|
|
|
|
|
|
|
|
(2) One percent variance in the implicit annual claims inflation rate
|
|
(503)
|
to
|
555
|
|
(3,790)
|
to
|
4,160
|
|
|
|
|
|
|
|
|
|
(3) One percent variance in IBNR losses from the level anticipated in the loss projection factors
|
|
(80)
|
to
|
80
|
|
(775)
|
to
|
775
|
|
|
|
|
|
|
|
|
|
(4) One percent variance in the expected loss ratios used with the Bornhuetter-Ferguson method
|
|
(65)
|
to
|
65
|
|
(956)
|
to
|
956
|
|
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
||||||||||||||||||||
($ in thousands)
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
||||||||||||
Reserves at:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
4,161
|
|
|
$
|
3,203
|
|
|
$
|
2,577
|
|
|
$
|
118
|
|
|
$
|
214
|
|
|
$
|
—
|
|
Environmental
|
|
182
|
|
|
268
|
|
|
280
|
|
|
58
|
|
|
606
|
|
|
—
|
|
||||||
Products
1
|
|
9,133
|
|
|
5,337
|
|
|
14,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,950
|
|
|
47,178
|
|
|
3,953
|
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
5,075
|
|
|
$
|
3,566
|
|
|
$
|
2,828
|
|
|
$
|
125
|
|
|
$
|
234
|
|
|
$
|
—
|
|
Environmental
|
|
178
|
|
|
377
|
|
|
292
|
|
|
60
|
|
|
607
|
|
|
—
|
|
||||||
Products
1
|
|
9,209
|
|
|
5,673
|
|
|
7,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,482
|
|
|
44,701
|
|
|
3,697
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
4,360
|
|
|
$
|
3,015
|
|
|
$
|
2,193
|
|
|
$
|
136
|
|
|
$
|
250
|
|
|
$
|
—
|
|
Environmental
|
|
91
|
|
|
446
|
|
|
320
|
|
|
46
|
|
|
640
|
|
|
—
|
|
||||||
Products
1
|
|
7,872
|
|
|
6,680
|
|
|
9,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,142
|
|
|
48,350
|
|
|
3,029
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Paid during:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
1,252
|
|
|
|
|
$
|
5,412
|
|
|
$
|
25
|
|
|
|
|
$
|
1
|
|
||||
Environmental
|
|
9
|
|
|
|
|
10
|
|
|
2
|
|
|
|
|
—
|
|
||||||||
Products
1
|
|
2,840
|
|
|
|
|
6,856
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
14,136
|
|
|
|
|
1,890
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
605
|
|
|
|
|
$
|
986
|
|
|
$
|
24
|
|
|
|
|
$
|
3
|
|
||||
Environmental
|
|
(8
|
)
|
|
|
|
28
|
|
|
20
|
|
|
|
|
—
|
|
||||||||
Products
1
|
|
1,651
|
|
|
|
|
2,509
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
13,479
|
|
|
|
|
1,913
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
1,477
|
|
|
|
|
$
|
887
|
|
|
$
|
19
|
|
|
|
|
$
|
8
|
|
||||
Environmental
|
|
—
|
|
|
|
|
30
|
|
|
52
|
|
|
|
|
—
|
|
||||||||
Products
1
|
|
2,744
|
|
|
|
|
2,138
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
8,681
|
|
|
|
|
2,077
|
|
|
|
Asbestos
|
|
Environmental
|
|
Products
|
|||
2017
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
1,691
|
|
|
10
|
|
|
1,474
|
|
Reported
|
|
537
|
|
|
7
|
|
|
589
|
|
Disposed
|
|
989
|
|
|
3
|
|
|
556
|
|
|
|
|
|
|
|
|
|||
2016
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
2,143
|
|
|
6
|
|
|
1,441
|
|
Reported
|
|
475
|
|
|
6
|
|
|
635
|
|
Disposed
|
|
474
|
|
|
4
|
|
|
674
|
|
|
|
|
|
|
|
|
|||
2015
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
2,142
|
|
|
4
|
|
|
1,480
|
|
Reported
|
|
480
|
|
|
1
|
|
|
594
|
|
Disposed
|
|
2,605
|
|
|
—
|
|
|
628
|
|
|
|
Range of reserve estimates
|
|
After-tax impact on earnings
|
||||||||||||||||
($ in thousands)
|
|
High
|
|
Low
|
|
Carried
|
|
Reserves at high
|
|
Reserves at low
|
||||||||||
Property and casualty insurance segment
|
|
$
|
504,479
|
|
|
$
|
439,243
|
|
|
$
|
483,175
|
|
|
$
|
(13,848
|
)
|
|
$
|
28,556
|
|
Reinsurance segment
|
|
232,695
|
|
|
191,124
|
|
|
220,612
|
|
|
(7,854
|
)
|
|
19,167
|
|
|||||
|
|
$
|
737,174
|
|
|
$
|
630,367
|
|
|
$
|
703,787
|
|
|
$
|
(21,702
|
)
|
|
$
|
47,723
|
|
|
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 market 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, thus limiting the confidence gained from this validation technique.
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Property and casualty insurance
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
$
|
472,369
|
|
|
$
|
456,467
|
|
|
$
|
447,197
|
|
Losses and settlement expenses
|
|
302,973
|
|
|
294,369
|
|
|
291,883
|
|
|||
Acquisition and other expenses
|
|
161,477
|
|
|
158,756
|
|
|
147,360
|
|
|||
Underwriting profit
|
|
$
|
7,919
|
|
|
$
|
3,342
|
|
|
$
|
7,954
|
|
|
|
|
|
|
|
|
||||||
GAAP ratios:
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
64.1
|
%
|
|
64.5
|
%
|
|
65.3
|
%
|
|||
Acquisition expense ratio
|
|
34.2
|
%
|
|
34.8
|
%
|
|
32.9
|
%
|
|||
Combined ratio
|
|
98.3
|
%
|
|
99.3
|
%
|
|
98.2
|
%
|
|||
|
|
|
|
|
|
|
||||||
Reconciliation of loss and settlement expense ratio to underlying loss and settlement expense ratio
1
:
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
64.1
|
%
|
|
64.5
|
%
|
|
65.3
|
%
|
|||
Catastrophe and storm losses
|
|
(6.3
|
)%
|
|
(7.7
|
)%
|
|
(6.6
|
)%
|
|||
Favorable development on prior years' reserves
|
|
3.3
|
%
|
|
5.4
|
%
|
|
3.0
|
%
|
|||
Underlying loss and settlement expense ratio
|
|
61.1
|
%
|
|
62.2
|
%
|
|
61.7
|
%
|
|||
|
|
|
|
|
|
|
||||||
Favorable development on prior years' reserves
2
|
|
$
|
(15,735
|
)
|
|
$
|
(24,421
|
)
|
|
$
|
(13,416
|
)
|
|
|
|
|
|
|
|
||||||
Catastrophe and storm losses
|
|
$
|
29,587
|
|
|
$
|
35,299
|
|
|
$
|
29,609
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Reinsurance
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
$
|
134,789
|
|
|
$
|
135,941
|
|
|
$
|
123,069
|
|
Losses and settlement expenses
|
|
118,996
|
|
|
92,528
|
|
|
78,853
|
|
|||
Acquisition and other expenses
|
|
31,849
|
|
|
33,059
|
|
|
30,947
|
|
|||
Underwriting profit (loss)
|
|
$
|
(16,056
|
)
|
|
$
|
10,354
|
|
|
$
|
13,269
|
|
|
|
|
|
|
|
|
||||||
GAAP ratios:
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
88.3
|
%
|
|
68.1
|
%
|
|
64.1
|
%
|
|||
Acquisition expense ratio
|
|
23.6
|
%
|
|
24.3
|
%
|
|
25.1
|
%
|
|||
Combined ratio
|
|
111.9
|
%
|
|
92.4
|
%
|
|
89.2
|
%
|
|||
|
|
|
|
|
|
|
||||||
Favorable development on prior years' reserves
2
|
|
$
|
(3,884
|
)
|
|
$
|
(10,928
|
)
|
|
$
|
(22,316
|
)
|
|
|
|
|
|
|
|
||||||
Catastrophe and storm losses
|
|
$
|
30,230
|
|
|
$
|
12,608
|
|
|
$
|
14,765
|
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
($ in thousands)
|
|
Premiums earned
|
|
Losses and settlement expenses
|
|
Loss and settlement expense ratio
|
|
Premiums earned
|
|
Losses and settlement expenses
|
|
Loss and settlement expense ratio
|
||||||||||
Property and casualty insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automobile
|
|
$
|
118,224
|
|
|
$
|
100,915
|
|
|
85.4
|
%
|
|
$
|
110,941
|
|
|
$
|
93,364
|
|
|
84.2
|
%
|
Property
|
|
108,162
|
|
|
59,638
|
|
|
55.1
|
%
|
|
105,012
|
|
|
64,509
|
|
|
61.4
|
%
|
||||
Workers' compensation
|
|
100,552
|
|
|
57,332
|
|
|
57.0
|
%
|
|
96,517
|
|
|
51,371
|
|
|
53.2
|
%
|
||||
Other liability
|
|
98,674
|
|
|
56,021
|
|
|
56.8
|
%
|
|
96,630
|
|
|
56,738
|
|
|
58.7
|
%
|
||||
Other
|
|
8,719
|
|
|
1,655
|
|
|
19.0
|
%
|
|
8,374
|
|
|
(12
|
)
|
|
(0.1
|
)%
|
||||
Total commercial lines
|
|
434,331
|
|
|
275,561
|
|
|
63.4
|
%
|
|
417,474
|
|
|
265,970
|
|
|
63.7
|
%
|
||||
Personal lines
|
|
38,038
|
|
|
27,412
|
|
|
72.1
|
%
|
|
38,993
|
|
|
28,399
|
|
|
72.8
|
%
|
||||
Total property and casualty insurance
|
|
$
|
472,369
|
|
|
$
|
302,973
|
|
|
64.1
|
%
|
|
$
|
456,467
|
|
|
$
|
294,369
|
|
|
64.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pro rata reinsurance
|
|
$
|
44,636
|
|
|
$
|
29,862
|
|
|
66.9
|
%
|
|
$
|
56,317
|
|
|
$
|
31,498
|
|
|
55.9
|
%
|
Excess of loss reinsurance
|
|
90,153
|
|
|
89,134
|
|
|
98.9
|
%
|
|
79,624
|
|
|
61,030
|
|
|
76.6
|
%
|
||||
Total reinsurance
|
|
$
|
134,789
|
|
|
$
|
118,996
|
|
|
88.3
|
%
|
|
$
|
135,941
|
|
|
$
|
92,528
|
|
|
68.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
$
|
607,158
|
|
|
$
|
421,969
|
|
|
69.5
|
%
|
|
$
|
592,408
|
|
|
$
|
386,897
|
|
|
65.3
|
%
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
($ in thousands)
|
|
Premiums earned
|
|
Losses and settlement expenses
|
|
Loss and settlement expense ratio
|
|
Premiums earned
|
|
Losses and settlement expenses
|
|
Loss and settlement expense ratio
|
||||||||||
Property and casualty insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Automobile
|
|
$
|
110,941
|
|
|
$
|
93,364
|
|
|
84.2
|
%
|
|
$
|
105,904
|
|
|
$
|
86,134
|
|
|
81.3
|
%
|
Property
|
|
105,012
|
|
|
64,509
|
|
|
61.4
|
%
|
|
104,303
|
|
|
65,806
|
|
|
63.1
|
%
|
||||
Workers' compensation
|
|
96,517
|
|
|
51,371
|
|
|
53.2
|
%
|
|
92,828
|
|
|
57,803
|
|
|
62.3
|
%
|
||||
Other liability
|
|
96,630
|
|
|
56,738
|
|
|
58.7
|
%
|
|
92,665
|
|
|
48,399
|
|
|
52.2
|
%
|
||||
Other
|
|
8,374
|
|
|
(12
|
)
|
|
(0.1
|
)%
|
|
8,079
|
|
|
854
|
|
|
10.6
|
%
|
||||
Total commercial lines
|
|
417,474
|
|
|
265,970
|
|
|
63.7
|
%
|
|
403,779
|
|
|
258,996
|
|
|
64.1
|
%
|
||||
Personal lines
|
|
38,993
|
|
|
28,399
|
|
|
72.8
|
%
|
|
43,418
|
|
|
32,887
|
|
|
75.7
|
%
|
||||
Total property and casualty insurance
|
|
$
|
456,467
|
|
|
$
|
294,369
|
|
|
64.5
|
%
|
|
$
|
447,197
|
|
|
$
|
291,883
|
|
|
65.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pro rata reinsurance
|
|
$
|
56,317
|
|
|
$
|
31,498
|
|
|
55.9
|
%
|
|
$
|
47,421
|
|
|
$
|
29,433
|
|
|
62.1
|
%
|
Excess of loss reinsurance
|
|
79,624
|
|
|
61,030
|
|
|
76.6
|
%
|
|
75,648
|
|
|
49,420
|
|
|
65.3
|
%
|
||||
Total reinsurance
|
|
$
|
135,941
|
|
|
$
|
92,528
|
|
|
68.1
|
%
|
|
$
|
123,069
|
|
|
$
|
78,853
|
|
|
64.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
$
|
592,408
|
|
|
$
|
386,897
|
|
|
65.3
|
%
|
|
$
|
570,266
|
|
|
$
|
370,736
|
|
|
65.0
|
%
|
|
|
December 31, 2017
|
|||||||||||||
($ in thousands)
|
|
Amortized
cost |
|
Fair
value |
|
Carrying value
|
|
Percent of total carrying value
|
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
1,253,166
|
|
|
$
|
1,275,016
|
|
|
$
|
1,275,016
|
|
|
82.8
|
%
|
Equity securities available-for-sale
|
|
144,274
|
|
|
228,115
|
|
|
228,115
|
|
|
14.8
|
%
|
|||
Cash
|
|
347
|
|
|
347
|
|
|
347
|
|
|
—
|
%
|
|||
Short-term investments
|
|
23,613
|
|
|
23,613
|
|
|
23,613
|
|
|
1.5
|
%
|
|||
Other long-term investments
|
|
13,648
|
|
|
XXXX
|
|
|
13,648
|
|
|
0.9
|
%
|
|||
|
|
$
|
1,435,048
|
|
|
XXXX
|
|
|
$
|
1,540,739
|
|
|
100.0
|
%
|
|
|
December 31, 2016
|
|||||||||||||
($ in thousands)
|
|
Amortized
cost |
|
Fair
value |
|
Carrying value
|
|
Percent of total carrying value
|
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
1,189,525
|
|
|
$
|
1,199,699
|
|
|
$
|
1,199,699
|
|
|
81.8
|
%
|
Equity securities available-for-sale
|
|
147,479
|
|
|
213,839
|
|
|
213,839
|
|
|
14.6
|
%
|
|||
Cash
|
|
307
|
|
|
307
|
|
|
307
|
|
|
—
|
%
|
|||
Short-term investments
|
|
39,670
|
|
|
39,670
|
|
|
39,670
|
|
|
2.7
|
%
|
|||
Other long-term investments
|
|
12,506
|
|
|
XXXX
|
|
|
12,506
|
|
|
0.9
|
%
|
|||
|
|
$
|
1,389,487
|
|
|
XXXX
|
|
|
$
|
1,466,021
|
|
|
100.0
|
%
|
($ in thousands)
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair values |
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
8,115
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
8,078
|
|
U.S. government-sponsored agencies
|
|
303,932
|
|
|
122
|
|
|
6,105
|
|
|
297,949
|
|
||||
Obligations of states and political subdivisions
|
|
290,038
|
|
|
17,729
|
|
|
231
|
|
|
307,536
|
|
||||
Commercial mortgage-backed
|
|
84,058
|
|
|
591
|
|
|
669
|
|
|
83,980
|
|
||||
Residential mortgage-backed
|
|
120,554
|
|
|
2,479
|
|
|
3,234
|
|
|
119,799
|
|
||||
Other asset-backed
|
|
23,934
|
|
|
625
|
|
|
445
|
|
|
24,114
|
|
||||
Corporate
|
|
422,535
|
|
|
11,490
|
|
|
465
|
|
|
433,560
|
|
||||
Total fixed maturity securities
|
|
1,253,166
|
|
|
33,036
|
|
|
11,186
|
|
|
1,275,016
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
30,103
|
|
|
13,594
|
|
|
175
|
|
|
43,522
|
|
||||
Information technology
|
|
18,308
|
|
|
17,504
|
|
|
2
|
|
|
35,810
|
|
||||
Healthcare
|
|
18,877
|
|
|
11,876
|
|
|
158
|
|
|
30,595
|
|
||||
Consumer staples
|
|
9,275
|
|
|
4,917
|
|
|
65
|
|
|
14,127
|
|
||||
Consumer discretionary
|
|
10,935
|
|
|
9,640
|
|
|
37
|
|
|
20,538
|
|
||||
Energy
|
|
12,441
|
|
|
5,381
|
|
|
917
|
|
|
16,905
|
|
||||
Industrials
|
|
12,746
|
|
|
15,757
|
|
|
14
|
|
|
28,489
|
|
||||
Other
|
|
11,058
|
|
|
5,363
|
|
|
—
|
|
|
16,421
|
|
||||
Non-redeemable preferred stocks
|
|
20,531
|
|
|
1,216
|
|
|
39
|
|
|
21,708
|
|
||||
Total equity securities
|
|
144,274
|
|
|
85,248
|
|
|
1,407
|
|
|
228,115
|
|
||||
Total securities available-for-sale
|
|
$
|
1,397,440
|
|
|
$
|
118,284
|
|
|
$
|
12,593
|
|
|
$
|
1,503,131
|
|
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
($ in thousands)
|
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury
|
|
$
|
8,078
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,078
|
|
|
$
|
37
|
|
U.S. government-sponsored agencies
|
|
134,284
|
|
|
1,491
|
|
|
127,604
|
|
|
4,614
|
|
|
261,888
|
|
|
6,105
|
|
||||||
Obligations of states and political subdivisions
|
|
—
|
|
|
—
|
|
|
14,416
|
|
|
231
|
|
|
14,416
|
|
|
231
|
|
||||||
Commercial mortgage-backed
|
|
32,155
|
|
|
221
|
|
|
8,530
|
|
|
448
|
|
|
40,685
|
|
|
669
|
|
||||||
Residential mortgage-backed
|
|
30,003
|
|
|
394
|
|
|
22,948
|
|
|
2,840
|
|
|
52,951
|
|
|
3,234
|
|
||||||
Other asset-backed
|
|
—
|
|
|
—
|
|
|
13,440
|
|
|
445
|
|
|
13,440
|
|
|
445
|
|
||||||
Corporate
|
|
28,314
|
|
|
329
|
|
|
4,047
|
|
|
136
|
|
|
32,361
|
|
|
465
|
|
||||||
Total fixed maturity securities
|
|
232,834
|
|
|
2,472
|
|
|
190,985
|
|
|
8,714
|
|
|
423,819
|
|
|
11,186
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
4,391
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
4,391
|
|
|
175
|
|
||||||
Information technology
|
|
344
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
2
|
|
||||||
Healthcare
|
|
2,532
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
158
|
|
||||||
Consumer staples
|
|
575
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
65
|
|
||||||
Consumer discretionary
|
|
992
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|
37
|
|
||||||
Energy
|
|
3,181
|
|
|
917
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|
917
|
|
||||||
Industrials
|
|
3,016
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
3,016
|
|
|
14
|
|
||||||
Non-redeemable preferred stocks
|
|
—
|
|
|
—
|
|
|
1,961
|
|
|
39
|
|
|
1,961
|
|
|
39
|
|
||||||
Total equity securities
|
|
15,031
|
|
|
1,368
|
|
|
1,961
|
|
|
39
|
|
|
16,992
|
|
|
1,407
|
|
||||||
Total temporarily impaired securities
|
|
$
|
247,865
|
|
|
$
|
3,840
|
|
|
$
|
192,946
|
|
|
$
|
8,753
|
|
|
$
|
440,811
|
|
|
$
|
12,593
|
|
($ in thousands)
|
|
|
|
|
|
Book value
|
|
Fair value
|
|
Gross unrealized loss
|
||||||
Due in one year or less
|
|
$
|
173
|
|
|
$
|
173
|
|
|
$
|
—
|
|
||||
Due after one year through five years
|
|
14,716
|
|
|
14,339
|
|
|
377
|
|
|||||||
Due after five years through ten years
|
|
108,072
|
|
|
106,549
|
|
|
1,523
|
|
|||||||
Due after ten years
|
|
212,590
|
|
|
207,234
|
|
|
5,356
|
|
|||||||
Securities not due at a single maturity date
|
|
99,454
|
|
|
95,524
|
|
|
3,930
|
|
|||||||
|
|
|
|
|
|
$
|
435,005
|
|
|
$
|
423,819
|
|
|
$
|
11,186
|
|
|
|
Realized losses from sales
|
|
"Other-than-
temporary" impairment losses |
|
Total
gross realized losses |
||||||||||||||
($ in thousands)
|
|
Book
value |
|
Sales
price |
|
Gross
realized losses |
|
|
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months or less
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Over three months to six months
|
|
9,311
|
|
|
9,033
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|||||
Over six months to nine months
|
|
2,993
|
|
|
2,938
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Over nine months to twelve months
|
|
5,044
|
|
|
4,684
|
|
|
360
|
|
|
—
|
|
|
360
|
|
|||||
Over twelve months
|
|
76,497
|
|
|
72,341
|
|
|
4,156
|
|
|
—
|
|
|
4,156
|
|
|||||
Subtotal, fixed maturity securities
|
|
93,845
|
|
|
88,996
|
|
|
4,849
|
|
|
—
|
|
|
4,849
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months or less
|
|
15,302
|
|
|
14,167
|
|
|
1,135
|
|
|
—
|
|
|
1,135
|
|
|||||
Over three months to six months
|
|
2,539
|
|
|
2,283
|
|
|
256
|
|
|
733
|
|
|
989
|
|
|||||
Over six months to nine months
|
|
290
|
|
|
212
|
|
|
78
|
|
|
—
|
|
|
78
|
|
|||||
Over nine months to twelve months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Over twelve months
|
|
1,191
|
|
|
1,068
|
|
|
123
|
|
|
355
|
|
|
478
|
|
|||||
Subtotal, equity securities
|
|
19,322
|
|
|
17,730
|
|
|
1,592
|
|
|
1,088
|
|
|
2,680
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total realized losses
|
|
$
|
113,167
|
|
|
$
|
106,726
|
|
|
$
|
6,441
|
|
|
$
|
1,088
|
|
|
$
|
7,529
|
|
|
|
Payments due by period
|
||||||||||||||||||
($ in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
4 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and settlement expense reserves
1
|
|
$
|
732,612
|
|
|
$
|
292,394
|
|
|
$
|
277,424
|
|
|
$
|
84,725
|
|
|
$
|
78,069
|
|
Long-term debt
2
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Interest expense on long-term debt
3
|
|
6,451
|
|
|
337
|
|
|
1,336
|
|
|
1,365
|
|
|
3,413
|
|
|||||
Real estate operating leases
|
|
2,207
|
|
|
423
|
|
|
820
|
|
|
530
|
|
|
434
|
|
|||||
Total
|
|
$
|
766,270
|
|
|
$
|
293,154
|
|
|
$
|
279,580
|
|
|
$
|
86,620
|
|
|
$
|
106,916
|
|
December 31, 2017
|
|
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
|
|||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|||||
U.S. treasury
|
|
$
|
8,078
|
|
|
200 bp decrease
|
|
$
|
8,928
|
|
|
0.11
|
%
|
|
|
|
|
100 bp decrease
|
|
8,491
|
|
|
0.05
|
%
|
|||
|
|
|
|
100 bp increase
|
|
7,688
|
|
|
(0.05
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
7,320
|
|
|
(0.10
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
U.S. government-sponsored agencies
|
|
$
|
297,949
|
|
|
200 bp decrease
|
|
$
|
309,707
|
|
|
1.54
|
%
|
|
|
|
|
100 bp decrease
|
|
308,005
|
|
|
1.32
|
%
|
|||
|
|
|
|
100 bp increase
|
|
274,424
|
|
|
(3.08
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
250,806
|
|
|
(6.17
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Obligations of states and political subdivisions
|
|
$
|
307,536
|
|
|
200 bp decrease
|
|
$
|
339,314
|
|
|
4.16
|
%
|
|
|
|
|
100 bp decrease
|
|
322,855
|
|
|
2.00
|
%
|
|||
|
|
|
|
100 bp increase
|
|
292,553
|
|
|
(1.96
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
276,973
|
|
|
(4.00
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Commercial mortgage-backed
|
|
$
|
83,980
|
|
|
200 bp decrease
|
|
$
|
98,005
|
|
|
1.83
|
%
|
|
|
|
|
100 bp decrease
|
|
90,668
|
|
|
0.87
|
%
|
|||
|
|
|
|
100 bp increase
|
|
77,874
|
|
|
(0.80
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
72,294
|
|
|
(1.53
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage-backed
|
|
$
|
119,799
|
|
|
200 bp decrease
|
|
$
|
131,443
|
|
|
1.52
|
%
|
|
|
|
|
100 bp decrease
|
|
125,143
|
|
|
0.70
|
%
|
|||
|
|
|
|
100 bp increase
|
|
113,864
|
|
|
(0.78
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
108,444
|
|
|
(1.49
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Other asset-backed
|
|
$
|
24,114
|
|
|
200 bp decrease
|
|
$
|
26,950
|
|
|
0.37
|
%
|
|
|
|
|
100 bp decrease
|
|
25,469
|
|
|
0.18
|
%
|
|||
|
|
|
|
100 bp increase
|
|
22,871
|
|
|
(0.16
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
21,729
|
|
|
(0.31
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
|
$
|
433,560
|
|
|
200 bp decrease
|
|
$
|
472,493
|
|
|
5.09
|
%
|
|
|
|
|
100 bp decrease
|
|
452,441
|
|
|
2.47
|
%
|
|||
|
|
|
|
100 bp increase
|
|
415,350
|
|
|
(2.38
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
398,012
|
|
|
(4.65
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||
Total fixed maturity securities
|
|
$
|
1,275,016
|
|
|
200 bp decrease
|
|
$
|
1,386,840
|
|
|
14.63
|
%
|
|
|
|
|
100 bp decrease
|
|
1,333,072
|
|
|
7.60
|
%
|
|||
|
|
|
|
100 bp increase
|
|
1,204,624
|
|
|
(9.21
|
)%
|
|||
|
|
|
|
200 bp increase
|
|
1,135,578
|
|
|
(18.24
|
)%
|
($ in thousands)
|
|
Securities available-for-sale
(at fair value) |
|||||||||
December 31, 2017
|
|
Amount
|
|
Percent
|
|||||||
Rating:
|
|
|
|
|
|||||||
AAA
|
|
$
|
590,696
|
|
|
46.3
|
%
|
||||
AA
|
|
262,560
|
|
|
20.7
|
%
|
|||||
A
|
|
344,636
|
|
|
27.0
|
%
|
|||||
BAA
|
|
74,254
|
|
|
5.8
|
%
|
|||||
BA
|
|
2,746
|
|
|
0.2
|
%
|
|||||
B
|
|
—
|
|
|
—
|
%
|
|||||
CAA
|
|
124
|
|
|
—
|
%
|
|||||
Total fixed maturities
|
|
$
|
1,275,016
|
|
|
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, Chief Executive Officer and Treasurer
|
|
Senior Vice President and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial and Accounting Officer)
|
/s/ Ernst & Young LLP
|
Des Moines, Iowa
|
March 5, 2018
|
/s/ Ernst & Young LLP
|
|
We have served as the Company's auditor since 2000.
|
|
Des Moines, Iowa
|
March 5, 2018
|
|
|
December 31,
|
||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Investments:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale, at fair value (amortized cost $1,253,166 and $1,189,525)
|
|
$
|
1,275,016
|
|
|
$
|
1,199,699
|
|
Equity securities available-for-sale, at fair value (cost $144,274 and $147,479)
|
|
228,115
|
|
|
213,839
|
|
||
Other long-term investments
|
|
13,648
|
|
|
12,506
|
|
||
Short-term investments
|
|
23,613
|
|
|
39,670
|
|
||
Total investments
|
|
1,540,392
|
|
|
1,465,714
|
|
||
|
|
|
|
|
||||
Cash
|
|
347
|
|
|
307
|
|
||
Reinsurance receivables due from affiliate
|
|
31,650
|
|
|
21,326
|
|
||
Prepaid reinsurance premiums due from affiliate
|
|
12,789
|
|
|
9,309
|
|
||
Deferred policy acquisition costs (affiliated $40,848 and $40,660)
|
|
41,114
|
|
|
40,939
|
|
||
Prepaid pension and postretirement benefits due from affiliate
|
|
20,683
|
|
|
12,314
|
|
||
Accrued investment income
|
|
11,286
|
|
|
11,050
|
|
||
Amounts receivable under reverse repurchase agreements
|
|
16,500
|
|
|
20,000
|
|
||
Accounts receivable
|
|
1,604
|
|
|
2,076
|
|
||
Goodwill
|
|
942
|
|
|
942
|
|
||
Other assets (affiliated $4,423 and $4,632)
|
|
4,633
|
|
|
4,836
|
|
||
Total assets
|
|
$
|
1,681,940
|
|
|
$
|
1,588,813
|
|
|
|
December 31,
|
||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
||||
LIABILITIES
|
|
|
|
|
||||
Losses and settlement expenses (affiliated $726,413 and $685,533)
|
|
$
|
732,612
|
|
|
$
|
690,532
|
|
Unearned premiums (affiliated $256,434 and $243,682)
|
|
257,797
|
|
|
244,885
|
|
||
Other policyholders' funds (all affiliated)
|
|
10,013
|
|
|
13,068
|
|
||
Surplus notes payable to affiliate
|
|
25,000
|
|
|
25,000
|
|
||
Amounts due affiliate to settle inter-company transaction balances
|
|
367
|
|
|
11,222
|
|
||
Pension benefits payable to affiliate
|
|
4,185
|
|
|
4,097
|
|
||
Income taxes payable
|
|
544
|
|
|
2,359
|
|
||
Deferred income taxes
|
|
15,020
|
|
|
11,321
|
|
||
Other liabilities (affiliated $27,520 and $27,871)
|
|
32,556
|
|
|
32,987
|
|
||
Total liabilities
|
|
1,078,094
|
|
|
1,035,471
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Common stock, $1 par value, authorized 30,000,000 shares; issued and outstanding, 21,455,545 shares in 2017 and 21,222,535 shares in 2016
|
|
21,455
|
|
|
21,223
|
|
||
Additional paid-in capital
|
|
124,556
|
|
|
119,054
|
|
||
Accumulated other comprehensive income
|
|
83,384
|
|
|
46,081
|
|
||
Retained earnings
|
|
374,451
|
|
|
366,984
|
|
||
Total stockholders' equity
|
|
603,846
|
|
|
553,342
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,681,940
|
|
|
$
|
1,588,813
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
|
|
|
|
|
|
||||||
Premiums earned (affiliated $603,233, $586,609 and $566,103)
|
|
$
|
607,158
|
|
|
$
|
592,408
|
|
|
$
|
570,266
|
|
Net investment income
|
|
45,479
|
|
|
47,490
|
|
|
45,582
|
|
|||
Net realized investment gains, excluding impairment losses on securities available-for-sale
|
|
7,644
|
|
|
5,338
|
|
|
7,634
|
|
|||
Total "other-than-temporary" impairment losses on securities available-for-sale
|
|
(1,088
|
)
|
|
(1,264
|
)
|
|
(1,481
|
)
|
|||
Portion of "other-than-temporary" impairment losses on fixed maturity securities available-for-sale reclassified from other comprehensive income (before taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net impairment losses on securities available-for-sale
|
|
(1,088
|
)
|
|
(1,264
|
)
|
|
(1,481
|
)
|
|||
Net realized investment gains
|
|
6,556
|
|
|
4,074
|
|
|
6,153
|
|
|||
Other income (loss) (affiliated $143, $1,021 and $1,214)
|
|
(348
|
)
|
|
1,011
|
|
|
1,725
|
|
|||
Total revenues
|
|
658,845
|
|
|
644,983
|
|
|
623,726
|
|
|||
|
|
|
|
|
|
|
||||||
LOSSES AND EXPENSES
|
|
|
|
|
|
|
||||||
Losses and settlement expenses (affiliated $417,259, $385,708 and $368,722)
|
|
421,969
|
|
|
386,897
|
|
|
370,736
|
|
|||
Dividends to policyholders (all affiliated)
|
|
7,610
|
|
|
13,800
|
|
|
7,705
|
|
|||
Amortization of deferred policy acquisition costs (affiliated $107,854, $106,931 and $101,090)
|
|
108,910
|
|
|
108,403
|
|
|
102,184
|
|
|||
Other underwriting expenses (affiliated $76,932, $69,560 and $68,305)
|
|
76,806
|
|
|
69,612
|
|
|
68,418
|
|
|||
Interest expense (all affiliated)
|
|
337
|
|
|
337
|
|
|
337
|
|
|||
Other expenses (affiliated $1,825, $1,860 and $1,822)
|
|
3,397
|
|
|
2,727
|
|
|
2,690
|
|
|||
Total losses and expenses
|
|
619,029
|
|
|
581,776
|
|
|
552,070
|
|
|||
Income before income tax expense
|
|
39,816
|
|
|
63,207
|
|
|
71,656
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAX EXPENSE (BENEFIT)
|
|
|
|
|
|
|
||||||
Current
|
|
8,004
|
|
|
18,061
|
|
|
18,611
|
|
|||
Deferred
|
|
(7,426
|
)
|
|
(1,057
|
)
|
|
2,883
|
|
|||
Total income tax expense
|
|
578
|
|
|
17,004
|
|
|
21,494
|
|
|||
Net income
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
|
|
|
|
|
|
|
||||||
Net income per common share - basic and diluted
|
|
$
|
1.84
|
|
|
$
|
2.20
|
|
|
$
|
2.43
|
|
|
|
|
|
|
|
|
||||||
Average number of common shares outstanding - basic and diluted
|
|
21,326,358
|
|
|
21,006,302
|
|
|
20,621,919
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on investment securities, net of deferred income tax expense (benefit) of $14,688, $(2,092) and $(7,021)
|
|
27,278
|
|
|
(3,885
|
)
|
|
(13,037
|
)
|
|||
Reclassification adjustment for net realized investment gains included in net income, net of income tax expense of $(4,483), $(3,628) and $(2,668)
|
|
(8,326
|
)
|
|
(6,736
|
)
|
|
(4,956
|
)
|
|||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit income, net of deferred income tax expense of $(587), $(457) and $(693):
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
958
|
|
|
1,549
|
|
|
863
|
|
|||
Prior service credit
|
|
(2,047
|
)
|
|
(2,399
|
)
|
|
(2,150
|
)
|
|||
Total reclassification adjustment associated with affiliate's pension and postretirement benefit plans
|
|
(1,089
|
)
|
|
(850
|
)
|
|
(1,287
|
)
|
|||
Change in funded status of affiliate's pension and postretirement benefit plans, net of deferred income tax expense (benefit) of $1,507, $(474) and $(2,126):
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
5,571
|
|
|
(542
|
)
|
|
(3,637
|
)
|
|||
Prior service credit (cost)
|
|
96
|
|
|
(339
|
)
|
|
(312
|
)
|
|||
Total change in funded status of affiliate's pension and postretirement benefit plans
|
|
5,667
|
|
|
(881
|
)
|
|
(3,949
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
23,530
|
|
|
(12,352
|
)
|
|
(23,229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
$
|
62,768
|
|
|
$
|
33,851
|
|
|
$
|
26,933
|
|
($ in thousands, except per share amounts)
|
|
Common
stock |
|
Additional
paid-in capital |
|
Accumulated
other comprehensive income |
|
Retained
earnings |
|
Total
stockholders' equity |
||||||||||
Balance at December 31, 2014
|
|
$
|
20,344
|
|
|
$
|
99,891
|
|
|
$
|
81,662
|
|
|
$
|
300,989
|
|
|
$
|
502,886
|
|
Issuance of common stock through stock plans
|
|
437
|
|
|
8,641
|
|
|
|
|
|
|
|
|
9,078
|
|
|||||
Increase resulting from stock-based compensation expense
|
|
|
|
|
215
|
|
|
|
|
|
|
|
|
215
|
|
|||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
(23,229
|
)
|
|
|
|
|
(23,229
|
)
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
|
50,162
|
|
|
50,162
|
|
|||||
Dividends paid to public stockholders ($.693 per share)
|
|
|
|
|
|
|
|
|
|
|
(6,012
|
)
|
|
(6,012
|
)
|
|||||
Dividends paid to affiliate ($.693 per share)
|
|
|
|
|
|
|
|
|
|
|
(8,162
|
)
|
|
(8,162
|
)
|
|||||
Balance at December 31, 2015
|
|
20,781
|
|
|
108,747
|
|
|
58,433
|
|
|
336,977
|
|
|
524,938
|
|
|||||
Issuance of common stock through stock plans
|
|
459
|
|
|
10,611
|
|
|
|
|
|
|
11,070
|
|
|||||||
Repurchase of common stock
|
|
(17
|
)
|
|
(366
|
)
|
|
|
|
|
|
(383
|
)
|
|||||||
Increase resulting from stock-based compensation expense
|
|
|
|
62
|
|
|
|
|
|
|
62
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(12,352
|
)
|
|
|
|
(12,352
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
46,203
|
|
|
46,203
|
|
||||||||
Dividends paid to public stockholders ($.780 per share)
|
|
|
|
|
|
|
|
(7,014
|
)
|
|
(7,014
|
)
|
||||||||
Dividends paid to affiliate ($.780 per share)
|
|
|
|
|
|
|
|
(9,182
|
)
|
|
(9,182
|
)
|
||||||||
Balance at December 31, 2016
|
|
21,223
|
|
|
119,054
|
|
|
46,081
|
|
|
366,984
|
|
|
553,342
|
|
|||||
Issuance of common stock through stock plans
|
|
300
|
|
|
7,227
|
|
|
|
|
|
|
7,527
|
|
|||||||
Repurchase of common stock
|
|
(68
|
)
|
|
(1,790
|
)
|
|
|
|
|
|
(1,858
|
)
|
|||||||
Increase resulting from stock-based compensation expense
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
23,530
|
|
|
|
|
23,530
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
39,238
|
|
|
39,238
|
|
||||||||
Dividends paid to public stockholders ($.850 per share)
|
|
|
|
|
|
|
|
(7,992
|
)
|
|
(7,992
|
)
|
||||||||
Dividends paid to affiliate ($.850 per share)
|
|
|
|
|
|
|
|
(10,006
|
)
|
|
(10,006
|
)
|
||||||||
Reclassification of tax effects from accumulated other comprehensive income resulting from TCJA
|
|
|
|
|
|
13,773
|
|
|
(13,773
|
)
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
|
$
|
21,455
|
|
|
$
|
124,556
|
|
|
$
|
83,384
|
|
|
$
|
374,451
|
|
|
$
|
603,846
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Losses and settlement expenses (affiliated $40,880, $14,364 and $20,517)
|
|
42,080
|
|
|
11,758
|
|
|
17,465
|
|
|||
Unearned premiums (affiliated $12,752, $5,045 and $8,177)
|
|
12,912
|
|
|
5,450
|
|
|
7,342
|
|
|||
Other policyholders' funds due to affiliate
|
|
(3,055
|
)
|
|
4,347
|
|
|
(1,432
|
)
|
|||
Amounts due to/from affiliate to settle inter-company transaction balances
|
|
(10,855
|
)
|
|
4,814
|
|
|
(2,151
|
)
|
|||
Net pension and postretirement benefits due from affiliate
|
|
(2,783
|
)
|
|
(3,045
|
)
|
|
(2,691
|
)
|
|||
Reinsurance receivables due from affiliate
|
|
(10,324
|
)
|
|
2,910
|
|
|
4,367
|
|
|||
Prepaid reinsurance premiums due from affiliate
|
|
(3,480
|
)
|
|
(2,746
|
)
|
|
2,302
|
|
|||
Commissions payable (affiliated $981, $(1,662) and $3,191)
|
|
903
|
|
|
(1,697
|
)
|
|
3,265
|
|
|||
Deferred policy acquisition costs (affiliated $(188), $(125) and $(1,605))
|
|
(175
|
)
|
|
(219
|
)
|
|
(1,377
|
)
|
|||
Accrued investment income
|
|
(236
|
)
|
|
(261
|
)
|
|
(494
|
)
|
|||
Current income tax
|
|
(1,815
|
)
|
|
8,512
|
|
|
(1,643
|
)
|
|||
Deferred income tax
|
|
(7,426
|
)
|
|
(1,057
|
)
|
|
2,883
|
|
|||
Net realized investment gains
|
|
(6,556
|
)
|
|
(4,074
|
)
|
|
(6,153
|
)
|
|||
Other, net (affiliated $(1,058), $960 and $1,796)
|
|
10,474
|
|
|
12,539
|
|
|
13,767
|
|
|||
Total adjustments to reconcile net income to net cash provided by operating activities
|
|
19,664
|
|
|
37,231
|
|
|
35,450
|
|
|||
Net cash provided by operating activities
|
|
$
|
58,902
|
|
|
$
|
83,434
|
|
|
$
|
85,612
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchases of fixed maturity securities available-for-sale
|
|
$
|
(310,684
|
)
|
|
$
|
(403,134
|
)
|
|
$
|
(235,242
|
)
|
Disposals of fixed maturity securities available-for-sale
|
|
235,626
|
|
|
330,239
|
|
|
174,971
|
|
|||
Purchases of equity securities available-for-sale
|
|
(62,939
|
)
|
|
(63,683
|
)
|
|
(83,098
|
)
|
|||
Disposals of equity securities available-for-sale
|
|
83,256
|
|
|
71,106
|
|
|
70,905
|
|
|||
Purchases of other long-term investments
|
|
(14,782
|
)
|
|
(8,720
|
)
|
|
(8,416
|
)
|
|||
Disposals of other long-term investments
|
|
3,433
|
|
|
571
|
|
|
2,297
|
|
|||
Net (purchases) disposals of short-term investments
|
|
16,057
|
|
|
(1,071
|
)
|
|
14,663
|
|
|||
Net receipts (disbursements) under reverse repurchase agreements
|
|
3,500
|
|
|
(3,150
|
)
|
|
(16,850
|
)
|
|||
Net cash used in investing activities
|
|
(46,533
|
)
|
|
(77,842
|
)
|
|
(80,770
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Issuance of common stock through affiliate’s stock plans
|
|
7,527
|
|
|
11,070
|
|
|
9,078
|
|
|||
Excess tax benefit associated with affiliate’s stock plans
|
|
—
|
|
|
—
|
|
|
95
|
|
|||
Repurchase of common stock
|
|
(1,858
|
)
|
|
(383
|
)
|
|
—
|
|
|||
Dividends paid to stockholders (affiliated $(10,006), $(9,182) and $(8,162))
|
|
(17,998
|
)
|
|
(16,196
|
)
|
|
(14,174
|
)
|
|||
Net cash used in financing activities
|
|
(12,329
|
)
|
|
(5,509
|
)
|
|
(5,001
|
)
|
|||
NET INCREASE (DECREASE) IN CASH
|
|
40
|
|
|
83
|
|
|
(159
|
)
|
|||
Cash at the beginning of the year
|
|
307
|
|
|
224
|
|
|
383
|
|
|||
Cash at the end of the year
|
|
$
|
347
|
|
|
$
|
307
|
|
|
$
|
224
|
|
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
9,820
|
|
|
$
|
13,967
|
|
|
$
|
20,254
|
|
Interest paid to affiliate
|
|
$
|
337
|
|
|
$
|
337
|
|
|
$
|
337
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
AFFILIATION AND TRANSACTIONS WITH AFFILIATES
|
3.
|
REINSURANCE
|
|
|
Year ended December 31, 2017
|
||||||||||
($ in thousands)
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
391,029
|
|
|
$
|
—
|
|
|
$
|
391,029
|
|
Assumed from nonaffiliates
|
|
4,454
|
|
|
147,284
|
|
|
151,738
|
|
|||
Assumed from affiliates
|
|
520,932
|
|
|
—
|
|
|
520,932
|
|
|||
Ceded to nonaffiliates
|
|
(34,019
|
)
|
|
(10,160
|
)
|
|
(44,179
|
)
|
|||
Ceded to affiliates
|
|
(398,369
|
)
|
|
(4,850
|
)
|
|
(403,219
|
)
|
|||
Net premiums written
|
|
$
|
484,027
|
|
|
$
|
132,274
|
|
|
$
|
616,301
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
384,993
|
|
|
$
|
—
|
|
|
$
|
384,993
|
|
Assumed from nonaffiliates
|
|
4,299
|
|
|
149,952
|
|
|
154,251
|
|
|||
Assumed from affiliates
|
|
505,795
|
|
|
—
|
|
|
505,795
|
|
|||
Ceded to nonaffiliates
|
|
(30,385
|
)
|
|
(10,313
|
)
|
|
(40,698
|
)
|
|||
Ceded to affiliates
|
|
(392,333
|
)
|
|
(4,850
|
)
|
|
(397,183
|
)
|
|||
Net premiums earned
|
|
$
|
472,369
|
|
|
$
|
134,789
|
|
|
$
|
607,158
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
252,007
|
|
|
$
|
—
|
|
|
$
|
252,007
|
|
Assumed from nonaffiliates
|
|
2,879
|
|
|
142,687
|
|
|
145,566
|
|
|||
Assumed from affiliates
|
|
334,240
|
|
|
1,330
|
|
|
335,570
|
|
|||
Ceded to nonaffiliates
|
|
(14,968
|
)
|
|
(8,183
|
)
|
|
(23,151
|
)
|
|||
Ceded to affiliates
|
|
(271,185
|
)
|
|
(16,838
|
)
|
|
(288,023
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
302,973
|
|
|
$
|
118,996
|
|
|
$
|
421,969
|
|
|
|
Year ended December 31, 2016
|
||||||||||
($ in thousands)
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
383,811
|
|
|
$
|
—
|
|
|
$
|
383,811
|
|
Assumed from nonaffiliates
|
|
4,544
|
|
|
146,236
|
|
|
150,780
|
|
|||
Assumed from affiliates
|
|
491,315
|
|
|
—
|
|
|
491,315
|
|
|||
Ceded to nonaffiliates
|
|
(24,346
|
)
|
|
(10,126
|
)
|
|
(34,472
|
)
|
|||
Ceded to affiliates
|
|
(391,651
|
)
|
|
(5,080
|
)
|
|
(396,731
|
)
|
|||
Net premiums written
|
|
$
|
463,673
|
|
|
$
|
131,030
|
|
|
$
|
594,703
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
382,300
|
|
|
$
|
—
|
|
|
$
|
382,300
|
|
Assumed from nonaffiliates
|
|
4,444
|
|
|
148,851
|
|
|
153,295
|
|
|||
Assumed from affiliates
|
|
483,759
|
|
|
—
|
|
|
483,759
|
|
|||
Ceded to nonaffiliates
|
|
(23,896
|
)
|
|
(7,830
|
)
|
|
(31,726
|
)
|
|||
Ceded to affiliates
|
|
(390,140
|
)
|
|
(5,080
|
)
|
|
(395,220
|
)
|
|||
Net premiums earned
|
|
$
|
456,467
|
|
|
$
|
135,941
|
|
|
$
|
592,408
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
229,859
|
|
|
$
|
—
|
|
|
$
|
229,859
|
|
Assumed from nonaffiliates
|
|
2,712
|
|
|
93,306
|
|
|
96,018
|
|
|||
Assumed from affiliates
|
|
304,007
|
|
|
1,811
|
|
|
305,818
|
|
|||
Ceded to nonaffiliates
|
|
(4,891
|
)
|
|
(3,056
|
)
|
|
(7,947
|
)
|
|||
Ceded to affiliates
|
|
(237,318
|
)
|
|
467
|
|
|
(236,851
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
294,369
|
|
|
$
|
92,528
|
|
|
$
|
386,897
|
|
|
|
Year ended December 31, 2015
|
||||||||||
($ in thousands)
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
370,955
|
|
|
$
|
—
|
|
|
$
|
370,955
|
|
Assumed from nonaffiliates
|
|
4,392
|
|
|
138,700
|
|
|
143,092
|
|
|||
Assumed from affiliates
|
|
474,323
|
|
|
—
|
|
|
474,323
|
|
|||
Ceded to nonaffiliates
|
|
(24,281
|
)
|
|
(3,369
|
)
|
|
(27,650
|
)
|
|||
Ceded to affiliates
|
|
(370,955
|
)
|
|
(10,827
|
)
|
|
(381,782
|
)
|
|||
Net premiums written
|
|
$
|
454,434
|
|
|
$
|
124,504
|
|
|
$
|
578,938
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
366,752
|
|
|
$
|
—
|
|
|
$
|
366,752
|
|
Assumed from nonaffiliates
|
|
4,240
|
|
|
139,839
|
|
|
144,079
|
|
|||
Assumed from affiliates
|
|
466,966
|
|
|
—
|
|
|
466,966
|
|
|||
Ceded to nonaffiliates
|
|
(24,009
|
)
|
|
(5,943
|
)
|
|
(29,952
|
)
|
|||
Ceded to affiliates
|
|
(366,752
|
)
|
|
(10,827
|
)
|
|
(377,579
|
)
|
|||
Net premiums earned
|
|
$
|
447,197
|
|
|
$
|
123,069
|
|
|
$
|
570,266
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
198,504
|
|
|
$
|
—
|
|
|
$
|
198,504
|
|
Assumed from nonaffiliates
|
|
2,407
|
|
|
83,515
|
|
|
85,922
|
|
|||
Assumed from affiliates
|
|
294,324
|
|
|
857
|
|
|
295,181
|
|
|||
Ceded to nonaffiliates
|
|
(4,848
|
)
|
|
(4,897
|
)
|
|
(9,745
|
)
|
|||
Ceded to affiliates
|
|
(198,504
|
)
|
|
(622
|
)
|
|
(199,126
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
291,883
|
|
|
$
|
78,853
|
|
|
$
|
370,736
|
|
•
|
“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.
|
•
|
“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 1) reinsurance business that is ceded to other insurance companies in connection with “fronting” activities initiated by Employers Mutual, and 2) starting in 2016, amounts ceded to purchase additional reinsurance protection in peak exposure territories from external parties.
|
•
|
“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 and, beginning in 2016, amounts ceded to Employers Mutual under the terms of the inter-company reinsurance program. For the reinsurance subsidiary this line represents amounts ceded to Employers Mutual under the terms of the inter-company reinsurance program.
|
4.
|
LIABILITY FOR LOSSES AND SETTLEMENT EXPENSES
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross reserves at beginning of year
|
|
$
|
690,532
|
|
|
$
|
678,774
|
|
|
$
|
661,309
|
|
Re-valuation due to foreign currency exchange rates
|
|
(1,913
|
)
|
|
(2,475
|
)
|
|
(2,061
|
)
|
|||
Less ceded reserves at beginning of year
|
|
20,664
|
|
|
23,477
|
|
|
28,253
|
|
|||
Net reserves at beginning of year
|
|
671,781
|
|
|
657,772
|
|
|
635,117
|
|
|||
|
|
|
|
|
|
|
||||||
Incurred losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
441,588
|
|
|
427,838
|
|
|
405,850
|
|
|||
Prior years
|
|
(19,619
|
)
|
|
(40,941
|
)
|
|
(35,114
|
)
|
|||
Total incurred losses and settlement expenses
|
|
421,969
|
|
|
386,897
|
|
|
370,736
|
|
|||
|
|
|
|
|
|
|
||||||
Paid losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
179,354
|
|
|
172,652
|
|
|
154,958
|
|
|||
Prior years
|
|
213,232
|
|
|
200,236
|
|
|
193,123
|
|
|||
Total paid losses and settlement expenses
|
|
392,586
|
|
|
372,888
|
|
|
348,081
|
|
|||
|
|
|
|
|
|
|
||||||
Net reserves at end of year
|
|
701,164
|
|
|
671,781
|
|
|
657,772
|
|
|||
Plus ceded reserves at end of year
|
|
30,923
|
|
|
20,664
|
|
|
23,477
|
|
|||
Re-valuation due to foreign currency exchange rates
|
|
525
|
|
|
(1,913
|
)
|
|
(2,475
|
)
|
|||
Gross reserves at end of year
|
|
$
|
732,612
|
|
|
$
|
690,532
|
|
|
$
|
678,774
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Commercial property insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
48,559
|
|
|
$
|
42,870
|
|
|
$
|
42,645
|
|
|
$
|
42,422
|
|
|
$
|
42,562
|
|
|
$
|
42,649
|
|
|
$
|
42,784
|
|
|
$
|
42,765
|
|
|
$
|
42,707
|
|
|
$
|
42,786
|
|
|
$
|
23
|
|
|
15,799
|
|
2009
|
|
|
|
39,511
|
|
|
36,003
|
|
|
35,985
|
|
|
35,881
|
|
|
35,622
|
|
|
35,926
|
|
|
36,056
|
|
|
36,020
|
|
|
36,292
|
|
|
(71
|
)
|
|
14,654
|
|
||||||||||||
2010
|
|
|
|
|
|
40,422
|
|
|
38,650
|
|
|
38,770
|
|
|
39,071
|
|
|
39,154
|
|
|
39,379
|
|
|
39,428
|
|
|
39,347
|
|
|
(75
|
)
|
|
16,276
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
58,930
|
|
|
57,614
|
|
|
57,271
|
|
|
57,629
|
|
|
57,703
|
|
|
58,375
|
|
|
58,148
|
|
|
22
|
|
|
19,509
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
41,535
|
|
|
44,157
|
|
|
45,313
|
|
|
46,273
|
|
|
46,566
|
|
|
46,750
|
|
|
22
|
|
|
16,054
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
50,266
|
|
|
50,976
|
|
|
52,511
|
|
|
53,070
|
|
|
52,966
|
|
|
268
|
|
|
16,005
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,018
|
|
|
60,990
|
|
|
60,662
|
|
|
60,867
|
|
|
456
|
|
|
16,735
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,508
|
|
|
56,798
|
|
|
55,659
|
|
|
99
|
|
|
14,366
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,708
|
|
|
58,343
|
|
|
(176
|
)
|
|
14,866
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,459
|
|
|
65
|
|
|
13,818
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
506,617
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
31,514
|
|
|
$
|
40,603
|
|
|
$
|
41,868
|
|
|
$
|
41,991
|
|
|
$
|
42,071
|
|
|
$
|
42,607
|
|
|
$
|
42,691
|
|
|
$
|
42,755
|
|
|
$
|
42,755
|
|
|
$
|
42,761
|
|
|
|
|
|
|||
2009
|
|
|
|
25,321
|
|
|
32,602
|
|
|
34,624
|
|
|
35,422
|
|
|
35,803
|
|
|
35,803
|
|
|
35,849
|
|
|
35,893
|
|
|
36,224
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
28,032
|
|
|
35,730
|
|
|
36,931
|
|
|
37,926
|
|
|
38,901
|
|
|
39,314
|
|
|
39,318
|
|
|
39,323
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
41,524
|
|
|
53,226
|
|
|
54,803
|
|
|
56,249
|
|
|
57,065
|
|
|
57,607
|
|
|
58,106
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
32,879
|
|
|
41,862
|
|
|
43,628
|
|
|
44,543
|
|
|
46,270
|
|
|
46,562
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
36,555
|
|
|
47,683
|
|
|
50,460
|
|
|
51,457
|
|
|
52,182
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,022
|
|
|
55,679
|
|
|
58,045
|
|
|
59,255
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,208
|
|
|
50,068
|
|
|
52,444
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,652
|
|
|
51,103
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,114
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
476,074
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
(1
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
30,542
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Workers' compensation insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
49,577
|
|
|
$
|
46,240
|
|
|
$
|
44,113
|
|
|
$
|
43,156
|
|
|
$
|
43,766
|
|
|
$
|
43,338
|
|
|
$
|
43,301
|
|
|
$
|
43,737
|
|
|
$
|
42,943
|
|
|
$
|
43,272
|
|
|
$
|
1,540
|
|
|
21,622
|
|
2009
|
|
|
|
46,130
|
|
|
43,335
|
|
|
44,098
|
|
|
44,041
|
|
|
44,093
|
|
|
43,590
|
|
|
43,724
|
|
|
42,774
|
|
|
43,417
|
|
|
1,642
|
|
|
19,236
|
|
||||||||||||
2010
|
|
|
|
|
|
46,328
|
|
|
49,336
|
|
|
50,057
|
|
|
49,906
|
|
|
49,851
|
|
|
50,069
|
|
|
49,145
|
|
|
49,435
|
|
|
2,032
|
|
|
19,624
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
47,836
|
|
|
46,724
|
|
|
44,709
|
|
|
44,506
|
|
|
44,427
|
|
|
43,695
|
|
|
44,056
|
|
|
1,831
|
|
|
19,569
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
51,099
|
|
|
50,094
|
|
|
47,756
|
|
|
46,928
|
|
|
45,088
|
|
|
45,276
|
|
|
2,335
|
|
|
19,380
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
52,141
|
|
|
51,637
|
|
|
48,946
|
|
|
46,102
|
|
|
45,949
|
|
|
2,509
|
|
|
19,843
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,515
|
|
|
50,973
|
|
|
47,472
|
|
|
47,836
|
|
|
2,902
|
|
|
19,457
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,960
|
|
|
48,919
|
|
|
47,227
|
|
|
1,777
|
|
|
19,177
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,832
|
|
|
48,276
|
|
|
3,084
|
|
|
20,147
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,409
|
|
|
6,721
|
|
|
19,181
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
467,153
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
12,432
|
|
|
$
|
25,214
|
|
|
$
|
31,110
|
|
|
$
|
34,302
|
|
|
$
|
36,024
|
|
|
$
|
37,270
|
|
|
$
|
37,938
|
|
|
$
|
38,654
|
|
|
$
|
39,099
|
|
|
$
|
39,496
|
|
|
|
|
|
|||
2009
|
|
|
|
11,879
|
|
|
25,157
|
|
|
31,802
|
|
|
35,363
|
|
|
37,409
|
|
|
38,329
|
|
|
39,167
|
|
|
39,583
|
|
|
39,908
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
14,237
|
|
|
28,074
|
|
|
35,029
|
|
|
39,001
|
|
|
41,437
|
|
|
42,651
|
|
|
43,614
|
|
|
44,175
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
13,291
|
|
|
26,291
|
|
|
32,237
|
|
|
35,295
|
|
|
37,027
|
|
|
38,437
|
|
|
39,167
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
14,015
|
|
|
28,109
|
|
|
33,943
|
|
|
37,307
|
|
|
39,456
|
|
|
40,292
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
14,917
|
|
|
29,219
|
|
|
35,061
|
|
|
37,907
|
|
|
39,254
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,692
|
|
|
28,894
|
|
|
35,883
|
|
|
39,046
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,956
|
|
|
29,023
|
|
|
35,458
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,473
|
|
|
29,592
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,863
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
363,251
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
34,420
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
138,322
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Other liability insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
46,327
|
|
|
$
|
40,005
|
|
|
$
|
38,877
|
|
|
$
|
34,689
|
|
|
$
|
38,755
|
|
|
$
|
37,005
|
|
|
$
|
36,305
|
|
|
$
|
35,528
|
|
|
$
|
35,491
|
|
|
$
|
34,941
|
|
|
$
|
538
|
|
|
10,957
|
|
2009
|
|
|
|
44,497
|
|
|
39,908
|
|
|
37,650
|
|
|
34,263
|
|
|
35,614
|
|
|
32,827
|
|
|
32,384
|
|
|
32,521
|
|
|
32,063
|
|
|
647
|
|
|
9,844
|
|
||||||||||||
2010
|
|
|
|
|
|
41,624
|
|
|
36,213
|
|
|
34,655
|
|
|
38,829
|
|
|
36,137
|
|
|
34,655
|
|
|
34,556
|
|
|
33,736
|
|
|
639
|
|
|
10,144
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
44,490
|
|
|
42,982
|
|
|
35,125
|
|
|
35,177
|
|
|
33,649
|
|
|
32,452
|
|
|
31,711
|
|
|
992
|
|
|
9,994
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
42,661
|
|
|
42,081
|
|
|
41,139
|
|
|
40,275
|
|
|
37,093
|
|
|
37,180
|
|
|
38
|
|
|
10,043
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
47,974
|
|
|
43,837
|
|
|
42,544
|
|
|
42,187
|
|
|
39,175
|
|
|
3,666
|
|
|
10,580
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,382
|
|
|
54,403
|
|
|
52,601
|
|
|
51,047
|
|
|
1,662
|
|
|
10,878
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,221
|
|
|
47,553
|
|
|
43,379
|
|
|
9,566
|
|
|
10,496
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,052
|
|
|
56,384
|
|
|
12,913
|
|
|
10,262
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,420
|
|
|
25,293
|
|
|
8,407
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
419,036
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
4,299
|
|
|
$
|
10,443
|
|
|
$
|
16,525
|
|
|
$
|
24,139
|
|
|
$
|
28,476
|
|
|
$
|
31,270
|
|
|
$
|
32,514
|
|
|
$
|
32,863
|
|
|
$
|
33,162
|
|
|
$
|
33,451
|
|
|
|
|
|
|||
2009
|
|
|
|
3,294
|
|
|
10,707
|
|
|
16,718
|
|
|
22,276
|
|
|
26,255
|
|
|
28,172
|
|
|
29,722
|
|
|
30,176
|
|
|
30,488
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
3,403
|
|
|
8,315
|
|
|
15,041
|
|
|
21,732
|
|
|
27,612
|
|
|
29,688
|
|
|
30,711
|
|
|
31,776
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
4,730
|
|
|
10,572
|
|
|
17,308
|
|
|
22,154
|
|
|
25,647
|
|
|
28,228
|
|
|
29,060
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
4,720
|
|
|
12,851
|
|
|
19,661
|
|
|
25,095
|
|
|
29,651
|
|
|
32,753
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
4,414
|
|
|
11,894
|
|
|
21,122
|
|
|
27,642
|
|
|
31,752
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,630
|
|
|
17,267
|
|
|
27,506
|
|
|
35,318
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,331
|
|
|
11,588
|
|
|
19,022
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,403
|
|
|
18,784
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,322
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
268,726
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
13,369
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
163,679
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Personal auto liability insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
9,024
|
|
|
$
|
8,221
|
|
|
$
|
8,121
|
|
|
$
|
8,098
|
|
|
$
|
8,094
|
|
|
$
|
7,909
|
|
|
$
|
7,876
|
|
|
$
|
7,833
|
|
|
$
|
7,862
|
|
|
$
|
7,804
|
|
|
$
|
—
|
|
|
6,783
|
|
2009
|
|
|
|
10,168
|
|
|
9,653
|
|
|
9,452
|
|
|
9,386
|
|
|
9,353
|
|
|
9,382
|
|
|
9,339
|
|
|
9,325
|
|
|
9,312
|
|
|
(2
|
)
|
|
7,523
|
|
||||||||||||
2010
|
|
|
|
|
|
9,815
|
|
|
9,851
|
|
|
9,736
|
|
|
9,698
|
|
|
9,700
|
|
|
9,656
|
|
|
9,676
|
|
|
9,649
|
|
|
2
|
|
|
7,431
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
9,741
|
|
|
9,388
|
|
|
9,331
|
|
|
9,432
|
|
|
9,460
|
|
|
9,311
|
|
|
9,413
|
|
|
10
|
|
|
8,051
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
10,917
|
|
|
10,756
|
|
|
11,023
|
|
|
10,731
|
|
|
10,537
|
|
|
10,626
|
|
|
7
|
|
|
7,872
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
10,492
|
|
|
10,384
|
|
|
10,376
|
|
|
10,085
|
|
|
10,085
|
|
|
22
|
|
|
7,235
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,573
|
|
|
9,631
|
|
|
9,331
|
|
|
9,204
|
|
|
27
|
|
|
6,312
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,119
|
|
|
8,638
|
|
|
8,378
|
|
|
181
|
|
|
5,666
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,404
|
|
|
6,584
|
|
|
108
|
|
|
4,693
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,043
|
|
|
553
|
|
|
4,427
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
88,098
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
3,096
|
|
|
$
|
5,798
|
|
|
$
|
6,743
|
|
|
$
|
7,291
|
|
|
$
|
7,558
|
|
|
$
|
7,794
|
|
|
$
|
7,810
|
|
|
$
|
7,809
|
|
|
$
|
7,805
|
|
|
$
|
7,804
|
|
|
|
|
|
|||
2009
|
|
|
|
3,564
|
|
|
6,393
|
|
|
7,966
|
|
|
8,905
|
|
|
9,049
|
|
|
9,194
|
|
|
9,204
|
|
|
9,278
|
|
|
9,314
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
3,988
|
|
|
6,666
|
|
|
8,250
|
|
|
9,108
|
|
|
9,401
|
|
|
9,562
|
|
|
9,632
|
|
|
9,631
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
3,950
|
|
|
6,842
|
|
|
8,129
|
|
|
8,883
|
|
|
9,038
|
|
|
9,153
|
|
|
9,335
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
4,779
|
|
|
7,439
|
|
|
9,091
|
|
|
9,871
|
|
|
10,244
|
|
|
10,415
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
4,377
|
|
|
7,521
|
|
|
8,985
|
|
|
9,648
|
|
|
9,932
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,970
|
|
|
6,392
|
|
|
7,755
|
|
|
8,598
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,800
|
|
|
6,229
|
|
|
7,535
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,505
|
|
|
5,427
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,467
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
81,458
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
71
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
6,711
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Homeowners insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
22,736
|
|
|
$
|
20,222
|
|
|
$
|
19,894
|
|
|
$
|
19,924
|
|
|
$
|
19,905
|
|
|
$
|
19,886
|
|
|
$
|
19,886
|
|
|
$
|
19,901
|
|
|
$
|
19,908
|
|
|
$
|
19,911
|
|
|
$
|
—
|
|
|
12,999
|
|
2009
|
|
|
|
18,109
|
|
|
16,606
|
|
|
16,467
|
|
|
16,379
|
|
|
16,352
|
|
|
16,394
|
|
|
16,465
|
|
|
16,464
|
|
|
16,467
|
|
|
—
|
|
|
11,486
|
|
||||||||||||
2010
|
|
|
|
|
|
17,875
|
|
|
17,523
|
|
|
17,074
|
|
|
17,053
|
|
|
17,093
|
|
|
17,129
|
|
|
17,146
|
|
|
17,139
|
|
|
7
|
|
|
12,146
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
24,530
|
|
|
23,389
|
|
|
22,975
|
|
|
23,309
|
|
|
23,448
|
|
|
23,415
|
|
|
23,350
|
|
|
(19
|
)
|
|
14,287
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
16,057
|
|
|
16,496
|
|
|
16,836
|
|
|
16,929
|
|
|
16,892
|
|
|
16,879
|
|
|
(24
|
)
|
|
10,113
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
14,844
|
|
|
14,833
|
|
|
14,685
|
|
|
14,784
|
|
|
14,737
|
|
|
(14
|
)
|
|
8,688
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,228
|
|
|
13,328
|
|
|
13,447
|
|
|
13,427
|
|
|
18
|
|
|
7,423
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,233
|
|
|
11,153
|
|
|
11,041
|
|
|
(25
|
)
|
|
5,940
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,801
|
|
|
11,377
|
|
|
87
|
|
|
7,281
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,926
|
|
|
(221
|
)
|
|
7,359
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
154,254
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
15,642
|
|
|
$
|
19,385
|
|
|
$
|
19,550
|
|
|
$
|
19,787
|
|
|
$
|
19,891
|
|
|
$
|
19,902
|
|
|
$
|
19,903
|
|
|
$
|
19,902
|
|
|
$
|
19,908
|
|
|
$
|
19,911
|
|
|
|
|
|
|||
2009
|
|
|
|
12,645
|
|
|
15,885
|
|
|
16,135
|
|
|
16,246
|
|
|
16,288
|
|
|
16,315
|
|
|
16,421
|
|
|
16,464
|
|
|
16,467
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
13,457
|
|
|
16,633
|
|
|
16,909
|
|
|
17,011
|
|
|
17,128
|
|
|
17,128
|
|
|
17,130
|
|
|
17,132
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
19,828
|
|
|
22,421
|
|
|
22,737
|
|
|
23,136
|
|
|
23,403
|
|
|
23,370
|
|
|
23,368
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
13,759
|
|
|
16,283
|
|
|
16,582
|
|
|
16,793
|
|
|
16,859
|
|
|
16,905
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
11,735
|
|
|
14,285
|
|
|
14,621
|
|
|
14,681
|
|
|
14,703
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,065
|
|
|
13,025
|
|
|
13,215
|
|
|
13,269
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,650
|
|
|
10,456
|
|
|
10,730
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,573
|
|
|
10,869
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,760
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
152,114
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
91
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
2,231
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Auto physical damage insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
|||||||||||||||||||||||
2008
|
|
$
|
19,589
|
|
|
$
|
17,743
|
|
|
$
|
17,598
|
|
|
$
|
17,584
|
|
|
$
|
17,578
|
|
|
$
|
17,567
|
|
|
$
|
17,562
|
|
|
$
|
17,558
|
|
|
$
|
17,540
|
|
|
$
|
17,541
|
|
|
$
|
(9
|
)
|
|
28,635
|
|
2009
|
|
|
|
18,077
|
|
|
16,744
|
|
|
16,720
|
|
|
16,639
|
|
|
16,593
|
|
|
16,605
|
|
|
16,602
|
|
|
16,587
|
|
|
16,590
|
|
|
(11
|
)
|
|
29,424
|
|
||||||||||||
2010
|
|
|
|
|
|
19,249
|
|
|
18,657
|
|
|
18,538
|
|
|
18,549
|
|
|
18,527
|
|
|
18,532
|
|
|
18,488
|
|
|
18,494
|
|
|
(28
|
)
|
|
31,518
|
|
|||||||||||||
2011
|
|
|
|
|
|
|
|
21,965
|
|
|
21,003
|
|
|
20,919
|
|
|
20,917
|
|
|
20,915
|
|
|
20,877
|
|
|
20,867
|
|
|
(27
|
)
|
|
34,394
|
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
21,389
|
|
|
21,342
|
|
|
21,263
|
|
|
21,233
|
|
|
21,161
|
|
|
21,184
|
|
|
(30
|
)
|
|
31,099
|
|
|||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
22,847
|
|
|
22,553
|
|
|
22,486
|
|
|
22,371
|
|
|
22,408
|
|
|
(4
|
)
|
|
31,041
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,897
|
|
|
24,115
|
|
|
23,904
|
|
|
23,946
|
|
|
(51
|
)
|
|
31,580
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,950
|
|
|
26,612
|
|
|
26,331
|
|
|
(10
|
)
|
|
30,665
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,070
|
|
|
27,629
|
|
|
(310
|
)
|
|
30,715
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,523
|
|
|
(1,868
|
)
|
|
29,755
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
223,513
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||||||||||||
2008
|
|
$
|
16,491
|
|
|
$
|
17,662
|
|
|
$
|
17,577
|
|
|
$
|
17,570
|
|
|
$
|
17,577
|
|
|
$
|
17,564
|
|
|
$
|
17,560
|
|
|
$
|
17,557
|
|
|
$
|
17,555
|
|
|
$
|
17,550
|
|
|
|
|
|
|||
2009
|
|
|
|
15,566
|
|
|
16,661
|
|
|
16,687
|
|
|
16,636
|
|
|
16,592
|
|
|
16,603
|
|
|
16,602
|
|
|
16,601
|
|
|
16,599
|
|
|
|
|
|
||||||||||||||
2010
|
|
|
|
|
|
17,113
|
|
|
18,557
|
|
|
18,529
|
|
|
18,540
|
|
|
18,523
|
|
|
18,528
|
|
|
18,521
|
|
|
18,521
|
|
|
|
|
|
|||||||||||||||
2011
|
|
|
|
|
|
|
|
19,849
|
|
|
20,984
|
|
|
20,912
|
|
|
20,904
|
|
|
20,912
|
|
|
20,900
|
|
|
20,892
|
|
|
|
|
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
19,719
|
|
|
21,328
|
|
|
21,256
|
|
|
21,227
|
|
|
21,216
|
|
|
21,216
|
|
|
|
|
|
|||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
20,774
|
|
|
22,512
|
|
|
22,463
|
|
|
22,417
|
|
|
22,408
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,743
|
|
|
24,110
|
|
|
23,987
|
|
|
23,978
|
|
|
|
|
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,483
|
|
|
26,538
|
|
|
26,327
|
|
|
|
|
|
||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,871
|
|
|
27,883
|
|
|
|
|
|
|||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,452
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
222,826
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
(33
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
654
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Assumed pro rata reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Incurred losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
As of December 31, 2017
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
Audited
|
|
Audited
|
||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
IBNR
reserves carried |
|
Cumulative
number of reported claims |
||||||||||||||||||||||
2008
|
|
$
|
29,931
|
|
|
$
|
25,463
|
|
|
$
|
24,129
|
|
|
$
|
24,473
|
|
|
$
|
23,972
|
|
|
$
|
24,103
|
|
|
$
|
23,914
|
|
|
$
|
24,068
|
|
|
$
|
24,126
|
|
|
$
|
24,084
|
|
|
$
|
261
|
|
|
Unavailable
|
2009
|
|
|
|
23,812
|
|
|
19,364
|
|
|
18,442
|
|
|
17,626
|
|
|
17,447
|
|
|
17,274
|
|
|
17,212
|
|
|
17,204
|
|
|
17,183
|
|
|
225
|
|
|
|||||||||||||
2010
|
|
|
|
|
|
19,629
|
|
|
17,279
|
|
|
16,658
|
|
|
15,993
|
|
|
15,807
|
|
|
15,589
|
|
|
15,539
|
|
|
15,533
|
|
|
135
|
|
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
30,231
|
|
|
30,316
|
|
|
29,848
|
|
|
29,075
|
|
|
28,459
|
|
|
28,440
|
|
|
28,339
|
|
|
182
|
|
|
|||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
22,113
|
|
|
21,580
|
|
|
21,110
|
|
|
18,429
|
|
|
17,855
|
|
|
17,644
|
|
|
349
|
|
|
||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
23,306
|
|
|
30,174
|
|
|
27,545
|
|
|
26,936
|
|
|
25,442
|
|
|
1,883
|
|
|
|||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,516
|
|
|
27,776
|
|
|
28,007
|
|
|
26,419
|
|
|
753
|
|
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,442
|
|
|
35,356
|
|
|
35,148
|
|
|
1,704
|
|
|
|||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,830
|
|
|
39,412
|
|
|
7,664
|
|
|
||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,989
|
|
|
14,704
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
259,193
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Cumulative paid losses and allocated settlement expenses, net of reinsurance, for the years ended December 31,
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
|
Supplementary unaudited information
|
|
Audited
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Accident
year |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
9,263
|
|
|
$
|
18,268
|
|
|
$
|
20,525
|
|
|
$
|
21,744
|
|
|
$
|
22,284
|
|
|
$
|
22,700
|
|
|
$
|
22,950
|
|
|
$
|
23,253
|
|
|
$
|
23,395
|
|
|
$
|
23,476
|
|
|
|
|
|
||
2009
|
|
|
|
6,105
|
|
|
13,004
|
|
|
14,644
|
|
|
15,481
|
|
|
16,024
|
|
|
16,283
|
|
|
16,463
|
|
|
16,651
|
|
|
16,748
|
|
|
|
|
|
|||||||||||||
2010
|
|
|
|
|
|
5,059
|
|
|
12,057
|
|
|
14,081
|
|
|
14,499
|
|
|
15,172
|
|
|
15,212
|
|
|
15,254
|
|
|
15,299
|
|
|
|
|
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
10,220
|
|
|
23,008
|
|
|
26,733
|
|
|
27,477
|
|
|
27,901
|
|
|
27,973
|
|
|
28,037
|
|
|
|
|
|
|||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
4,478
|
|
|
12,826
|
|
|
15,159
|
|
|
16,403
|
|
|
16,772
|
|
|
16,852
|
|
|
|
|
|
||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
3,886
|
|
|
12,639
|
|
|
17,963
|
|
|
21,123
|
|
|
21,864
|
|
|
|
|
|
|||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,052
|
|
|
16,185
|
|
|
20,745
|
|
|
23,567
|
|
|
|
|
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,569
|
|
|
22,042
|
|
|
30,356
|
|
|
|
|
|
|||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,673
|
|
|
22,280
|
|
|
|
|
|
||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,674
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
206,153
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
|
2,599
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Liability for losses and settlement expenses, net of reinsurance
|
|
|
$
|
55,639
|
|
|
|
|
|
($ in thousands)
|
|
December 31, 2017
|
||
Net outstanding liabilities for losses and allocated settlement expenses:
|
|
|
||
Commercial auto liability insurance
|
|
$
|
111,134
|
|
Commercial property insurance
|
|
30,542
|
|
|
Workers' compensation insurance
|
|
138,322
|
|
|
Other liability insurance
|
|
163,679
|
|
|
Personal auto liability insurance
|
|
6,711
|
|
|
Homeowners insurance
|
|
2,231
|
|
|
Auto physical damage insurance
|
|
654
|
|
|
Assumed pro rata reinsurance
|
|
55,639
|
|
|
Assumed excess of loss reinsurance
|
|
163,306
|
|
|
Other lines of insurance
|
|
2,283
|
|
|
Liability for losses and allocated settlement expenses, net of reinsurance
|
|
674,501
|
|
|
|
|
|
||
Ceded reserves for losses and allocated settlement expenses:
|
|
|
||
Commercial auto liability insurance
|
|
768
|
|
|
Commercial property insurance
|
|
4,624
|
|
|
Workers' compensation insurance
|
|
10,005
|
|
|
Other liability insurance
|
|
3,938
|
|
|
Personal auto liability insurance
|
|
1,337
|
|
|
Homeowners insurance
|
|
573
|
|
|
Auto physical damage insurance
|
|
228
|
|
|
Assumed pro rata reinsurance
|
|
7,167
|
|
|
Assumed excess of loss reinsurance
|
|
1,444
|
|
|
Other lines of insurance
|
|
839
|
|
|
Total ceded reserves for losses and allocated settlement expenses
|
|
30,923
|
|
|
|
|
|
||
Unallocated settlement expenses
|
|
27,188
|
|
|
Gross reserve for losses and settlement expenses
|
|
$
|
732,612
|
|
5.
|
ASBESTOS AND ENVIRONMENTAL CLAIMS
|
6.
|
STATUTORY INFORMATION AND DIVIDEND RESTRICTIONS
|
Year ended December 31, 2017
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
($ in thousands)
|
|
|
|
|
||||||||||||
Premiums earned
|
|
$
|
472,369
|
|
|
$
|
134,789
|
|
|
$
|
—
|
|
|
$
|
607,158
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
SAP underwriting profit (loss)
|
|
2,702
|
|
|
(15,386
|
)
|
|
—
|
|
|
(12,684
|
)
|
||||
GAAP adjustments
|
|
5,217
|
|
|
(670
|
)
|
|
—
|
|
|
4,547
|
|
||||
GAAP underwriting profit (loss)
|
|
7,919
|
|
|
(16,056
|
)
|
|
—
|
|
|
(8,137
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net investment income (loss)
|
|
32,670
|
|
|
12,771
|
|
|
38
|
|
|
45,479
|
|
||||
Net realized investment gains (losses)
|
|
4,896
|
|
|
1,660
|
|
|
—
|
|
|
6,556
|
|
||||
Other income (loss)
|
|
1,171
|
|
|
(1,519
|
)
|
|
—
|
|
|
(348
|
)
|
||||
Interest expense
|
|
337
|
|
|
—
|
|
|
—
|
|
|
337
|
|
||||
Other expenses
|
|
1,128
|
|
|
—
|
|
|
2,269
|
|
|
3,397
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
45,191
|
|
|
$
|
(3,144
|
)
|
|
$
|
(2,231
|
)
|
|
$
|
39,816
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
$
|
1,200,636
|
|
|
$
|
484,678
|
|
|
$
|
604,105
|
|
|
$
|
2,289,419
|
|
Eliminations
|
|
—
|
|
|
—
|
|
|
(599,036
|
)
|
|
(599,036
|
)
|
||||
Reclassifications
|
|
(1,393
|
)
|
|
(6,273
|
)
|
|
(777
|
)
|
|
(8,443
|
)
|
||||
Total assets
|
|
$
|
1,199,243
|
|
|
$
|
478,405
|
|
|
$
|
4,292
|
|
|
$
|
1,681,940
|
|
Year ended December 31, 2016
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
($ in thousands)
|
|
|
|
|
||||||||||||
Premiums earned
|
|
$
|
456,467
|
|
|
$
|
135,941
|
|
|
$
|
—
|
|
|
$
|
592,408
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
SAP underwriting profit (loss)
|
|
4,276
|
|
|
11,377
|
|
|
—
|
|
|
15,653
|
|
||||
GAAP adjustments
|
|
(934
|
)
|
|
(1,023
|
)
|
|
—
|
|
|
(1,957
|
)
|
||||
GAAP underwriting profit (loss)
|
|
3,342
|
|
|
10,354
|
|
|
—
|
|
|
13,696
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net investment income (loss)
|
|
33,886
|
|
|
13,591
|
|
|
13
|
|
|
47,490
|
|
||||
Net realized investment gains (losses)
|
|
4,082
|
|
|
(8
|
)
|
|
—
|
|
|
4,074
|
|
||||
Other income (loss)
|
|
594
|
|
|
417
|
|
|
—
|
|
|
1,011
|
|
||||
Interest expense
|
|
337
|
|
|
—
|
|
|
—
|
|
|
337
|
|
||||
Other expenses
|
|
721
|
|
|
—
|
|
|
2,006
|
|
|
2,727
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
40,846
|
|
|
$
|
24,354
|
|
|
$
|
(1,993
|
)
|
|
$
|
63,207
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
$
|
1,122,037
|
|
|
$
|
455,493
|
|
|
$
|
554,164
|
|
|
$
|
2,131,694
|
|
Eliminations
|
|
—
|
|
|
—
|
|
|
(540,249
|
)
|
|
(540,249
|
)
|
||||
Reclassifications
|
|
—
|
|
|
(1,932
|
)
|
|
(700
|
)
|
|
(2,632
|
)
|
||||
Total assets
|
|
$
|
1,122,037
|
|
|
$
|
453,561
|
|
|
$
|
13,215
|
|
|
$
|
1,588,813
|
|
Year ended December 31, 2015
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
($ in thousands)
|
|
|
|
|
||||||||||||
Premiums earned
|
|
$
|
447,197
|
|
|
$
|
123,069
|
|
|
$
|
—
|
|
|
$
|
570,266
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
SAP underwriting profit (loss)
|
|
2,494
|
|
|
13,228
|
|
|
—
|
|
|
15,722
|
|
||||
GAAP adjustments
|
|
5,460
|
|
|
41
|
|
|
—
|
|
|
5,501
|
|
||||
GAAP underwriting profit (loss)
|
|
7,954
|
|
|
13,269
|
|
|
—
|
|
|
21,223
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net investment income (loss)
|
|
32,668
|
|
|
12,923
|
|
|
(9
|
)
|
|
45,582
|
|
||||
Net realized investment gains (losses)
|
|
4,163
|
|
|
1,990
|
|
|
—
|
|
|
6,153
|
|
||||
Other income (loss)
|
|
771
|
|
|
954
|
|
|
—
|
|
|
1,725
|
|
||||
Interest expense
|
|
337
|
|
|
—
|
|
|
—
|
|
|
337
|
|
||||
Other expenses
|
|
748
|
|
|
—
|
|
|
1,942
|
|
|
2,690
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
44,471
|
|
|
$
|
29,136
|
|
|
$
|
(1,951
|
)
|
|
$
|
71,656
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Property and casualty insurance segment
|
|
|
|
|
|
|
||||||
Commercial lines:
|
|
|
|
|
|
|
||||||
Automobile
|
|
$
|
118,224
|
|
|
$
|
110,941
|
|
|
$
|
105,904
|
|
Property
|
|
108,162
|
|
|
105,012
|
|
|
104,303
|
|
|||
Workers' compensation
|
|
100,552
|
|
|
96,517
|
|
|
92,828
|
|
|||
Other liability
|
|
98,674
|
|
|
96,630
|
|
|
92,665
|
|
|||
Other
|
|
8,719
|
|
|
8,374
|
|
|
8,079
|
|
|||
Total commercial lines
|
|
434,331
|
|
|
417,474
|
|
|
403,779
|
|
|||
|
|
|
|
|
|
|
||||||
Personal lines
|
|
38,038
|
|
|
38,993
|
|
|
43,418
|
|
|||
Total property and casualty insurance
|
|
$
|
472,369
|
|
|
$
|
456,467
|
|
|
$
|
447,197
|
|
|
|
|
|
|
|
|
||||||
Reinsurance segment
|
|
|
|
|
|
|
||||||
Pro rata reinsurance
|
|
$
|
44,636
|
|
|
$
|
56,317
|
|
|
$
|
47,421
|
|
Excess of loss reinsurance
|
|
90,153
|
|
|
79,624
|
|
|
75,648
|
|
|||
Total reinsurance
|
|
$
|
134,789
|
|
|
$
|
135,941
|
|
|
$
|
123,069
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
607,158
|
|
|
$
|
592,408
|
|
|
$
|
570,266
|
|
8.
|
DISCLOSURES ABOUT THE FAIR VALUES OF FINANCIAL INSTRUMENTS
|
December 31, 2017
|
|
Carrying
amounts |
|
Estimated
fair values |
||||
($ in thousands)
|
|
|
||||||
Assets:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
||||
U.S. treasury
|
|
$
|
8,078
|
|
|
$
|
8,078
|
|
U.S. government-sponsored agencies
|
|
297,949
|
|
|
297,949
|
|
||
Obligations of states and political subdivisions
|
|
307,536
|
|
|
307,536
|
|
||
Commercial mortgage-backed
|
|
83,980
|
|
|
83,980
|
|
||
Residential mortgage-backed
|
|
119,799
|
|
|
119,799
|
|
||
Other asset-backed
|
|
24,114
|
|
|
24,114
|
|
||
Corporate
|
|
433,560
|
|
|
433,560
|
|
||
Total fixed maturity securities available-for-sale
|
|
1,275,016
|
|
|
1,275,016
|
|
||
|
|
|
|
|
||||
Equity securities available-for-sale:
|
|
|
|
|
||||
Common stocks:
|
|
|
|
|
||||
Financial services
|
|
43,522
|
|
|
43,522
|
|
||
Information technology
|
|
35,810
|
|
|
35,810
|
|
||
Healthcare
|
|
30,595
|
|
|
30,595
|
|
||
Consumer staples
|
|
14,127
|
|
|
14,127
|
|
||
Consumer discretionary
|
|
20,538
|
|
|
20,538
|
|
||
Energy
|
|
16,905
|
|
|
16,905
|
|
||
Industrials
|
|
28,489
|
|
|
28,489
|
|
||
Other
|
|
16,421
|
|
|
16,421
|
|
||
Non-redeemable preferred stocks
|
|
21,708
|
|
|
21,708
|
|
||
Total equity securities available-for-sale
|
|
228,115
|
|
|
228,115
|
|
||
|
|
|
|
|
||||
Short-term investments
|
|
23,613
|
|
|
23,613
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Surplus notes
|
|
25,000
|
|
|
16,689
|
|
December 31, 2016
|
|
Carrying
amounts |
|
Estimated
fair values |
||||
($ in thousands)
|
|
|
||||||
Assets:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
||||
U.S. treasury
|
|
$
|
7,830
|
|
|
$
|
7,830
|
|
U.S. government-sponsored agencies
|
|
239,197
|
|
|
239,197
|
|
||
Obligations of states and political subdivisions
|
|
335,757
|
|
|
335,757
|
|
||
Commercial mortgage-backed
|
|
37,572
|
|
|
37,572
|
|
||
Residential mortgage-backed
|
|
96,434
|
|
|
96,434
|
|
||
Other asset-backed
|
|
26,393
|
|
|
26,393
|
|
||
Corporate
|
|
456,516
|
|
|
456,516
|
|
||
Total fixed maturity securities available-for-sale
|
|
1,199,699
|
|
|
1,199,699
|
|
||
|
|
|
|
|
||||
Equity securities available-for-sale:
|
|
|
|
|
||||
Common stocks:
|
|
|
|
|
||||
Financial services
|
|
35,122
|
|
|
35,122
|
|
||
Information technology
|
|
30,542
|
|
|
30,542
|
|
||
Healthcare
|
|
24,707
|
|
|
24,707
|
|
||
Consumer staples
|
|
19,100
|
|
|
19,100
|
|
||
Consumer discretionary
|
|
22,321
|
|
|
22,321
|
|
||
Energy
|
|
19,071
|
|
|
19,071
|
|
||
Industrials
|
|
24,245
|
|
|
24,245
|
|
||
Other
|
|
18,384
|
|
|
18,384
|
|
||
Non-redeemable preferred stocks
|
|
20,347
|
|
|
20,347
|
|
||
Total equity securities available-for-sale
|
|
213,839
|
|
|
213,839
|
|
||
|
|
|
|
|
||||
Short-term investments
|
|
39,670
|
|
|
39,670
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Surplus notes
|
|
25,000
|
|
|
11,228
|
|
|
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 market 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.
|
December 31, 2017
|
|
|
|
Fair value measurements using
|
||||||||||||
($ in thousands)
|
|
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
|
|
$
|
8,078
|
|
|
$
|
—
|
|
|
$
|
8,078
|
|
|
$
|
—
|
|
U.S. government-sponsored agencies
|
|
297,949
|
|
|
—
|
|
|
297,949
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
307,536
|
|
|
—
|
|
|
307,536
|
|
|
—
|
|
||||
Commercial mortgage-backed
|
|
83,980
|
|
|
—
|
|
|
83,980
|
|
|
—
|
|
||||
Residential mortgage-backed
|
|
119,799
|
|
|
—
|
|
|
119,799
|
|
|
—
|
|
||||
Other asset-backed
|
|
24,114
|
|
|
—
|
|
|
24,114
|
|
|
—
|
|
||||
Corporate
|
|
433,560
|
|
|
—
|
|
|
432,940
|
|
|
620
|
|
||||
Total fixed maturity securities available-for-sale
|
|
1,275,016
|
|
|
—
|
|
|
1,274,396
|
|
|
620
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
43,522
|
|
|
43,519
|
|
|
—
|
|
|
3
|
|
||||
Information technology
|
|
35,810
|
|
|
35,810
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
30,595
|
|
|
30,595
|
|
|
—
|
|
|
—
|
|
||||
Consumer staples
|
|
14,127
|
|
|
14,127
|
|
|
—
|
|
|
—
|
|
||||
Consumer discretionary
|
|
20,538
|
|
|
20,538
|
|
|
—
|
|
|
—
|
|
||||
Energy
|
|
16,905
|
|
|
16,905
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
28,489
|
|
|
28,489
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
16,421
|
|
|
16,421
|
|
|
—
|
|
|
—
|
|
||||
Non-redeemable preferred stocks
|
|
21,708
|
|
|
9,512
|
|
|
10,196
|
|
|
2,000
|
|
||||
Total equity securities available-for-sale
|
|
228,115
|
|
|
215,916
|
|
|
10,196
|
|
|
2,003
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
23,613
|
|
|
23,613
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Financial instruments not reported at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Surplus notes
|
|
16,689
|
|
|
—
|
|
|
—
|
|
|
16,689
|
|
December 31, 2016
|
|
|
|
Fair value measurements using
|
||||||||||||
($ in thousands)
|
|
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
|
|
$
|
7,830
|
|
|
$
|
—
|
|
|
$
|
7,830
|
|
|
$
|
—
|
|
U.S. government-sponsored agencies
|
|
239,197
|
|
|
—
|
|
|
239,197
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
335,757
|
|
|
—
|
|
|
335,757
|
|
|
—
|
|
||||
Commercial mortgage-backed
|
|
37,572
|
|
|
—
|
|
|
37,572
|
|
|
—
|
|
||||
Residential mortgage-backed
|
|
96,434
|
|
|
—
|
|
|
96,434
|
|
|
—
|
|
||||
Other asset-backed
|
|
26,393
|
|
|
—
|
|
|
26,393
|
|
|
—
|
|
||||
Corporate
|
|
456,516
|
|
|
—
|
|
|
455,534
|
|
|
982
|
|
||||
Total fixed maturity securities available-for-sale
|
|
1,199,699
|
|
|
—
|
|
|
1,198,717
|
|
|
982
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
35,122
|
|
|
35,119
|
|
|
—
|
|
|
3
|
|
||||
Information technology
|
|
30,542
|
|
|
30,542
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
24,707
|
|
|
24,707
|
|
|
—
|
|
|
—
|
|
||||
Consumer staples
|
|
19,100
|
|
|
19,100
|
|
|
—
|
|
|
—
|
|
||||
Consumer discretionary
|
|
22,321
|
|
|
22,321
|
|
|
—
|
|
|
—
|
|
||||
Energy
|
|
19,071
|
|
|
19,071
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
24,245
|
|
|
24,245
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
18,384
|
|
|
18,384
|
|
|
—
|
|
|
—
|
|
||||
Non-redeemable preferred stocks
|
|
20,347
|
|
|
11,074
|
|
|
7,273
|
|
|
2,000
|
|
||||
Total equity securities available-for-sale
|
|
213,839
|
|
|
204,563
|
|
|
7,273
|
|
|
2,003
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
39,670
|
|
|
39,670
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Financial instruments not reported at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Surplus notes
|
|
11,228
|
|
|
—
|
|
|
—
|
|
|
11,228
|
|
|
|
Fair value measurements using significant unobservable (Level 3) inputs
|
||||||||||||||
($ in thousands)
|
|
Fixed maturity securities available-for-sale, corporate
|
|
Equity securities
available-for-sale, financial services |
|
Equity securities available-for-sale, non-redeemable preferred stocks
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
1,329
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
1,332
|
|
Purchases
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
||||
Settlements
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
||||
Unrealized losses included in other comprehensive income (loss)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Balance at December 31, 2016
|
|
982
|
|
|
3
|
|
|
2,000
|
|
|
2,985
|
|
||||
Settlements
|
|
(356
|
)
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
||||
Unrealized losses included in other comprehensive income (loss)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
620
|
|
|
$
|
3
|
|
|
$
|
2,000
|
|
|
$
|
2,623
|
|
9.
|
INVESTMENTS
|
December 31, 2017
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair values |
||||||||
($ in thousands)
|
|
|
|
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
8,115
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
8,078
|
|
U.S. government-sponsored agencies
|
|
303,932
|
|
|
122
|
|
|
6,105
|
|
|
297,949
|
|
||||
Obligations of states and political subdivisions
|
|
290,038
|
|
|
17,729
|
|
|
231
|
|
|
307,536
|
|
||||
Commercial mortgage-backed
|
|
84,058
|
|
|
591
|
|
|
669
|
|
|
83,980
|
|
||||
Residential mortgage-backed
|
|
120,554
|
|
|
2,479
|
|
|
3,234
|
|
|
119,799
|
|
||||
Other asset-backed
|
|
23,934
|
|
|
625
|
|
|
445
|
|
|
24,114
|
|
||||
Corporate
|
|
422,535
|
|
|
11,490
|
|
|
465
|
|
|
433,560
|
|
||||
Total fixed maturity securities
|
|
1,253,166
|
|
|
33,036
|
|
|
11,186
|
|
|
1,275,016
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
30,103
|
|
|
13,594
|
|
|
175
|
|
|
43,522
|
|
||||
Information technology
|
|
18,308
|
|
|
17,504
|
|
|
2
|
|
|
35,810
|
|
||||
Healthcare
|
|
18,877
|
|
|
11,876
|
|
|
158
|
|
|
30,595
|
|
||||
Consumer staples
|
|
9,275
|
|
|
4,917
|
|
|
65
|
|
|
14,127
|
|
||||
Consumer discretionary
|
|
10,935
|
|
|
9,640
|
|
|
37
|
|
|
20,538
|
|
||||
Energy
|
|
12,441
|
|
|
5,381
|
|
|
917
|
|
|
16,905
|
|
||||
Industrials
|
|
12,746
|
|
|
15,757
|
|
|
14
|
|
|
28,489
|
|
||||
Other
|
|
11,058
|
|
|
5,363
|
|
|
—
|
|
|
16,421
|
|
||||
Non-redeemable preferred stocks
|
|
20,531
|
|
|
1,216
|
|
|
39
|
|
|
21,708
|
|
||||
Total equity securities
|
|
144,274
|
|
|
85,248
|
|
|
1,407
|
|
|
228,115
|
|
||||
Total securities available-for-sale
|
|
$
|
1,397,440
|
|
|
$
|
118,284
|
|
|
$
|
12,593
|
|
|
$
|
1,503,131
|
|
December 31, 2016
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair values |
||||||||
($ in thousands)
|
|
|
|
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
7,841
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
7,830
|
|
U.S. government-sponsored agencies
|
|
249,495
|
|
|
311
|
|
|
10,609
|
|
|
239,197
|
|
||||
Obligations of states and political subdivisions
|
|
319,663
|
|
|
17,034
|
|
|
940
|
|
|
335,757
|
|
||||
Commercial mortgage-backed
|
|
37,964
|
|
|
741
|
|
|
1,133
|
|
|
37,572
|
|
||||
Residential mortgage-backed
|
|
102,307
|
|
|
1,435
|
|
|
7,308
|
|
|
96,434
|
|
||||
Other asset-backed
|
|
26,592
|
|
|
732
|
|
|
931
|
|
|
26,393
|
|
||||
Corporate
|
|
445,663
|
|
|
12,232
|
|
|
1,379
|
|
|
456,516
|
|
||||
Total fixed maturity securities
|
|
1,189,525
|
|
|
32,485
|
|
|
22,311
|
|
|
1,199,699
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
22,922
|
|
|
12,410
|
|
|
210
|
|
|
35,122
|
|
||||
Information technology
|
|
19,832
|
|
|
10,739
|
|
|
29
|
|
|
30,542
|
|
||||
Healthcare
|
|
16,092
|
|
|
8,700
|
|
|
85
|
|
|
24,707
|
|
||||
Consumer staples
|
|
13,438
|
|
|
5,787
|
|
|
125
|
|
|
19,100
|
|
||||
Consumer discretionary
|
|
14,812
|
|
|
7,672
|
|
|
163
|
|
|
22,321
|
|
||||
Energy
|
|
14,276
|
|
|
4,873
|
|
|
78
|
|
|
19,071
|
|
||||
Industrials
|
|
13,005
|
|
|
11,258
|
|
|
18
|
|
|
24,245
|
|
||||
Other
|
|
13,071
|
|
|
5,345
|
|
|
32
|
|
|
18,384
|
|
||||
Non-redeemable preferred stocks
|
|
20,031
|
|
|
483
|
|
|
167
|
|
|
20,347
|
|
||||
Total equity securities
|
|
147,479
|
|
|
67,267
|
|
|
907
|
|
|
213,839
|
|
||||
Total securities available-for-sale
|
|
$
|
1,337,004
|
|
|
$
|
99,752
|
|
|
$
|
23,218
|
|
|
$
|
1,413,538
|
|
December 31, 2017
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
($ in thousands)
|
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury
|
|
$
|
8,078
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,078
|
|
|
$
|
37
|
|
U.S. government-sponsored agencies
|
|
134,284
|
|
|
1,491
|
|
|
127,604
|
|
|
4,614
|
|
|
261,888
|
|
|
6,105
|
|
||||||
Obligations of states and political subdivisions
|
|
—
|
|
|
—
|
|
|
14,416
|
|
|
231
|
|
|
14,416
|
|
|
231
|
|
||||||
Commercial mortgage-backed
|
|
32,155
|
|
|
221
|
|
|
8,530
|
|
|
448
|
|
|
40,685
|
|
|
669
|
|
||||||
Residential mortgage-backed
|
|
30,003
|
|
|
394
|
|
|
22,948
|
|
|
2,840
|
|
|
52,951
|
|
|
3,234
|
|
||||||
Other asset-backed
|
|
—
|
|
|
—
|
|
|
13,440
|
|
|
445
|
|
|
13,440
|
|
|
445
|
|
||||||
Corporate
|
|
28,314
|
|
|
329
|
|
|
4,047
|
|
|
136
|
|
|
32,361
|
|
|
465
|
|
||||||
Total fixed maturity securities
|
|
232,834
|
|
|
2,472
|
|
|
190,985
|
|
|
8,714
|
|
|
423,819
|
|
|
11,186
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
4,391
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
4,391
|
|
|
175
|
|
||||||
Information technology
|
|
344
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
2
|
|
||||||
Healthcare
|
|
2,532
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
158
|
|
||||||
Consumer staples
|
|
575
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
65
|
|
||||||
Consumer discretionary
|
|
992
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|
37
|
|
||||||
Energy
|
|
3,181
|
|
|
917
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|
917
|
|
||||||
Industrials
|
|
3,016
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
3,016
|
|
|
14
|
|
||||||
Non-redeemable preferred stocks
|
|
—
|
|
|
—
|
|
|
1,961
|
|
|
39
|
|
|
1,961
|
|
|
39
|
|
||||||
Total equity securities
|
|
15,031
|
|
|
1,368
|
|
|
1,961
|
|
|
39
|
|
|
16,992
|
|
|
1,407
|
|
||||||
Total temporarily impaired securities
|
|
$
|
247,865
|
|
|
$
|
3,840
|
|
|
$
|
192,946
|
|
|
$
|
8,753
|
|
|
$
|
440,811
|
|
|
$
|
12,593
|
|
December 31, 2016
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
($ in thousands)
|
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
|
Fair
values |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury
|
|
$
|
7,830
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,830
|
|
|
$
|
11
|
|
U.S. government-sponsored agencies
|
|
202,900
|
|
|
10,609
|
|
|
—
|
|
|
—
|
|
|
202,900
|
|
|
10,609
|
|
||||||
Obligations of states and political subdivisions
|
|
43,777
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
43,777
|
|
|
940
|
|
||||||
Commercial mortgage-backed
|
|
21,695
|
|
|
1,133
|
|
|
—
|
|
|
—
|
|
|
21,695
|
|
|
1,133
|
|
||||||
Residential mortgage-backed
|
|
26,217
|
|
|
1,232
|
|
|
23,625
|
|
|
6,076
|
|
|
49,842
|
|
|
7,308
|
|
||||||
Other asset-backed
|
|
19,091
|
|
|
931
|
|
|
—
|
|
|
—
|
|
|
19,091
|
|
|
931
|
|
||||||
Corporate
|
|
82,657
|
|
|
1,273
|
|
|
8,625
|
|
|
106
|
|
|
91,282
|
|
|
1,379
|
|
||||||
Total fixed maturity securities
|
|
404,167
|
|
|
16,129
|
|
|
32,250
|
|
|
6,182
|
|
|
436,417
|
|
|
22,311
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
1,462
|
|
|
12
|
|
|
908
|
|
|
198
|
|
|
2,370
|
|
|
210
|
|
||||||
Information technology
|
|
1,947
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
1,947
|
|
|
29
|
|
||||||
Healthcare
|
|
3,585
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
3,585
|
|
|
85
|
|
||||||
Consumer staples
|
|
2,427
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
2,427
|
|
|
125
|
|
||||||
Consumer discretionary
|
|
1,637
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
1,637
|
|
|
163
|
|
||||||
Energy
|
|
1,621
|
|
|
33
|
|
|
1,188
|
|
|
45
|
|
|
2,809
|
|
|
78
|
|
||||||
Industrials
|
|
779
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
779
|
|
|
18
|
|
||||||
Other
|
|
1,472
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
1,472
|
|
|
32
|
|
||||||
Non-redeemable preferred stocks
|
|
3,356
|
|
|
44
|
|
|
1,877
|
|
|
123
|
|
|
5,233
|
|
|
167
|
|
||||||
Total equity securities
|
|
18,286
|
|
|
541
|
|
|
3,973
|
|
|
366
|
|
|
22,259
|
|
|
907
|
|
||||||
Total temporarily impaired securities
|
|
$
|
422,453
|
|
|
$
|
16,670
|
|
|
$
|
36,223
|
|
|
$
|
6,548
|
|
|
$
|
458,676
|
|
|
$
|
23,218
|
|
($ in thousands)
|
|
Amortized
cost |
|
Estimated
fair values |
||||
Securities available-for-sale:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
40,543
|
|
|
$
|
41,094
|
|
Due after one year through five years
|
|
173,741
|
|
|
177,883
|
|
||
Due after five years through ten years
|
|
368,782
|
|
|
376,119
|
|
||
Due after ten years
|
|
463,572
|
|
|
474,251
|
|
||
Securities not due at a single maturity date
|
|
206,528
|
|
|
205,669
|
|
||
Totals
|
|
$
|
1,253,166
|
|
|
$
|
1,275,016
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
|
|
||||||
Gross realized investment gains
|
|
$
|
545
|
|
|
$
|
2,054
|
|
|
$
|
725
|
|
Gross realized investment losses
|
|
(4,849
|
)
|
|
(2,829
|
)
|
|
(251
|
)
|
|||
|
|
|
|
|
|
|
||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
||||||
Gross realized investment gains
|
|
19,792
|
|
|
15,078
|
|
|
12,741
|
|
|||
Gross realized investment losses
|
|
(1,592
|
)
|
|
(2,675
|
)
|
|
(4,110
|
)
|
|||
"Other-than-temporary" impairments
|
|
(1,088
|
)
|
|
(1,055
|
)
|
|
(1,481
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other long-term investments, net
|
|
(6,252
|
)
|
|
(6,499
|
)
|
|
(1,471
|
)
|
|||
Totals
|
|
$
|
6,556
|
|
|
$
|
4,074
|
|
|
$
|
6,153
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest on fixed maturity securities
|
|
$
|
39,992
|
|
|
$
|
41,499
|
|
|
$
|
42,261
|
|
Dividends on equity securities
|
|
6,032
|
|
|
6,922
|
|
|
5,617
|
|
|||
Income on reverse repurchase agreements
|
|
306
|
|
|
236
|
|
|
117
|
|
|||
Interest on short-term investments
|
|
273
|
|
|
121
|
|
|
2
|
|
|||
Return on long-term investments
|
|
1,126
|
|
|
514
|
|
|
(461
|
)
|
|||
Total investment income
|
|
47,729
|
|
|
49,292
|
|
|
47,536
|
|
|||
Securities litigation income
|
|
12
|
|
|
111
|
|
|
32
|
|
|||
Investment expenses
|
|
(2,262
|
)
|
|
(1,913
|
)
|
|
(1,986
|
)
|
|||
Net investment income
|
|
$
|
45,479
|
|
|
$
|
47,490
|
|
|
$
|
45,582
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fixed maturity securities
|
|
$
|
11,676
|
|
|
$
|
(20,634
|
)
|
|
$
|
(16,685
|
)
|
Deferred income tax expense (benefit)
|
|
4,086
|
|
|
(7,222
|
)
|
|
(5,840
|
)
|
|||
Total fixed maturity securities
|
|
7,590
|
|
|
(13,412
|
)
|
|
(10,845
|
)
|
|||
|
|
|
|
|
|
|
||||||
Equity securities
|
|
17,481
|
|
|
4,293
|
|
|
(10,997
|
)
|
|||
Deferred income tax expense (benefit)
|
|
6,119
|
|
|
1,502
|
|
|
(3,849
|
)
|
|||
Total equity securities
|
|
11,362
|
|
|
2,791
|
|
|
(7,148
|
)
|
|||
Total available-for-sale securities
|
|
$
|
18,952
|
|
|
$
|
(10,621
|
)
|
|
$
|
(17,993
|
)
|
10.
|
INCOME TAXES
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Loss reserve discounting
|
|
$
|
7,507
|
|
|
$
|
13,442
|
|
Unearned premium reserve limitation
|
|
10,284
|
|
|
16,497
|
|
||
Other policyholders' funds payable
|
|
2,103
|
|
|
4,574
|
|
||
Other, net
|
|
2,202
|
|
|
2,561
|
|
||
Total deferred income tax asset
|
|
22,096
|
|
|
37,074
|
|
||
Net unrealized holding gains on investment securities
|
|
(22,195
|
)
|
|
(26,786
|
)
|
||
Deferred policy acquisition costs
|
|
(8,634
|
)
|
|
(14,328
|
)
|
||
Retirement benefits
|
|
(3,714
|
)
|
|
(3,510
|
)
|
||
Other, net
|
|
(2,573
|
)
|
|
(3,771
|
)
|
||
Total deferred income tax liability
|
|
(37,116
|
)
|
|
(48,395
|
)
|
||
Net deferred income tax liability
|
|
$
|
(15,020
|
)
|
|
$
|
(11,321
|
)
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Computed "expected" income tax expense
|
|
$
|
13,936
|
|
|
$
|
22,123
|
|
|
$
|
25,079
|
|
Increases (decreases) in tax resulting from:
|
|
|
|
|
|
|
||||||
Deferred income tax benefit from enactment of the TCJA
|
|
(9,056
|
)
|
|
—
|
|
|
—
|
|
|||
Tax-exempt interest income
|
|
(2,715
|
)
|
|
(2,803
|
)
|
|
(2,805
|
)
|
|||
Dividends received deduction
|
|
(1,291
|
)
|
|
(1,429
|
)
|
|
(1,136
|
)
|
|||
Proration of tax-exempt interest and dividends received deduction
|
|
601
|
|
|
635
|
|
|
591
|
|
|||
Investment tax credits
|
|
(672
|
)
|
|
(1,392
|
)
|
|
—
|
|
|||
Other, net
|
|
(225
|
)
|
|
(130
|
)
|
|
(235
|
)
|
|||
Total income tax expense
|
|
$
|
578
|
|
|
$
|
17,004
|
|
|
$
|
21,494
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense (benefit) on:
|
|
|
|
|
|
|
||||||
Operations
|
|
$
|
578
|
|
|
$
|
17,004
|
|
|
$
|
21,494
|
|
Change in unrealized holding gains on investment securities
|
|
10,205
|
|
|
(5,720
|
)
|
|
(9,689
|
)
|
|||
Change in funded status of retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|||
Pension plans
|
|
1,694
|
|
|
414
|
|
|
(1,748
|
)
|
|||
Postretirement benefit plans
|
|
(774
|
)
|
|
(1,345
|
)
|
|
(1,071
|
)
|
|||
Comprehensive income tax expense
|
|
$
|
11,703
|
|
|
$
|
10,353
|
|
|
$
|
8,986
|
|
11.
|
SURPLUS NOTES
|
12.
|
EMPLOYEE RETIREMENT PLANS
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
284,194
|
|
|
$
|
269,904
|
|
|
$
|
55,651
|
|
|
$
|
51,449
|
|
Service cost
|
|
15,135
|
|
|
14,432
|
|
|
1,362
|
|
|
1,273
|
|
||||
Interest cost
|
|
11,190
|
|
|
10,161
|
|
|
2,281
|
|
|
2,215
|
|
||||
Actuarial loss
|
|
12,577
|
|
|
5,361
|
|
|
3,278
|
|
|
357
|
|
||||
Benefits paid
|
|
(14,852
|
)
|
|
(15,664
|
)
|
|
(2,455
|
)
|
|
(2,377
|
)
|
||||
Medicare subsidy reimbursements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
553
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
(1,113
|
)
|
|
2,181
|
|
||||
Projected benefit obligation at end of year
|
|
308,244
|
|
|
284,194
|
|
|
59,004
|
|
|
55,651
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
300,915
|
|
|
283,231
|
|
|
67,809
|
|
|
66,320
|
|
||||
Actual return on plan assets
|
|
54,255
|
|
|
23,081
|
|
|
10,304
|
|
|
3,866
|
|
||||
Employer contributions
|
|
8,686
|
|
|
10,267
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(14,852
|
)
|
|
(15,664
|
)
|
|
(2,455
|
)
|
|
(2,377
|
)
|
||||
Fair value of plan assets at end of year
|
|
349,004
|
|
|
300,915
|
|
|
75,658
|
|
|
67,809
|
|
||||
Funded status
|
|
$
|
40,760
|
|
|
$
|
16,721
|
|
|
$
|
16,654
|
|
|
$
|
12,158
|
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Prepaid pension and postretirement benefits
|
|
$
|
16,327
|
|
|
$
|
9,065
|
|
|
$
|
4,356
|
|
|
$
|
3,249
|
|
Liability:
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefits
|
|
(4,185
|
)
|
|
(4,097
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
|
$
|
12,142
|
|
|
$
|
4,968
|
|
|
$
|
4,356
|
|
|
$
|
3,249
|
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net actuarial loss
|
|
$
|
(11,598
|
)
|
|
$
|
(18,927
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(6,147
|
)
|
Prior service (cost) credit
|
|
—
|
|
|
(6
|
)
|
|
16,407
|
|
|
19,441
|
|
||||
Net amount recognized
|
|
$
|
(11,598
|
)
|
|
$
|
(18,933
|
)
|
|
$
|
11,457
|
|
|
$
|
13,294
|
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net actuarial gain (loss)
|
|
$
|
7,329
|
|
|
$
|
1,174
|
|
|
$
|
1,197
|
|
|
$
|
376
|
|
Prior service (cost) credit
|
|
6
|
|
|
9
|
|
|
(3,034
|
)
|
|
(4,221
|
)
|
||||
Net amount recognized
|
|
$
|
7,335
|
|
|
$
|
1,183
|
|
|
$
|
(1,837
|
)
|
|
$
|
(3,845
|
)
|
|
|
|
|
Year ended December 31,
|
||||||
($ in thousands)
|
|
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$
|
13,950
|
|
|
$
|
13,656
|
|
||
Accumulated benefit obligation
|
|
12,272
|
|
|
12,182
|
|
||||
Fair value of plan assets
|
|
—
|
|
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Pension plans:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
15,135
|
|
|
$
|
14,432
|
|
|
$
|
13,962
|
|
Interest cost
|
|
11,190
|
|
|
10,161
|
|
|
9,311
|
|
|||
Expected return on plan assets
|
|
(20,765
|
)
|
|
(19,361
|
)
|
|
(20,298
|
)
|
|||
Amortization of net actuarial loss
|
|
3,643
|
|
|
4,311
|
|
|
2,710
|
|
|||
Amortization of prior service cost
|
|
20
|
|
|
31
|
|
|
31
|
|
|||
Net periodic pension benefit cost
|
|
$
|
9,223
|
|
|
$
|
9,574
|
|
|
$
|
5,716
|
|
|
|
|
|
|
|
|
||||||
Postretirement benefit plans:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
1,362
|
|
|
$
|
1,273
|
|
|
$
|
1,411
|
|
Interest cost
|
|
2,281
|
|
|
2,215
|
|
|
2,148
|
|
|||
Expected return on plan assets
|
|
(4,311
|
)
|
|
(4,224
|
)
|
|
(4,416
|
)
|
|||
Amortization of net actuarial loss
|
|
1,371
|
|
|
1,494
|
|
|
1,745
|
|
|||
Amortization of prior service credit
|
|
(11,154
|
)
|
|
(11,338
|
)
|
|
(11,466
|
)
|
|||
Net periodic postretirement benefit income
|
|
$
|
(10,451
|
)
|
|
$
|
(10,580
|
)
|
|
$
|
(10,578
|
)
|
|
|
|
|
Year ended December 31,
|
||||
|
|
|
|
2017
|
|
2016
|
||
Pension plans:
|
|
|
|
|
||||
Discount rate
|
|
3.60
|
%
|
|
4.07
|
%
|
||
Rate of compensation increase:
|
|
|
|
|
||||
Qualified pension plan
|
|
5.09
|
%
|
|
5.07
|
%
|
||
Non-qualified pension plan
|
|
4.45
|
%
|
|
4.53
|
%
|
||
|
|
|
|
|
||||
Postretirement benefit plans:
|
|
|
|
|
||||
Discount rate
|
|
3.63
|
%
|
|
4.21
|
%
|
|
|
Year ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Pension plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.07
|
%
|
|
3.90
|
%
|
|
3.57
|
%
|
Expected long-term rate of return on plan assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
Qualified pension plan
|
|
5.08
|
%
|
|
5.07
|
%
|
|
4.73
|
%
|
Non-qualified pension plan
|
|
4.47
|
%
|
|
4.56
|
%
|
|
4.68
|
%
|
|
|
|
|
|
|
|
|||
Postretirement benefit plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.21
|
%
|
|
4.42
|
%
|
|
4.04
|
%
|
Expected long-term rate of return on plan assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
($ in thousands)
|
|
Pension benefits
|
|
Postretirement benefits
|
||||
2018
|
|
$
|
20,276
|
|
|
$
|
3,175
|
|
2019
|
|
22,628
|
|
|
3,383
|
|
||
2020
|
|
23,050
|
|
|
3,560
|
|
||
2021
|
|
19,841
|
|
|
3,636
|
|
||
2022
|
|
22,655
|
|
|
3,690
|
|
||
2023 - 2027
|
|
119,538
|
|
|
18,679
|
|
•
|
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
$1.00
.
|
•
|
Mutual Funds: Valued at the net asset value of shares held by the trust at year-end. For purposes of calculating the net asset value, portfolio securities and other assets for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or independent pricing services.
|
•
|
ETF: Valued at the closing price from the applicable exchange.
|
•
|
Life Insurance Contract: Valued at the cash surrender value, which approximates fair value.
|
December 31, 2017
|
|
|
|
Fair value measurements using
|
||||||||||||
($ in thousands)
|
|
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
|
|
$
|
1,254
|
|
|
$
|
1,254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Emerging markets ETF
|
|
4,803
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds
|
|
54,180
|
|
|
54,180
|
|
|
—
|
|
|
—
|
|
||||
Life insurance contracts
|
|
14,524
|
|
|
—
|
|
|
—
|
|
|
14,524
|
|
||||
Cash
|
|
897
|
|
|
897
|
|
|
—
|
|
|
—
|
|
||||
Total benefit plan assets
|
|
$
|
75,658
|
|
|
$
|
61,134
|
|
|
$
|
—
|
|
|
$
|
14,524
|
|
December 31, 2016
|
|
|
|
Fair value measurements using
|
||||||||||||
($ in thousands)
|
|
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
|
|
$
|
1,485
|
|
|
$
|
1,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Emerging markets ETF
|
|
3,743
|
|
|
3,743
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds
|
|
47,916
|
|
|
47,916
|
|
|
—
|
|
|
—
|
|
||||
Life insurance contracts
|
|
14,159
|
|
|
—
|
|
|
—
|
|
|
14,159
|
|
||||
Cash
|
|
506
|
|
|
506
|
|
|
—
|
|
|
—
|
|
||||
Total benefit plan assets
|
|
$
|
67,809
|
|
|
$
|
53,650
|
|
|
$
|
—
|
|
|
$
|
14,159
|
|
|
|
|
|
Fair value measurements
using significant unobservable (Level 3) inputs |
||||||||
|
|
|
|
Life insurance contracts
|
||||||||
($ in thousands)
|
|
|
|
|
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
|
$
|
14,159
|
|
|
$
|
13,792
|
|
||||
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Increase in cash surrender value of life insurance contracts
|
|
365
|
|
|
367
|
|
||||||
Balance at end of year
|
|
$
|
14,524
|
|
|
$
|
14,159
|
|
•
|
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, whose value is the accumulated value of the underlying investments less liabilities. The net asset value is determined by the issuer of the fund by taking the fair value of the underlying investments less any liabilities divided by the number of units outstanding. Sponsors of the funds specify the source(s) used for the underlying investment asset prices and the protocol used to value each fund.
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Pooled separate accounts
|
|
$
|
349,004
|
|
|
$
|
300,915
|
|
Total benefit plan assets
|
|
$
|
349,004
|
|
|
$
|
300,915
|
|
13.
|
STOCK-BASED COMPENSATION
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
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
|
|
649,012
|
|
|
$
|
14.65
|
|
|
1,006,171
|
|
|
$
|
14.92
|
|
|
1,351,802
|
|
|
$
|
14.89
|
|
Exercised
|
|
(222,921
|
)
|
|
14.88
|
|
|
(321,312
|
)
|
|
15.31
|
|
|
(323,486
|
)
|
|
14.86
|
|
|||
Expired
|
|
(18,805
|
)
|
|
15.16
|
|
|
(34,947
|
)
|
|
16.32
|
|
|
(20,850
|
)
|
|
14.11
|
|
|||
Forfeited
|
|
(975
|
)
|
|
13.99
|
|
|
(900
|
)
|
|
13.99
|
|
|
(1,295
|
)
|
|
14.68
|
|
|||
Outstanding, end of year
|
|
406,311
|
|
|
$
|
14.51
|
|
|
649,012
|
|
|
$
|
14.65
|
|
|
1,006,171
|
|
|
$
|
14.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable, end of year
|
|
406,311
|
|
|
$
|
14.51
|
|
|
593,224
|
|
|
$
|
14.72
|
|
|
824,365
|
|
|
$
|
14.95
|
|
|
|
Year ended December 31, 2017
|
|||
|
|
Number of awards
|
|||
Non-vested, beginning of year
|
|
—
|
|
||
Granted
|
|
116,288
|
|
||
Vested
|
|
—
|
|
||
Forfeited
|
|
2,233
|
|
||
Non-vested, end of year
|
|
114,055
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Number
of awards |
|
Weighted-
average grant-date fair value |
|
Number
of awards |
|
Weighted-
average grant-date fair value |
|
Number
of awards |
|
Weighted-
average grant-date fair value |
|||||||||
Non-vested, beginning of year
|
|
234,281
|
|
|
$
|
22.31
|
|
|
216,944
|
|
|
$
|
20.40
|
|
|
155,864
|
|
|
$
|
19.21
|
|
Granted
|
|
2,000
|
|
|
26.95
|
|
|
118,588
|
|
|
24.56
|
|
|
117,146
|
|
|
21.36
|
|
|||
Vested
|
|
(85,192
|
)
|
|
21.31
|
|
|
(69,057
|
)
|
|
19.98
|
|
|
(40,941
|
)
|
|
18.99
|
|
|||
Forfeited
|
|
(7,039
|
)
|
|
22.57
|
|
|
(32,194
|
)
|
|
22.73
|
|
|
(15,125
|
)
|
|
19.35
|
|
|||
Non-vested, end of year
|
|
144,050
|
|
|
$
|
22.96
|
|
|
234,281
|
|
|
$
|
22.31
|
|
|
216,944
|
|
|
$
|
20.40
|
|
|
|
December 31, 2017
|
|||||||||||
($ in thousands, except share and per share amounts)
|
|
Number of options
|
|
Weighted-average exercise price
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining term
|
|||||
Options outstanding
|
|
406,311
|
|
|
$
|
14.51
|
|
|
$
|
5,910
|
|
|
2.81
|
Options exercisable
|
|
406,311
|
|
|
$
|
14.51
|
|
|
$
|
5,910
|
|
|
2.81
|
|
|
Year ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Shares available for purchase, beginning of year
|
|
349,404
|
|
|
414,883
|
|
|
471,459
|
|
Shares purchased under the plan
|
|
(77,819
|
)
|
|
(65,479
|
)
|
|
(56,576
|
)
|
Shares available for purchase, end of year
|
|
271,585
|
|
|
349,404
|
|
|
414,883
|
|
|
|
Year ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Shares available for purchase, beginning of year
|
|
249,843
|
|
|
264,446
|
|
|
279,809
|
|
Shares purchased under the plan
|
|
(14,470
|
)
|
|
(14,603
|
)
|
|
(15,363
|
)
|
Shares available for purchase, end of year
|
|
235,373
|
|
|
249,843
|
|
|
264,446
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Shares available for purchase, beginning of year
|
|
971,222
|
|
|
976,697
|
|
|
982,227
|
|
|||
Shares purchased under the plan
|
|
(5,421
|
)
|
|
(5,475
|
)
|
|
(5,530
|
)
|
|||
Shares available for purchase, end of year
|
|
965,801
|
|
|
971,222
|
|
|
976,697
|
|
|||
Lowest purchase price
|
|
$
|
26.94
|
|
|
$
|
22.09
|
|
|
$
|
21.02
|
|
Highest purchase price
|
|
$
|
31.09
|
|
|
$
|
30.50
|
|
|
$
|
26.43
|
|
14.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
|
Accumulated other comprehensive income by component
|
||||||||||||||||||
|
|
Unrealized
gains (losses) on available-for- sale securities |
|
Unrecognized pension and postretirement benefit obligations
|
|
|
||||||||||||||
($ in thousands)
|
|
|
Net actuarial loss
|
|
Prior service credit
|
|
Total
|
|
Total
|
|||||||||||
Balance at December 31, 2015
|
|
$
|
60,369
|
|
|
$
|
(17,306
|
)
|
|
$
|
15,370
|
|
|
$
|
(1,936
|
)
|
|
$
|
58,433
|
|
Other comprehensive income (loss) before reclassifications
|
|
(3,885
|
)
|
|
(542
|
)
|
|
(339
|
)
|
|
(881
|
)
|
|
(4,766
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
(6,736
|
)
|
|
1,549
|
|
|
(2,399
|
)
|
|
(850
|
)
|
|
(7,586
|
)
|
|||||
Other comprehensive income (loss)
|
|
(10,621
|
)
|
|
1,007
|
|
|
(2,738
|
)
|
|
(1,731
|
)
|
|
(12,352
|
)
|
|||||
Balance at December 31, 2016
|
|
49,748
|
|
|
(16,299
|
)
|
|
12,632
|
|
|
(3,667
|
)
|
|
46,081
|
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
27,278
|
|
|
5,571
|
|
|
96
|
|
|
5,667
|
|
|
32,945
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
(8,326
|
)
|
|
958
|
|
|
(2,047
|
)
|
|
(1,089
|
)
|
|
(9,415
|
)
|
|||||
Other comprehensive income (loss)
|
|
18,952
|
|
|
6,529
|
|
|
(1,951
|
)
|
|
4,578
|
|
|
23,530
|
|
|||||
Reclassification of tax effects from accumulated other comprehensive income resulting from TCJA
|
|
14,797
|
|
|
(3,304
|
)
|
|
2,280
|
|
|
(1,024
|
)
|
|
13,773
|
|
|||||
Balance at December 31, 2017
|
|
$
|
83,497
|
|
|
$
|
(13,074
|
)
|
|
$
|
12,961
|
|
|
$
|
(113
|
)
|
|
$
|
83,384
|
|
($ in thousands)
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
||
Accumulated other comprehensive income components
|
|
Year ended December 31, 2017
|
|
Affected line item in the consolidated statements of income
|
||
Unrealized gains on investments:
|
|
|
|
|
||
Reclassification adjustment for net realized investment gains included in net income
|
|
$
|
12,809
|
|
|
Net realized investment gains, excluding impairment losses on securities available-for-sale
|
Deferred income tax expense
|
|
(4,483
|
)
|
|
Total income tax expense
|
|
Net reclassification adjustment
|
|
8,326
|
|
|
Net income
|
|
|
|
|
|
|
||
Unrecognized pension and postretirement benefit obligations:
|
|
|
|
|
||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit income:
|
|
|
|
|
||
Net actuarial loss
|
|
(1,474
|
)
|
|
(1)
|
|
Prior service credit
|
|
3,150
|
|
|
(1)
|
|
Total before tax
|
|
1,676
|
|
|
|
|
Deferred income tax expense
|
|
(587
|
)
|
|
|
|
Net reclassification adjustment
|
|
1,089
|
|
|
|
|
|
|
|
|
|
||
Total reclassification adjustment
|
|
$
|
9,415
|
|
|
|
(1)
|
These reclassified components of accumulated other comprehensive income are included in the computation of net periodic pension and postretirement benefit income (see note 12, Employee Retirement Plans, for additional details).
|
($ in thousands)
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
||
Accumulated other comprehensive income components
|
|
Year ended December 31, 2016
|
|
Affected line item in the consolidated statements of income
|
||
Unrealized gains on investments:
|
|
|
|
|
||
Reclassification adjustment for net realized investment gains included in net income
|
|
$
|
10,364
|
|
|
Net realized investment gains, excluding impairment losses on securities available-for-sale
|
Deferred income tax expense
|
|
(3,628
|
)
|
|
Total income tax expense
|
|
Net reclassification adjustment
|
|
6,736
|
|
|
Net income
|
|
|
|
|
|
|
||
Unrecognized pension and postretirement benefit obligations:
|
|
|
|
|
||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit income:
|
|
|
|
|
||
Net actuarial loss
|
|
(2,383
|
)
|
|
(1)
|
|
Prior service credit
|
|
3,690
|
|
|
(1)
|
|
Total before tax
|
|
1,307
|
|
|
|
|
Deferred income tax expense
|
|
(457
|
)
|
|
|
|
Net reclassification adjustment
|
|
850
|
|
|
|
|
|
|
|
|
|
||
Total reclassification adjustment
|
|
$
|
7,586
|
|
|
|
(1)
|
These reclassified components of accumulated other comprehensive income are included in the computation of net periodic pension and postretirement benefit income (see note 12, Employee Retirement Plans, for additional details).
|
($ in thousands)
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
||
Accumulated other comprehensive income components
|
|
Year ended December 31, 2015
|
|
Affected line item in the consolidated statements of income
|
||
Unrealized gains on investments:
|
|
|
|
|
||
Reclassification adjustment for net realized investment gains included in net income
|
|
$
|
7,624
|
|
|
Net realized investment gains, excluding impairment losses on securities available-for-sale
|
Deferred income tax expense
|
|
(2,668
|
)
|
|
Total income tax expense
|
|
Net reclassification adjustment
|
|
4,956
|
|
|
Net income
|
|
|
|
|
|
|
||
Unrecognized pension and postretirement benefit obligations:
|
|
|
|
|
||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit income:
|
|
|
|
|
||
Net actuarial loss
|
|
(1,327
|
)
|
|
(1)
|
|
Prior service credit
|
|
3,307
|
|
|
(1)
|
|
Total before tax
|
|
1,980
|
|
|
|
|
Deferred income tax expense
|
|
(693
|
)
|
|
|
|
Net reclassification adjustment
|
|
1,287
|
|
|
|
|
|
|
|
|
|
||
Total reclassification adjustment
|
|
$
|
6,243
|
|
|
|
(1)
|
These reclassified components of accumulated other comprehensive income are included in the computation of net periodic pension and postretirement benefit income (see note 12, Employee Retirement Plans, for additional details).
|
15.
|
STOCK REPURCHASE PROGRAMS
|
16.
|
LEASES, COMMITMENTS AND CONTINGENT LIABILITIES
|
|
|
Payments due by period
|
||||||||||||||||||
($ in thousands)
|
|
Total
|
|
Less than
1 year |
|
1 - 3
years |
|
4 - 5
years |
|
More than
5 years |
||||||||||
Lease commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate operating leases
|
|
$
|
2,207
|
|
|
$
|
423
|
|
|
$
|
820
|
|
|
$
|
530
|
|
|
$
|
434
|
|
|
|
Three months ended,
|
||||||||||||||
($ in thousands, except per share amounts)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
154,457
|
|
|
$
|
164,150
|
|
|
$
|
165,918
|
|
|
$
|
174,320
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
|
$
|
8,440
|
|
|
$
|
7,229
|
|
|
$
|
(440
|
)
|
|
$
|
24,587
|
|
Income tax expense (benefit)
|
|
1,636
|
|
|
1,725
|
|
|
(1,186
|
)
|
|
(1,597
|
)
|
||||
Net income
|
|
$
|
6,804
|
|
|
$
|
5,504
|
|
|
$
|
746
|
|
|
$
|
26,184
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic and diluted
1
|
|
$
|
0.32
|
|
|
$
|
0.26
|
|
|
$
|
0.03
|
|
|
$
|
1.23
|
|
|
|
Three months ended,
|
||||||||||||||
($ in thousands, except per share amounts)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
153,871
|
|
|
$
|
160,336
|
|
|
$
|
162,378
|
|
|
$
|
168,398
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
|
$
|
20,877
|
|
|
$
|
8,087
|
|
|
$
|
5,047
|
|
|
$
|
29,196
|
|
Income tax expense (benefit)
|
|
6,223
|
|
|
1,959
|
|
|
918
|
|
|
7,904
|
|
||||
Net income
|
|
$
|
14,654
|
|
|
$
|
6,128
|
|
|
$
|
4,129
|
|
|
$
|
21,292
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic and diluted
1
|
|
$
|
0.70
|
|
|
$
|
0.29
|
|
|
$
|
0.20
|
|
|
$
|
1.01
|
|
($ in thousands)
|
|
|
|
|
|
|
||||||
Type of investment
|
|
Cost
|
|
Fair value
|
|
Amount at which shown in the balance sheet
|
||||||
|
|
|
|
|
|
|
||||||
Securities available-for-sale:
|
|
|
|
|
|
|
||||||
Fixed maturity securities:
|
|
|
|
|
|
|
||||||
U.S. treasury
|
|
$
|
8,115
|
|
|
$
|
8,078
|
|
|
$
|
8,078
|
|
U.S. government-sponsored agencies
|
|
303,932
|
|
|
297,949
|
|
|
297,949
|
|
|||
Obligations of states and political subdivisions
|
|
290,038
|
|
|
307,536
|
|
|
307,536
|
|
|||
Commercial mortgage-backed
|
|
84,058
|
|
|
83,980
|
|
|
83,980
|
|
|||
Residential mortgage-backed
|
|
120,554
|
|
|
119,799
|
|
|
119,799
|
|
|||
Other asset-backed
|
|
23,934
|
|
|
24,114
|
|
|
24,114
|
|
|||
Corporate
|
|
422,535
|
|
|
433,560
|
|
|
433,560
|
|
|||
Total fixed maturity securities
|
|
1,253,166
|
|
|
1,275,016
|
|
|
1,275,016
|
|
|||
|
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
||||||
Common stocks:
|
|
|
|
|
|
|
||||||
Financial services
|
|
30,103
|
|
|
43,522
|
|
|
43,522
|
|
|||
Information technology
|
|
18,308
|
|
|
35,810
|
|
|
35,810
|
|
|||
Healthcare
|
|
18,877
|
|
|
30,595
|
|
|
30,595
|
|
|||
Consumer staples
|
|
9,275
|
|
|
14,127
|
|
|
14,127
|
|
|||
Consumer discretionary
|
|
10,935
|
|
|
20,538
|
|
|
20,538
|
|
|||
Energy
|
|
12,441
|
|
|
16,905
|
|
|
16,905
|
|
|||
Industrials
|
|
12,746
|
|
|
28,489
|
|
|
28,489
|
|
|||
Other
|
|
11,058
|
|
|
16,421
|
|
|
16,421
|
|
|||
Non-redeemable preferred stocks
|
|
20,531
|
|
|
21,708
|
|
|
21,708
|
|
|||
Total equity securities
|
|
144,274
|
|
|
228,115
|
|
|
228,115
|
|
|||
|
|
|
|
|
|
|
||||||
Other long-term investments
|
|
13,648
|
|
|
XXXX
|
|
|
13,648
|
|
|||
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
23,613
|
|
|
23,613
|
|
|
23,613
|
|
|||
Total investments
|
|
$
|
1,434,701
|
|
|
XXXX
|
|
|
$
|
1,540,392
|
|
|
|
December 31,
|
||||||
($ in thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
|
|||
Investments:
|
|
|
|
|
||||
Common stock of subsidiaries (equity method)
|
|
$
|
599,036
|
|
|
$
|
540,249
|
|
Equity securities available-for-sale, at fair value (cost $2,000 and $2,000)
|
|
2,000
|
|
|
2,000
|
|
||
Short-term investments
|
|
1,900
|
|
|
10,874
|
|
||
Total investments
|
|
602,936
|
|
|
553,123
|
|
||
|
|
|
|
|
||||
Cash
|
|
255
|
|
|
184
|
|
||
Accrued investment income
|
|
1
|
|
|
3
|
|
||
Prepaid assets
|
|
136
|
|
|
154
|
|
||
Income taxes recoverable
|
|
777
|
|
|
700
|
|
||
Total assets
|
|
$
|
604,105
|
|
|
$
|
554,164
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
80
|
|
|
$
|
46
|
|
Amounts due affiliate to settle inter-company transaction balances
|
|
160
|
|
|
740
|
|
||
Deferred income taxes
|
|
19
|
|
|
36
|
|
||
Total liabilities
|
|
259
|
|
|
822
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Common stock, $1 par value, authorized 30,000,000 shares; issued and outstanding, 21,455,545 shares in 2017 and 21,222,535 shares in 2016
|
|
21,455
|
|
|
21,223
|
|
||
Additional paid-in capital
|
|
124,556
|
|
|
119,054
|
|
||
Accumulated other comprehensive income
|
|
83,384
|
|
|
46,081
|
|
||
Retained earnings
|
|
374,451
|
|
|
366,984
|
|
||
Total stockholders' equity
|
|
603,846
|
|
|
553,342
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
604,105
|
|
|
$
|
554,164
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||
Dividends received from subsidiaries
|
|
$
|
5,719
|
|
|
$
|
9,707
|
|
|
$
|
9,180
|
|
Investment income (loss)
|
|
38
|
|
|
13
|
|
|
(9
|
)
|
|||
Total revenues
|
|
5,757
|
|
|
9,720
|
|
|
9,171
|
|
|||
Operating expenses (affiliated $1,124, $1,139 and $1,074)
|
|
2,269
|
|
|
2,006
|
|
|
1,942
|
|
|||
Income before income tax benefit and equity in undistributed net income of subsidiaries
|
|
3,488
|
|
|
7,714
|
|
|
7,229
|
|
|||
Income tax benefit
|
|
(794
|
)
|
|
(698
|
)
|
|
(682
|
)
|
|||
Income before equity in undistributed net income of subsidiaries
|
|
4,282
|
|
|
8,412
|
|
|
7,911
|
|
|||
Equity in undistributed net income of subsidiaries
|
|
34,956
|
|
|
37,791
|
|
|
42,251
|
|
|||
Net income
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
39,238
|
|
|
$
|
46,203
|
|
|
$
|
50,162
|
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains (losses) on investment securities, net of deferred income taxes
|
|
27,278
|
|
|
(3,885
|
)
|
|
(13,037
|
)
|
|||
Reclassification adjustment for realized investment gains included in net income, net of income taxes
|
|
(8,326
|
)
|
|
(6,736
|
)
|
|
(4,956
|
)
|
|||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit income, net of deferred income taxes:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
958
|
|
|
1,549
|
|
|
863
|
|
|||
Prior service credit
|
|
(2,047
|
)
|
|
(2,399
|
)
|
|
(2,150
|
)
|
|||
Total reclassification adjustment associated with affiliate's pension and postretirement benefit plans
|
|
(1,089
|
)
|
|
(850
|
)
|
|
(1,287
|
)
|
|||
Change in funded status of affiliate's pension and postretirement benefit plans, net of deferred income taxes:
|
|
|
|
|
|
|
|
|
|
|||
Net actuarial gain (loss)
|
|
5,571
|
|
|
(542
|
)
|
|
(3,637
|
)
|
|||
Prior service credit (cost)
|
|
96
|
|
|
(339
|
)
|
|
(312
|
)
|
|||
Total change in funded status of affiliate's pension and postretirement benefit plans
|
|
5,667
|
|
|
(881
|
)
|
|
(3,949
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
23,530
|
|
|
(12,352
|
)
|
|
(23,229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
$
|
62,768
|
|
|
$
|
33,851
|
|
|
$
|
26,933
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
|
$
|
3,726
|
|
|
$
|
9,170
|
|
|
$
|
7,893
|
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|||
Capital contributions to subsidiaries
|
|
(300
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Purchases of equity securities available-for-sale
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|||
Net (purchases) disposals of short-term investments
|
|
8,974
|
|
|
(1,113
|
)
|
|
(3,030
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
8,674
|
|
|
(3,613
|
)
|
|
(3,030
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|||
Issuance of common stock through affiliate’s stock plans
|
|
7,527
|
|
|
11,070
|
|
|
9,078
|
|
|||
Excess tax benefit associated with affiliate’s stock plans
|
|
—
|
|
|
—
|
|
|
95
|
|
|||
Repurchase of common stock
|
|
(1,858
|
)
|
|
(383
|
)
|
|
—
|
|
|||
Dividends paid to stockholders (affiliated $(10,006), $(9,182) and $(8,162))
|
|
(17,998
|
)
|
|
(16,196
|
)
|
|
(14,174
|
)
|
|||
Net cash used in financing activities
|
|
(12,329
|
)
|
|
(5,509
|
)
|
|
(5,001
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash
|
|
71
|
|
|
48
|
|
|
(138
|
)
|
|||
Cash at the beginning of the year
|
|
184
|
|
|
136
|
|
|
274
|
|
|||
Cash at the end of the year
|
|
$
|
255
|
|
|
$
|
184
|
|
|
$
|
136
|
|
|
|
|
|
|
|
|
||||||
Income taxes recovered
|
|
$
|
700
|
|
|
$
|
716
|
|
|
$
|
559
|
|
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
37,140
|
|
|
$
|
502,864
|
|
|
$
|
236,030
|
|
|
$
|
472,369
|
|
|
$
|
32,670
|
|
|
$
|
302,973
|
|
|
$
|
79,734
|
|
|
$
|
74,133
|
|
|
$
|
484,027
|
|
Reinsurance
|
3,974
|
|
|
229,748
|
|
|
21,767
|
|
|
134,789
|
|
|
12,771
|
|
|
118,996
|
|
|
29,176
|
|
|
2,673
|
|
|
132,274
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
41,114
|
|
|
$
|
732,612
|
|
|
$
|
257,797
|
|
|
$
|
607,158
|
|
|
$
|
45,479
|
|
|
$
|
421,969
|
|
|
$
|
108,910
|
|
|
$
|
76,806
|
|
|
$
|
616,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
36,295
|
|
|
$
|
486,387
|
|
|
$
|
220,697
|
|
|
$
|
456,467
|
|
|
$
|
33,886
|
|
|
$
|
294,369
|
|
|
$
|
78,493
|
|
|
$
|
66,463
|
|
|
$
|
463,673
|
|
Reinsurance
|
4,644
|
|
|
204,145
|
|
|
24,188
|
|
|
135,941
|
|
|
13,591
|
|
|
92,528
|
|
|
29,910
|
|
|
3,149
|
|
|
131,030
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
40,939
|
|
|
$
|
690,532
|
|
|
$
|
244,885
|
|
|
$
|
592,408
|
|
|
$
|
47,490
|
|
|
$
|
386,897
|
|
|
$
|
108,403
|
|
|
$
|
69,612
|
|
|
$
|
594,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
35,219
|
|
|
$
|
480,413
|
|
|
$
|
212,652
|
|
|
$
|
447,197
|
|
|
$
|
32,668
|
|
|
$
|
291,883
|
|
|
$
|
75,701
|
|
|
$
|
63,954
|
|
|
$
|
454,434
|
|
Reinsurance
|
5,501
|
|
|
198,361
|
|
|
26,783
|
|
|
123,069
|
|
|
12,923
|
|
|
78,853
|
|
|
26,483
|
|
|
4,464
|
|
|
124,504
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
40,720
|
|
|
$
|
678,774
|
|
|
$
|
239,435
|
|
|
$
|
570,266
|
|
|
$
|
45,582
|
|
|
$
|
370,736
|
|
|
$
|
102,184
|
|
|
$
|
68,418
|
|
|
$
|
578,938
|
|
($ in thousands)
|
Gross amount
|
|
Ceded to other companies
|
|
Assumed from other companies
|
|
Net amount
|
|
Percentage of amount assumed to net
|
|||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
384,993
|
|
|
$
|
437,881
|
|
|
$
|
660,046
|
|
|
$
|
607,158
|
|
|
108.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
382,300
|
|
|
$
|
426,946
|
|
|
$
|
637,054
|
|
|
$
|
592,408
|
|
|
107.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
366,752
|
|
|
$
|
407,531
|
|
|
$
|
611,045
|
|
|
$
|
570,266
|
|
|
107.2
|
%
|
($ in thousands)
|
|
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, 2017
|
|
$
|
41,114
|
|
|
$
|
732,612
|
|
|
$
|
—
|
|
|
$
|
257,797
|
|
|
$
|
607,158
|
|
|
$
|
45,441
|
|
Year ended December 31, 2016
|
|
$
|
40,939
|
|
|
$
|
690,532
|
|
|
$
|
—
|
|
|
$
|
244,885
|
|
|
$
|
592,408
|
|
|
$
|
47,477
|
|
Year ended December 31, 2015
|
|
$
|
40,720
|
|
|
$
|
678,774
|
|
|
$
|
—
|
|
|
$
|
239,435
|
|
|
$
|
570,266
|
|
|
$
|
45,591
|
|
|
|
Losses and settlement
expenses incurred related to |
|
Amortization of
deferred policy acquisition costs |
|
Paid losses and settlement expenses
|
|
Premiums
written |
||||||||||||
($ in thousands)
|
|
Current year
|
|
Prior years
|
|
|
|
|||||||||||||
Year ended December 31, 2017
|
|
$
|
441,588
|
|
|
$
|
(19,619
|
)
|
|
$
|
108,910
|
|
|
$
|
392,586
|
|
|
$
|
616,301
|
|
Year ended December 31, 2016
|
|
$
|
427,838
|
|
|
$
|
(40,941
|
)
|
|
$
|
108,403
|
|
|
$
|
372,888
|
|
|
$
|
594,703
|
|
Year ended December 31, 2015
|
|
$
|
405,850
|
|
|
$
|
(35,114
|
)
|
|
$
|
102,184
|
|
|
$
|
348,081
|
|
|
$
|
578,938
|
|
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 ACCOUNTANT FEES AND SERVICES
|
PART IV
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
1.
|
Financial Statements
|
|
|
|
|
Page
|
|
|
||
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
97
|
|
|
Report of Independent Registered Public Accounting Firm
|
98
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
2.
|
Schedules
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|
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.
|
|
|
3.
|
Exhibits required by Item 601
|
|
|
|
|
|
|
3.
|
Articles of incorporation and by-laws:
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
10.
|
Material contracts
|
|
|
|
|
|
|
|
10.1.1
|
|
|
|
|
|
|
|
10.1.2
|
|
|
|
|
|
|
|
10.1.3
|
|
|
|
|
|
|
|
10.1.4
|
|
|
|
|
|
|
|
10.1.5
|
|
|
|
|
|
|
|
10.2.1
|
|
|
|
|
|
|
|
10.2.2
|
|
|
|
|
|
|
|
10.2.3
|
|
|
|
|
|
|
|
10.2.4
|
|
|
|
|
|
|
|
10.2.5
|
|
|
|
|
|
|
|
10.2.6
|
|
|
|
|
|
|
|
10.2.7
|
|
|
|
|
|
|
|
10.2.8
|
|
|
|
|
|
|
|
10.3.1
|
|
|
|
|
|
|
|
10.3.2
|
|
|
|
|
|
|
|
10.3.3
|
|
|
|
|
|
|
|
10.3.4
|
|
|
|
|
|
|
|
10.3.5
|
|
|
|
|
|
|
|
10.3.6
|
|
|
|
|
|
|
|
10.4.1
|
|
|
|
|
|
|
|
10.4.2
|
|
|
|
|
|
|
|
10.4.3
|
|
|
|
|
|
|
|
10.4.4
|
|
|
|
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
EMC INSURANCE GROUP INC.
|
|
/s/ Bruce G. Kelley
|
Bruce G. Kelley
|
President, Chief Executive Officer and Treasurer
|
(Principal Executive Officer)
|
/s/ Bruce G. Kelley
|
Bruce G. Kelley
|
President, Chief Executive Officer, Treasurer
|
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
|
Peter S. Christie*
|
Director
|
/s/ Mark E. Reese
|
Jonathan R. Fletcher*
|
Director
|
/s/ Mark E. Reese
|
Robert L. Howe*
|
Director
|
/s/ Mark E. Reese
|
Gretchen H. Tegeler*
|
Director
|
(A)
|
= (
Combined Ratio Threshold
– Consolidated Combined Trade Ratio) X 2.0%
|
(B)
|
= (
Combined Ratio Threshold
– adjusted EMC Re Combined Trade Ratio) X 5.0%
|
1.
|
An otherwise eligible participant will not be eligible to receive payment if he/she is not employed by the Companies on the last day of the plan year.
|
2.
|
Exception - an eligible participant who retires or becomes deceased or disabled before the last day of the plan year will receive payment based on subject compensation for the plan year.
|
3.
|
Calculations may be adjusted for unusual or extenuating events or circumstances as determined by the Executive Vice President for Corporate Development.
|
4.
|
If there is a disagreement or misunderstanding of the basis for the CSP or in the calculation of the amount payable, the decision of the Executive Vice President for Corporate Development will be final.
|
5.
|
Required taxes and voluntary deductions will be withheld from the contingent salary payment as appropriate.
|
6.
|
Neither the adoption of the Executive Contingent Salary Plan nor any of its provisions shall confer upon any participant any right to continued employment with the Companies or affect in any way the right of the Companies to terminate the employment of a participant at any time.
|
7.
|
Payments to eligible employees (as listed under “eligible participants”) under this plan are subject to "clawback provisions" as described in detail under the “Policy For Recovery of Erroneously Awarded Incentive-Based Compensation” set forth below.
|
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
|
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 a positive or negative adjustment to the value of an Account, based upon the allocation of the Account by the Participant among deemed investment options 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 Board and Executive Nonqualified Excess Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code
|
2.33
|
Plan Year.
Plan Year means January 1 through December 31.
|
2.34
|
Retirement/Termination Account.
Retirement/Termination Account means an Account or Accounts established by the Committee to record the amounts payable to a Participant upon Separation from Service. A Participant may maintain up to two (2) Retirement/Termination Accounts. A Retirement Termination Account or a second Retirement Termination Account shall be established for a Participant who specifically allocates Deferrals to a Retirement/Termination Account on his or her Compensation Deferral Agreement. The Committee shall also establish a Retirement/Termination Account, to be used as a default Account under the Plan, for a Participant who only specifically allocates Deferrals on his or her initial Compensation Deferral Agreement to a Specified Date Account. For purposes of the Plan, the first Retirement/Termination Account established under the Plan shall be the Participant’s “Primary Retirement/Termination Account,” whether such Account has been established because, on his or her initial Compensation Deferral Agreement, the Participant specifically allocated Deferrals (i) to a Retirement/Termination Account or (ii) to a Specified Date Account and, as a result, a Retirement/Termination Account has been established as a default Account for the Participant under the Plan. Any Deferral amount or Company Contribution not specifically allocated to an Account shall be allocated to the Primary Retirement/Termination Account.
|
2.35
|
Separation from Service.
Separation from Service means an Employee’s termination of employment with the Employer. An independent contractor incurs a Separation from Service upon the expiration of all contracts with the Employer, provided the contractual relationship has in good faith been completely terminated/upon the 12-month anniversary of the date all contracts with the Employer have expired, provided the Participant does not perform services for the Employer during that time. 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 total amount of Deferrals of each Compensation source and an allocation of Deferral amounts of a Compensation source to: (i) the Retirement/Termination Account or, if two Retirement/Termination Accounts have been established, to either or both of such Retirement/Termination Accounts, and/or (ii) to one or more Specified Date Accounts, whether already established or, subject to limits imposed by the Committee on the number of Specified Date Accounts, whether being newly established in the current Compensation Deferral Agreement. If no designation is made with regard to a Deferral amount, such Deferral amount shall
|
(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
|
4.3
|
Allocation of Deferrals.
A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or a 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
|
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.
|
(a)
|
Matching Contributions.
Any such contribution will be credited to a Participant's Account(s) according to a Participant’s election for the Compensation deferral being matched.
|
(b)
|
Discretionary Contributions.
Any such contribution will be credited to a Participant's Retirement/Termination Account(s).
|
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 other than due to a determination the Participant is Disabled or the Participant’s death, he or she shall be entitled to a Termination Benefit. The value of the Participant’s Termination Benefit shall be equal to the total of the vested portion of all Retirement/Termination Accounts and either:
|
(i)
|
if the Participant’s Primary Retirement/Termination Account is payable in a lump sum, the unpaid Account Balances of all Specified Date Accounts; or
|
(ii)
|
if the Primary Retirement/Termination Account is payable in installments, the unpaid Account Balances of all Specified Date Accounts with respect to which payment has not commenced (and the balance of any Specified Date Account with respect to which
|
(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 value of the Participant’s Disability Benefit shall be equal to the total of the vested portion of all Retirement/Termination Accounts and either:
|
(i)
|
if the Participant’s Primary Retirement/Termination Account is payable in a lump sum, the unpaid Account Balances of all Specified Date Accounts; or
|
(ii)
|
if the Primary Retirement/Termination Account is payable in installments, the unpaid Account Balances of all Specified Date Accounts with respect to which payment has not commenced (and the balance of any Specified Date Account with respect to which payment has commenced shall continue to be paid in accordance with the Payment Schedule applicable to such Specified Date Account).
|
(d)
|
Death Benefit
. In the event of the Participant’s death, his or her designated Beneficiary shall be entitled to a Death Benefit. The value of the Death Benefit shall be equal to the total of the vested portion of all Retirement/Termination Accounts and either:
|
(i)
|
if the Participant’s Primary Retirement/Termination Account is payable in a lump sum, the unpaid Account Balances of all Specified Date Accounts; or
|
(ii)
|
if the Primary Retirement/Termination Account is payable in installments, the unpaid Account Balances of all Specified Date Accounts with respect to which payment has not commenced (and the balance of any Specified Date Account with respect to which payment has commenced shall continue to be paid in accordance with the Payment Schedule applicable to such Specified Date Account).
|
(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
|
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 Disability Benefit, as stated in Section 6.1(c) of the Plan.
|
(d)
|
Death Benefit.
A Participant who is entitled to receive a Death Benefit shall receive payment of such benefit in accordance with the Payment Schedule applicable to the Death Benefit as stated in Section 6.1(d) of the Plan.
|
(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.
|
6.4
|
Payments Treated as Made on the Designated Payment Date
. For purposes of Code Section 409A, the payment date shall be the first possible date upon which a payment would be made under the terms of the Plan; provided, however, that in no event shall the payment date for a Termination Benefit paid to a Specified Employee occur earlier than six (6) months following such Specified Employee's Separation from Service. Payments shall be treated as having been made on the payment date if such payments are made no earlier than 30 days before the payment date for purposes of Code Section 409A, or on the later of: (i) a later date within the Participant's (or Beneficiary's) taxable year which contains the such payment date; or (ii) the fifteenth (15
th
) day of the third calendar month following the payment date specified in the Plan or determined for purposes of Code Section 409A, so long as the Participant or Beneficiary is not permitted, directly or indirectly, to designate the taxable year of the payment. In addition, payments made will likewise be treated as having been made on the payment date so long as the Participant or Beneficiary is not permitted, directly or indirectly, to designate the taxable year of the
|
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
|
Adjustment for Earnings.
Each Account will be adjusted to reflect Earnings on each Business Day. Adjustments shall reflect the net earnings, gains, losses, expenses, appreciation and depreciation associated with an investment option for each portion of the Account allocated to such option (“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
|
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.
|
(a)
|
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.
|
(b)
|
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.
|
(c)
|
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.
|
(d)
|
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.
|
12.3
|
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
|
12.4
|
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.
|
12.5
|
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.
|
12.6
|
Arbitration.
|
(a)
|
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:
|
(b)
|
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,
|
13.1
|
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)).
|
13.2
|
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.
|
13.3
|
No Employment Contract.
Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.
|
13.4
|
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:
|
13.5
|
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.
|
13.6
|
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.
|
13.7
|
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.
|
13.8
|
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.
|
13.9
|
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.
|
2.2
|
Account Balance
. Account Balance means, with respect to any Account, the total amount of the Company’s payment obligation from such Account as of the most recent Valuation Date.
|
2.3
|
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).
|
2.4
|
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:
|
2.5
|
Business Day
. A Business Day is each day on which the New York Stock Exchange is open for business.
|
2.6
|
Change in Control
. Change in Control occurs on the date on which there is (i) a change in the ownership of the Company, (ii) a change in the effective control of the Company or (iii) a change in the ownership of a substantial portion of the Company’s assets, if any such event is applicable to the Company. For purposes of this Section, a change in ownership of the Company occurs on the date on which any one person or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. A change in the effective control of the Company occurs on the date on which either (i) a person or more than one person acting as a group acquires ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company or (ii) a majority of members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of the appointment or election. A change in the ownership of a substantial portion of assets occurs on the date on which any one person or more than one person acting as a group acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
Reference to the Company under this Section 2.6 also shall mean Affiliates for whom a Participant is exclusively providing substantially all of the services he is providing at the time of a Change in Control affecting such Affiliate, except that such shall not be applicable if the Change in Control affecting such Affiliate is an event that effects a Change in Control from the affected Affiliate to another Affiliate or the Company. The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A. |
2.7
|
Claimant
. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.
|
2.8
|
Code
. Code means the Internal Revenue Code of 1986, as amended from time to time.
|
2.9
|
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. Reference to proposed Treasury Department regulations shall be construed as reference to the corresponding provisions of the final Treasury Department regulations when said regulations are published.
|
2.10
|
Committee
. Committee means the individuals selected by the Compensation Committee of the Board of Directors of the Company or the Chief Executive Officer of the Company to administer the Plan.
|
2.11
|
Company
. Company means Employers Mutual Casualty Company.
|
2.12
|
Company Contribution
. Company Contribution means a credit by the Company or a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article VI of the Plan. Company Contributions are credited at the sole discretion of the Company and the fact that a Company Contribution is credited in one year shall not obligate the Company to continue to make such Company Contribution in subsequent years.
|
2.13
|
Compensation
. Compensation means a Participant’s base salary, bonus, commission, 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.
|
2.14
|
Death Benefit
. Death Benefit means payment to a Participant’s Beneficiary(ies) of all remaining unpaid Account Balances as provided in Section 8.4 of the Plan.
|
2.15
|
Deferral
. Deferral means the credits to a Participant’s Accounts attributable to deferrals of Compensation described in Prop. Treas. Reg. Section 1.409A-1(b)(1) and Earnings on such amounts as provided in Prop. Treas. Reg. Section 1.409A-1(b)(2), except where the context of the Plan clearly indicates otherwise.
|
2.16
|
Deferral Election
. Deferral Election means an agreement between a Participant and the Company or a Participating Employer specifying any or all of the following: (i) the amount of each component of Compensation subject to the Deferral Election; (ii) the investment allocation described in Section 7.2; and (iii) the Payment Schedule. The Plan Administrator 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 Plan Administrator in the Deferral Election agreement, Participants may defer up to 75% of their base salary and up to 100% of other types of Compensation for a Plan Year.
|
2.17
|
Disability
. Disability means that a Participant (i) is unable to engage in any substantial gainful activity 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 twelve months, or (ii) 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 twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The determination of the existence of a Disability shall be made by the Plan Administrator in accordance with Code Section 409A.
|
2.18
|
Disability Benefit
. Disability Benefit means a payment by the Company to a Participant of all remaining unpaid Account Balances in a single lump sum in the event of such Participant’s Disability.
|
2.19
|
Earnings
. Earnings means an adjustment to the value of an Account in accordance with Article VII.
|
2.20
|
Effective Date
. Effective Date means July 1, 2007 with respect to Code Section 409A mandated provisions of this Plan.
|
2.21
|
Eligible Employee
. Eligible Employee means a member of a “select group of management or highly compensated employees” of the Company or a Participating Employer, as listed on Exhibit B, attached hereto, 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.
|
2.22
|
Employee
. Employee means an employee of the Company or of a Participating Employer.
|
2.23
|
ERISA
. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
2.24
|
Fiscal Year Compensation
. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of the Company, all of which is paid after the last day of such fiscal year or years.
|
2.25
|
Participant
. Participant means an Eligible Employee 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 of the Company or a Participating Employer. A Participant’s continued participation in the Plan shall be governed by Section 3.2 and Section 3.3 of the Plan.
|
2.26
|
Participating Employer
. Participating Employer means an Affiliate or other related business entity that the Company has permitted to adopt the Plan and that has adopted the Plan for its employees. Participating Employers are responsible for paying benefits to Participants who are Eligible Employees with respect to each Participating Employer. Participating Employers are listed on Exhibit A.
|
2.27
|
Payment Schedule
. Payment Schedule means the date as of which payment under the Plan will commence and the form in which such payment will be made.
|
(a)
|
Retirement/Termination Benefit
.
Except in the case of Specified Employees, payment of a Participant’s Retirement/Termination Benefit will be made (or will commence) on the first business day of the month following the month in which a Participant incurs a Separation from Service. Payment will be made in a single lump sum unless the Participant specifies an alternative form of payment in his first Deferral Election (filed prior to earning any Company Contribution or obtaining a legally binding right to Company Contributions to his or her Retirement/Termination Account). A Participant may also specify an alternative form of payment under Section 5.1. Alternative forms of payment include (i) a lump sum payment between 0% and 100% of the Account Balance and (ii) any remaining Account Balance payable in a series of substantially equal annual installments from two to fifteen years. For purposes of Article V, (i) each lump sum payment and (ii) each series of substantially equal installment payments elected by the Participant will be treated as a single form of payment. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum.
|
(b)
|
Specified Date Payments
.
Payment from a Participant’s Specified Date Account will be made (or will commence) as of the first day of the month or year specified under the elections described in Section 4.4, as modified under Section 5.1. Unless a Participant specifies an alternative form of payment under Sections 4.4 and 5.1, payment will be made in a single lump sum five (5) years after the date of the Participant’s Separation from Service or Retirement. Alternative forms of payment include a series of substantially equal annual installments payable over two to five years. For purposes of Article V, a series of installment payments will be treated as a single form of payment. The time and form of payment upon an earlier Separation from Service, death, Disability is specified in Section 4.4(b).
|
(c)
|
Death Benefit.
Payment to a Participant’s Beneficiary(ies) in the event of death shall be made in accordance with the Payment Schedule then in effect for the Retirement/Termination Benefit and will be paid (or will commence) as of the first day of the first month following the Participant’s death.
|
(d)
|
Disability Benefit.
Payment due to Disability will be made in a single lump sum as of the first day of the first month following the Participant’s Disability.
|
2.28
|
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 twelve consecutive months in which the Participant performs services for the Company or a Participating Employer. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (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. Performance-Based Compensation may include payments based on performance criteria that are not approved by the Board of Directors or by the stockholders of the Company. Performance-Based Compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Performance criteria may be subjective but must relate to the performance of the Participant, a group of Employees that includes the Participant or a business unit (which may include the Company) for which the Participant provides services. The determination that any subjective performance criteria have been met shall not be made by the Participant or by a family member of the Participant, or by a person under the supervision of the Participant or a Participant’s family members where any amount of the compensation of such person is controlled in whole or in part by the Participant or such family member. Compensation based on Company Stock may constitute Performance-Based Compensation if it is based solely on an increase in the value of such stock after the date of grant or award. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Prop. Treas. Reg. Section 1.409A-1(e) and subsequent guidance.
|
2.29
|
Plan
. Plan means the “Employers Mutual Casualty Company Board and Executive Nonqualified Excess Plan II”, as may be further amended from time to time hereafter.
|
2.30
|
Plan Administrator
. Plan Administrator means the Committee, or such individuals appointed by the Committee, acting pursuant to the powers and authority granted under Section 9.1 of the Plan.
|
2.31
|
Plan Year
. Plan Year means January 1 through December 31.
|
2.32
|
Retire/Retirement
. Retire and Retirement means a voluntary Separation from Service on or after attaining age 65.
|
2.33
|
Retirement/Termination Benefit
. Retirement/Termination Benefit shall mean a payment from a Participant’s Retirement/Termination Account to such Participant due to such Participant’s Separation from Service. Payment of a Retirement/Termination Benefit will be made as provided in Section 8.1(a) of the Plan.
|
2.34
|
Retirement/Termination Account
. Retirement/Termination Account means an Account established by the Plan Administrator to record the amount payable to a Participant due to his or her Separation from Service.
|
2.35
|
Separation from Service
. An Employee incurs a Separation from Service upon termination of employment with the Company other than due to death or Disability. The occurrence of a Separation from Service is determined by the Plan Administrator under the facts and circumstances and in accordance with Code Section 409A.
A Participant’s absence from work due to military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) shall not constitute a Separation from Service if the period of such leave does not exceed six months or such longer period as is provided either by statute or by contract. If the period of leave exceeds six months and the Participant’s right to reemployment after such extended leave is not provided either by statute or by contract, the Participant shall be deemed to have incurred a Separation from Service on the first day immediately following such six-month period. An Employee not described under the preceding leave of absence provisions is deemed to have incurred a Separation from Service if he or she provides services to the Company or an Affiliate at an annual rate that is less than 20% of the services rendered, on average, during the immediately preceding three full calendar years of employment (or the actual period of employment, if less than three years). |
2.36
|
Specified Date Account
. A Specified Date Account means an Account established pursuant to Section 4.4 that will be paid (or that will commence to be paid) at a future date as specified in the Participant’s Deferral Election. Unless otherwise determined by the Plan Administrator, 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”.
|
2.37
|
Specified Employee
. Specified Employee means a “key employee” (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Company or a Participating Employer any stock of which is actively traded on an established securities market or otherwise, or as defined in Prop. Treas. Regulation 1.409A-1(i).
|
2.38
|
Substantial Risk of Forfeiture
. Substantial Risk of Forfeiture shall have the meaning specified in Prop. Treas. Reg. Section 1.409A-1(d).
|
2.39
|
Unforeseeable Emergency
. An Unforeseeable Emergency is a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code section 152(a)); loss of the Participant’s or Beneficiary’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 or Beneficiary. For example, the imminent foreclosure of or eviction from the Participant’s or Beneficiary’s primary residence may constitute an Unforeseeable Emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code section 152(a)) may also constitute an Unforeseeable Emergency. Except as otherwise provided in this section, the purchase of a home and the payment of college tuition are not Unforeseeable Emergencies. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting a distribution under section 8.5 of the Plan is to be determined by the Plan Administrator 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.
|
2.40
|
Valuation Date
. Valuation Date shall mean each Business Day.
|
2.41
|
Year of Service
. A Year of Service shall mean each 12-month period of continuous service with the Company or a Participating Employer.
|
3.1
|
Eligibility and Participation
. An Eligible Employee becomes eligible to file a Deferral Election upon receipt of notification of eligibility from the Plan Administrator. Such Eligible Employee becomes a Participant upon the earlier to occur of (i) a credit of Company Contributions under Article VI or (ii) filing his or her initial Deferral Election in accordance with Article IV. Notwithstanding anything contained herein, eligibility to file a Deferral Election is frozen and there shall be no other Eligible Employees other than those listed in Exhibit B.
|
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 is an Eligible Employee. A Participant who is no longer an Eligible Employee but continues to be employed by the Company may not defer Compensation under the Plan 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 and during such time may continue to make allocation elections as provided in Section 7.2. 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.
|
3.3
|
Revocation of Future Participation
. Notwithstanding the provisions of Section 3.2, the Committee may, in its discretion, revoke a Participant’s eligibility to make future Deferrals under this Plan. Such revocation will not affect in any manner a Participant’s Account Balance or other terms of this Plan.
|
4.1
|
Deferral Elections, Generally.
|
(a)
|
An Eligible Employee shall submit a Deferral Election during the enrollment periods established by the Plan Administrator and in the manner specified by the Plan Administrator, but in any event, in accordance with Section 4.2. A Deferral Election 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. Notwithstanding anything contained herein, participation is frozen and there shall be no further Deferral Elections by any Participant.
|
(b)
|
Each Deferral Election will specify the amount of Deferrals and the allocation of Deferrals to the Participant’s Accounts. A Participant may specify in his or her initial Deferral Election the Payment Schedule for the Retirement/Termination Account. A Participant may specify in the Deferral Election that establishes a Specified Date Account the Payment Schedule for such Account in the manner set forth in Section 4.4. If the time and form is not specified in a Deferral Election, the time and form of payment shall be the time and form specified in Section 2.27.
|
4.2
|
Timing Requirements for Deferral Elections.
|
(a)
|
First Year of Eligibility
.
Upon notification of his or her eligible status under Section 3.1, and subject to this paragraph (a), an Eligible Employee has up to 30 days to submit a Deferral Election with respect to Compensation earned during such year. The Deferral Election described in this paragraph becomes irrevocable on the first day following such 30
th
day. An Eligible Employee may file a Deferral Election under this Section 4.2(a) only if he or she does not participate in any other “account balance plan” as defined in Prop. Treas. Reg. Section 1.409A-1(c)(i)(A) maintained by the Company or a Participating Employer or other Affiliate, other than as permitted in Prop. Treas. Reg. Section 1.409A-1(c)(ii).
A Deferral Election filed under this Section 4.2(a) applies to Compensation earned on and after the date the Deferral Election becomes irrevocable. For Compensation that is earned based upon a specified performance period (e.g. over a calendar year or fiscal year), where a Deferral Election is made in the first year of eligibility but after the beginning of the service period, unless the Compensation may be timely deferred under this Section 4.2(c), (e), or (g), the election will be deemed to apply to Compensation paid for services performed subsequent to the election if the election applies to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the Deferral Election becomes irrevocable over the total number of days in the performance period. |
(b)
|
Prior Year Deferrals
.
Participants may defer Compensation by filing a Deferral Election no later than December 31 of the year prior to the year in which such Compensation is earned. A Deferral Election 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
.
A Deferral Election may be filed with respect to Performance-Based Compensation, provided that:
|
(d)
|
Commissions
.
For purposes of determining Compensation that may be deferred under Sections 4.2(a) or (b), commissions are considered to be earned in the year a customer remits payment to the Company or an Affiliate.
|
(e)
|
Deferral Election with Respect to Fiscal Year Compensation
.
A Participant may defer Fiscal Year Compensation by filing a Deferral Election prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Deferral Election 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 Prop. Treas. Reg. Section 1.409A-1(b)(4) may be deferred under a Deferral Election filed not later than twelve months prior to the date on which the Substantial Risk of Forfeiture lapses. The Payment Schedule for such Deferral must specify a commencement date no earlier than five years after the forfeiture restriction lapses.
|
(g)
|
Deferral Election With Respect to 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 twelve 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 twelve months in advance of the earliest date at which the forfeiture condition could lapse. The Deferral Election described in this paragraph becomes irrevocable after such 30
th
day.
|
(h)
|
Transition Relief; Deferral Elections Filed by March 15, 2005.
Notwithstanding the foregoing and any other provisions in the Plan concerning timing of initial deferral elections to the contrary, the Plan Administrator has the authority, pursuant to transition relief provided in Q&A 21 of Notice 2005-1, to permit Participants to make or modify Deferral Elections with respect to Deferrals subject to Code Section 409A that relate all or in part to services performed on or before December 31,
|
(i)
|
Transition Relief; Revocation, Termination During 2005
. Notwithstanding any provisions in the Plan concerning the prohibition of payments to Participants upon a termination of participation in the Plan or the cancellation of a Deferral Election during a Plan Year to the contrary, the Plan Administrator has the authority, pursuant to transition relief provided in Q&A 20 of Notice 2005-1, to permit a Participant, pursuant to procedures established by the Plan Administrator, to: (i) elect to terminate, or partially terminate, participation in the Plan and receive payment of that portion of his or her vested Account Balance payable under the Plan corresponding to the portion of the Plan to which the termination applies; or (ii) elect to cancel or reduce a Deferral Election with regard to amounts subject to Code Section 409A. An election by a Participant permitted in (i) or (ii) above, shall be made and shall result in payment no later than December 31, 2005.
|
4.3
|
“Evergreen” Deferral Elections
. The Plan Administrator, in its discretion, may provide in the Deferral Election that such Deferral Election will continue in effect for each subsequent year or performance period. Such “evergreen” Deferral Elections will become effective with respect to an item of Compensation on the date such election becomes irrevocable under Section 4.2. An evergreen Deferral Election may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under Section 4.2. A Participant whose Deferral Election is suspended due to an Unforeseeable Emergency will be required to file a new Deferral Election under this Article IV in order to continue making Deferrals under the Plan.
|
4.4
|
Specified Date Elections
. A Participant’s Deferral Election may establish a Specified Date Account by specifying the Payment Schedule for Deferrals and Earnings credited to such Account.
|
(a)
|
Allocation of Deferrals.
A Deferral Election may allocate Deferrals to one or more Specified Date Accounts. The Plan Administrator may, in its discretion, establish a minimum deferral period (for example, the third Plan Year following the year Compensation subject to the Deferral Election is earned).
|
(b)
|
Effect of Earlier Separation from Service, Death, Disability.
In the event of a Separation from Service, death, or Disability, the unpaid balance of a Specified Date Account will be paid in accordance with the Payment Schedule for the earlier event. Notwithstanding the foregoing, the Plan Administrator may allow a Participant to elect not to receive payment upon Separation from Service, but to receive the Specified Date Accounts as of the specified date. Such election must be made (i) on the Deferral Election form that establishes a Specified Date Account or (ii) in a subsequent election under Article V. Such election, once made, is irrevocable as to such Account.
|
4.5
|
Deductions from Pay.
The Plan Administrator has the authority to determine the payroll practices under which any component of Compensation subject to a Deferral Election will be deducted from a Participant’s Compensation.
|
5.1
|
Participant’s Right to Modify
. Subject to Section 5.2, a Participant may modify the Payment Schedule with respect to an Account, provided such modification complies with the requirements of Sections 5.1(a) and (b).
|
(a)
|
Time of Election.
The date on which a modification election is submitted to the Plan Administrator must be at least twelve months prior to the date on which payment commences under the Payment Schedule in effect prior to modification, and the date payments commence under the modified Payment Schedule must occur no earlier than five years after the date payment would have commenced under the Payment Schedule in effect prior to the effective date of the modification election. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.
|
(b)
|
Effective Date
.
A modification election described in Section 5.1(a) is irrevocable upon receipt by the Plan Administrator and becomes effective on the date that is twelve months after the date the modification is filed with the Plan Administrator
|
(c)
|
Effect on Accounts.
An election to modify a Payment Schedule is specific to the Specified Date or Retirement/Termination Account to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.
|
(d)
|
Effect of Modification Election Upon Death or Disability.
A modification to the form of payment from any Account that would also change the form of payment upon the Participant’s death or Disability will be effective at the time specified in
|
5.2
|
Modifications Authorized Under Notice 2005-1, Proposed Regulations, and Notice 2006-79
. Notwithstanding any provision of this Plan to the contrary, during calendar years 2006 and 2007 a Participant may modify any Payment Schedule of any Account without regard to the requirements of Section 5.1(a) and (b); provided, however, that any modification election purporting to modify an Account with a Payment Schedule commencing during the same year as the year in which the modification is made, or which would cause the commencement date of the Payment Schedule for an Account to be accelerated into the same year as the year in which the modification is made, shall be null and void to the extent such election is inconsistent with the requirements of Code Section 409A and the regulations and Notices issued thereunder. The Plan Administrator has the authority to prescribe the time and manner under which such modifications may be made.
|
6.1
|
Company Matching Contributions
. The Company or a Participating Employer may make a matching Company Contribution to “Match-eligible Participants”. Unless otherwise provided by the Committee, “Match-eligible Participants” shall be determined in accordance with criteria established by the Committee. Notwithstanding anything contained herein, all Company Contributions are frozen and there shall be no further Company Contributions.
|
6.2
|
Discretionary Company Contributions
. The Company or a Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to the Retirement/Termination Account of any Participant in any amount determined by the Company.
|
6.3
|
Vesting
. Company Contributions described in Section 6.1, above, and the Earnings thereon, are 100% vested from the date of crediting. Company Contributions described in Section 6.2, above (if any), 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. Company Contributions shall become 100% vested upon the occurrence of the earliest of: (i) the death of the Participant; (ii) the Disability of the Participant, (iii) Retirement of the Participant, or (iv) a Change in Control. The Company 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 6.3 shall be forfeited.
|
7.1
|
Valuation
. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Deferral Election. Company Contributions shall be credited in accordance with the provisions of Article VI, as determined by the Plan Administrator. Valuation of Accounts shall be performed under procedures approved by the Plan Administrator.
|
7.2
|
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 Plan Administrator, in accordance with the provisions of this Section 7.2 (“investment allocation”).
|
(a)
|
Investment Options
.
Investment options will consist of actual investments, which may include stocks, bonds, mutual fund shares, and other investments. The Committee, in its sole discretion, shall be permitted to add or remove investment funds from the Plan menu from time to time provided that any such additions or removals of investment funds shall not be effective with respect to any period prior to the effective date of such change.
|
(b)
|
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 Company 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.
|
(c)
|
Unallocated Deferrals and Accounts
.
If any portion of a Deferral or Account Balance has not been allocated to an investment option, such portion shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee.
|
8.1
|
Separation Payments
.
|
(a)
|
Retirement/Termination Benefit.
The Company, or a Participating Employer, as appropriate, shall pay the Retirement/Termination Benefit to Participants who incur a Separation from Service. The amount of the Retirement/Termination Benefit payment will be based on the vested Retirement/Termination Account Balance and will be paid in accordance with the Payment Schedule in effect for such benefit and the provisions of Section 8.7.
|
(b)
|
Specified Employees.
With respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service described in this Section, commencement date of a Payment Schedule will be the first day of the seventh month following the month in which such Separation from Service occurs, unless the Payment Schedule specifies a later date. Any subsequent installment payments payable under such Payment Schedule will be paid on the anniversary of such date.
|
8.2
|
Specified Date Accounts
. Subject to Section 4.4(b), The Company or a Participating Employer, as appropriate, shall pay the vested Account Balance of each Specified Date Account to Participants who have elected such Specified Date Accounts in accordance with the Payment Schedule in effect for such Account and the provisions of Section 8.7.
|
8.3
|
Disability Benefit
. Upon the Plan Administrator’s determination that a Participant is Disabled, the Company or a Participating Employer shall pay all unpaid Account Balances as a Disability Benefit in accordance with the Disability Benefit Payment Schedule and the provisions of Section 8.7.
|
8.4
|
Death Benefit
. In the event of the Participant’s death prior to receiving all payments from his or her Accounts, the Company or a Participating Employer, as appropriate, shall pay the Participant’s remaining Account Balances to the Participant’s Beneficiaries in accordance with the Death Benefit Payment Schedule and the provisions of Section 8.7.
|
8.5
|
Unforeseeable Emergency
. A Participant may submit a written request to the Plan Administrator to receive a distribution from his or her vested Account Balance(s) if the Participant experiences an Unforeseeable Emergency. Distributions of amounts in the event of an Unforeseeable Emergency are limited to the extent reasonably needed to satisfy the emergency need which cannot be met from other sources. The amount of such distribution 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. For purposes of the preceding sentence, any minimum deferral requirement specified in the Plan or Section 5.1 shall not apply.
|
8.6
|
Change in Control
. A Participant who incurs a Separation from Service within twenty four (24) months following the date of a Change in Control shall receive payment of his or her vested Accounts in a single lump sum. Payment will be made as of the later of the date specified for a Termination Benefit under Section 2.27 or the date applicable to Specified Employees under Section 8.1(b).
|
8.7
|
Valuation and Payment
. Payment amounts will be based on the valuation of the applicable Account Balance as of the Valuation Date specified by the Plan Administrator in its discretion.
Payment is treated as made upon the payment commencement date under the applicable Payment Schedule if the payment is made on or after such date in the same calendar year or, if later, by the 15 th day of the third calendar month following the date specified under the arrangement. If a calculation of the amount of the payment is not administratively practical due to events beyond the control of the Participant, a Beneficiary or the Participant’s estate, the payment will be treated as made upon the date specified under the Payment Schedule if the payment is made during the first calendar year in which the payment becomes administratively practicable. |
8.8
|
Installments; Declining Balance Calculation
. 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):
|
(a)
|
equals the Account Balance as of the Valuation Date and
|
(b)
|
equals the remaining number of installment payments.
|
8.9
|
“De Minimis Account” Balance.
Any provision in this Plan to the contrary notwithstanding, payment to a Participant or Beneficiary will be made in a single lump sum, provided (i) the payment accompanies the payment of the entirety of the Participant’s interest in the Plan and all similar arrangements that constitute a nonqualified deferred compensation arrangement under Prop. Treas. Reg. Section 1.409A-1(c); and (ii) the payment is not greater than $10,000. Payment under this Section shall be made on or before the later of December 31 of the calendar year in which occurs the Participant’s Separation from Service (if applicable), or the 15
th
day of the third month following the Participant’s Separation from Service (if applicable). Any Payment Schedule contrary to the provisions of this Section 8.9 shall be null and void.
|
8.10
|
Domestic Relations Order
. Notwithstanding any benefit, Payment Schedule or other provision of this Plan regarding the time and form of payment, the Plan Administrator may pay all or a portion of a Participant’s Accounts to an “alternate payee” as specified under the terms of a domestic relations order (defined in Code Section 414(p)(1)(B)). If a time or form of payment is not specified in such order, payment will be made to such alternate payee(s) in a single lump sum as soon as is administratively practical following the Plan Administrator’s determination that the order meets the requirements of this Section 8.10.
|
8.11
|
Payments to Avoid Nonallocation Year Under Section 409(p)
. Notwithstanding any benefit, Payment Schedule or other provision of this Plan regarding the time and form of payment, payment will be made to prevent the occurrence of a nonallocation year (within the meaning of Section 409(p)(3) of the Code in the plan year of an employee stock ownership plan next following the current plan year, provided that the amount paid may not exceed 125 percent of the minimum amount of payment necessary to avoid the occurrence of a nonallocation year.
|
8.12
|
Payment of Employment Taxes
. The Plan Administrator may permit payment of (i) Federal Insurance Contributions Act (FICA) tax imposed on Deferrals and Company Contributions (ii) any related federal, state, local and foreign tax law withholding obligations arising in connection with payment of the FICA Amount (as defined under Treasury regulations), and (iii) to pay the additional income tax at the source on wages attributable to the pyramiding of wages and taxes as a result of payments under (i) and (ii). The total amount of the payment under this Section shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.
|
8.13
|
Conflicts of Interest
. The Plan Administrator may permit such acceleration of the time or schedule of a payment under the Plan as may be necessary to comply with a certificate of divestiture (as defined in Code Section 1043(b)(2), or which may be necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that: (1) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including section 208 of title 18, United States Code), or is requested by a congressional committee as a condition of confirmation; and (2) specifies the financial interest to be divested or terminated.
|
8.14
|
Permissible Payment Delays
. The Company will delay any payment to a Participant upon the Company’s reasonable anticipation of one or more of the following:
|
(a)
|
The Company’s income tax deduction with respect to such payment would be limited or eliminated by application of Code Section 162(m); provided that such payment will be made either at the earliest date on which the Company reasonably anticipates that the deduction will not be so limited or eliminated or the calendar year in which the Participant incurs a Separation from Service; or
|
(b)
|
Making such payment would violate a term of a loan agreement to which the Company or an Affiliate is a party, or other similar contract to which the Company, or an Affiliate, is a party, and such violation would cause material harm to the Company or an Affiliate; provided that payment will be made at the earliest date on which the Company reasonably anticipates that making the payment will not cause such violation or such violation will not cause material harm to the Company and subject to such other requirements as are specified under Code Section 409A; or
|
(c)
|
Making such payment would violate federal securities laws or other applicable law; provided that payment will be made at the earliest date which the Company anticipates that the making of the payment will not cause such violation, and subject to such other requirements as are specified under Code Section 409A.
|
9.1
|
Plan Administration
. This Plan shall be administered by the Plan Administrator 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. Each Participating Employer agrees to be bound by procedures established by the Committee, and by decisions made by the Plan Administrator with respect to its Eligible Employees. Claims for benefits shall be filed with the Plan Administrator 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 Plan Administrator. 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 Plan Administrator in lieu of the Committee.
Upon such Change in Control, the Company may not remove the Plan Administrator, unless 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 removal and replacement Plan Administrator. Notwithstanding the foregoing, neither the Committee members nor the officer described above shall have authority to direct investment of trust assets under any rabbi trust described in Section 11.2. The Company shall, with respect to the Plan Administrator identified under this Section, (i) pay all reasonable expenses and fees of the Plan Administrator, (ii) indemnify the Plan Administrator (including individual Committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Plan Administrator hereunder, except with respect to matters resulting from the Plan Administrator’s gross negligence or willful misconduct and (iii) supply full and timely information to the Plan Administrator on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Plan Administrator may reasonably require. |
9.3
|
Withholding
. The Company and each Participating Employer shall have the right to withhold from any payment due under the Plan (or any amount deferred into the Plan) any taxes required by law to be withheld in respect of such payment (or Deferral).
|
9.4
|
Indemnification
. The Company and each Participating Employer shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which it delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Plan Administrator, the Committee and their agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his 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 Company. Notwithstanding the foregoing, the Company and Participating Employers shall not indemnify any person or organization if his 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 Company consents in writing to such settlement or compromise.
|
9.5
|
Delegation of Authority
. In the administration of this Plan, the Plan Administrator 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 Plan Administrator 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 Section 10.1.
|
(a)
|
Amendments.
The Company, by action taken by its Board of Directors, may amend the Plan at any time, 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 may delegate to the Plan Administrator the authority to amend
|
(b)
|
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 under the following conditions:
|
(1)
|
Company’s Discretion
. The Company may terminate the Plan in its discretion, provided that (i) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Prop. Treas. Regulation Section 1.409A-1(c) if the same Participant participated in all of the arrangements, are terminated; (ii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements (iii) all payments are made within 24 months of the termination of the arrangements, and (iv) the Company or its Affiliates do not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 1.409A-1(c) if the same Participant participated in both arrangements, at any time within five years following the date of termination of the arrangement.
|
(2)
|
Change in Control
. The Company may terminate the Plan within the thirty (30) days preceding or the twelve months following a Change in Control (as defined in Section 1.409A-2(g)(4)(i)). For purposes of this paragraph, a Change in Control shall be defined as provided in Prop. Treas. Reg. Section 1.409A-2(g)(4)(i). The Plan is considered terminated under this paragraph only if all substantially similar arrangements are terminated, and all participants under such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve months of the termination of such arrangements.
|
(3)
|
Dissolution; Bankruptcy Court Order
. The Company may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 403(b)(1)(A), provided that the vested Account Balances are included in Participants’ gross incomes in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (iii) the first calendar year in which the payment is administratively practicable.
|
10.2
|
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 Plan Administrator, pursuant to its authority to interpret the Plan, may sever from the Plan or any Deferral Election any provision or exercise of a right that otherwise would result in a violation of Code Section 409A. If, after application of the preceding sentence, the Plan Administrator determines that a Participant’s Accounts are taxable or if such Participant receives a notice of deficiency from the Internal Revenue Service due to a violation of Code Section 409A, such Participant will receive payment from his or her Accounts in a single lump sum. The amount of the payment shall not exceed the lesser of (i) the Participant’s Account Balance or (ii) an amount equal to the amount of income included in taxable income as a result of such violation, plus an additional amount, to the extent permissible under Treasury Department regulations, for penalties under Code Section 409A, other taxes and interest or other costs. Payment under this Section 10.2, including the amount of any taxes, penalties, interest or other costs, shall be applied against the Participant’s Accounts and shall constitute fulfillment of the Company’s payment obligation to such Participant under the Plan to the extent of any such payments.
|
11.1
|
General Assets
. Obligations established under the terms of the Plan may be satisfied from the general funds of the Company, Participating Employers (with respect to its Eligible Employees), or a trust described in Section 11.2. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Company or an Affiliate. 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 Company or its Affiliates and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments from the Company hereunder, such rights are no greater than the right of an unsecured general creditor of the Company.
|
11.2
|
Rabbi Trust
. The Company and/or a Participating Employer may, at 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 Company, a Participating Employer (with respect to its Eligible Employees) or from the assets of any such rabbi trust. Payment from any such source shall reduce the Company’s or Participating Employer’s obligation 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 Plan Administrator which shall make all determinations concerning such claim. Any claim filed with the Plan Administrator and any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).
|
12.2
|
In General.
Notice of a denial of benefits (other than Disability benefits) will be provided within ninety (90) days of the Plan Administrator’s receipt of the Claimant's claim for benefits. If the Plan Administrator determines that it needs additional time to review the claim, the Plan Administrator will provide the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Plan Administrator expects to make a decision.
|
12.3
|
Disability Benefits.
Notice of denial of Disability benefits will be provided within forty-five (45) days of the Plan Administrator’s receipt of the Claimant’s claim for Disability benefits. If the Plan Administrator determines that it needs additional time to review the Disability claim, the Plan Administrator will provide the Claimant with a notice of the extension before the end of the initial forty-five (45) day period. If the Plan Administrator determines that a decision cannot be made within the first extension period due to matters beyond the control of the Plan Administrator, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Plan Administrator shall notify the Claimant prior to the expiration of the initial thirty (30) day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Plan Administrator 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 forty-five (45) days to submit any necessary additional information to the Plan Administrator. In the event that a thirty (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.
|
12.4
|
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,
|
12.5
|
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.
|
(a)
|
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 sixty (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 sixty (60) days following receipt of the appeal (or within one hundred and twenty (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.
|
(b)
|
Disability Benefits.
Appeal of a denied Disability benefits claim must be filed in writing with the Committee no later than one hundred eighty (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 forty-five (45) days following receipt of the appeal (or within ninety (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.
|
(c)
|
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.
|
(1)
|
The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.
|
(2)
|
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.
|
(d)
|
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.
The Appeals Committee shall have the exclusive authority at the appeals stage to interpret the terms of the Plan and resolve appeals under the Claims Procedure. The Company shall, with respect to the Plan Administrator identified under this Section, (i) pay all reasonable expenses and fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including individual committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Appeals Committee hereunder, except with respect to matters resulting from the Appeals Committee’s gross negligence or willful misconduct and (iii) supply full and timely information to the Appeals Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Appeals Committee may reasonably require. |
12.6
|
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.
If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the Company shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other liabilities incurred as a result of such proceedings. If the legal proceeding is brought in connection with a Change in Control, or a “change in control” as defined in a rabbi trust described in Section 11.2, the Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the Participant’s or Beneficiary’s Account Balance and will be included in determining the Company’s trust funding obligation under Section 11.2. |
12.7
|
Discretion of 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.
|
12.8
|
Arbitration.
|
(a)
|
Prior to Change in Control.
If, prior to a Change in Control, any claim or controversy between the Company 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:
|
i.
|
The complaining party shall promptly send written notice to the other party identifying the matter in dispute and the proposed remedy. Following the giving of such notice, the parties shall meet and attempt in good faith to resolve the matter. In the event the parties are unable to resolve the matter within twenty one (21) days, the parties shall meet and attempt in good faith to select a single arbitrator acceptable to both parties. If a single arbitrator is not selected by mutual consent within ten (10) Business Days following the giving of the written notice of dispute, an arbitrator shall be selected from a list of nine persons each of whom shall be an attorney who is either engaged in the active practice of law or recognized arbitrator and who, in either event, is experienced in serving as an arbitrator in disputes between employers and employees, which list shall be provided by the main office of either JAMS, the American Arbitration Association (“AAA”) or the Federal Mediation and Conciliation Service. If, within three Business Days of the parties’ receipt of such list, the parties are unable to agree on an arbitrator from the list, then the parties shall each strike names alternatively from the list, with the first to strike being determined by the flip of a coin. After each party has had four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected.
|
ii.
|
Unless the parties agree otherwise, within sixty (60) days of the selection of the arbitrator, a hearing shall be conducted before such arbitrator at a time and a place agreed upon by the parties. In the event the parties are unable to agree upon the time or place of the arbitration, the time and place shall be designated by the arbitrator after consultation with the parties. Within thirty (30) days of the conclusion of the arbitration hearing, the arbitrator shall issue an award, accompanied by a written decision explaining the basis for the arbitrator’s award.
|
iii.
|
In any arbitration hereunder, the Company shall pay all administrative fees of the arbitration and all fees of the arbitrator, except that the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those amounts. Each party shall pay its own attorneys’ fees, costs, and expenses, unless the arbitrator orders otherwise. The prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses, and attorneys’ fees. The arbitrator shall have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy. The arbitrator shall have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the matter had been pursued in court litigation.
|
iv.
|
The decision of the arbitrator shall be final, binding, and non-appealable, and may be enforced as a final judgment in any court of competent jurisdiction.
|
v.
|
This arbitration provision of the Plan shall extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law or under this Plan.
|
vi.
|
Notwithstanding the foregoing, and unless otherwise agreed between the parties, either party may apply to a court for provisional relief, including a temporary restraining order or preliminary injunction, on the ground that the arbitration award to which the applicant may be entitled may be rendered ineffectual without provisional relief.
|
vii.
|
Any arbitration hereunder shall be conducted in accordance with the Federal Arbitration Act: provided, however, that, in the event of any inconsistency between the rules and procedures of the Act and the terms of this Plan, the terms of this Plan shall prevail.
|
viii.
|
If any of the provisions of this Section 12.8 are determined to be unlawful or otherwise unenforceable, in the whole part, such determination shall not affect the validity of the remainder of this Section 12.8, and this Section 12.8 shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the provisions of this Section 12.8 are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact and treated as determinative to the maximum extent permitted by law.
|
ix.
|
The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the claims(s) of a single Participant or Beneficiary.
|
(b)
|
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 Company 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, the Board or the Appeals Committee.
|
13.1
|
Anti-assignment Rule
. 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.
|
13.2
|
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 Company or any of its subsidiaries or affiliated companies. The right and power of the Company to dismiss or discharge an Employee is expressly reserved. Notwithstanding the provisions of Section 10.2, the Company makes 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.
|
13.3
|
No Employment Contract
. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and the Company or any of its subsidiaries or affiliated companies.
|
13.4
|
Notice
. Any notice or filing required or permitted to be delivered to the Plan Administrator under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Plan Administrator. 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
|
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.
|
13.6
|
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 Plan Administrator 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.
|
13.7
|
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.
|
/s/Kristi K. Johnson
|
ARTICLE I. ESTABLISHMENT AND PURPOSE
|
1
|
|
ARTICLE II. DEFINITIONS
|
1
|
|
ARTICLE III. ELIGIBILITY & PARTICIPATION
|
4
|
|
ARTICLE IV. PLAN BENEFITS
|
4
|
|
ARTICLE V. MANNER AND TIMING OF PAYMENT OF BENEFITS
|
5
|
|
ARTICLE VI. VESTING
|
6
|
|
ARTICLE VII. MODIFICATIONS OF PAYMENT SCHEDULES
|
6
|
|
ARTICLE VIII. VALUATION OF ACCOUNT BALANCES; INVESTMENTS
|
7
|
|
ARTICLE IX. ADMINISTRATION
|
8
|
|
ARTICLE X. AMENDMENT AND TERMINATION
|
9
|
|
ARTICLE XI. INFORMAL FUNDING
|
9
|
|
ARTICLE XII. CLAIMS PROCEDURE
|
10
|
|
ARTICLE XIII. GENERAL PROVISIONS
|
10
|
|
2.1
|
Account.
Account means a bookkeeping account maintained by the Committee to record the payment obligation of the Company to a Participant as determined under the terms of the Plan. 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 the Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.
|
2.3
|
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 Beneficiary election shall be the election on file under the Deferred Compensation Excess Plan election on file. 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 on file under the Deferred Compensation Excess Plan have predeceased the Participant.
|
2.4
|
Business Day.
Business Day means each day on which the New York Stock Exchange is open for business.
|
2.5
|
Code.
Code means the Internal Revenue Code of 1986, as amended from time to time.
|
2.6
|
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.
|
2.7
|
Committee.
Committee means a committee of the Human Resources Department of Employers Mutual Casualty Company, as authorized by the Employers Mutual Casualty Company Board of Directors.
|
2.8
|
Company.
Company means Employers Mutual Casualty Company.
|
2.9
|
Company Contribution.
Company Contribution means a credit to a Participant's Account in accordance with the provisions of Article IV of the Plan. Company Contributions are credited at the sole discretion of the Company and the fact that a Company Contribution is credited in one year shall not obligate the Company to continue to make such Company Contribution in subsequent years.
|
2.10
|
Compensation.
Compensation means only a Participant's base salary without Short Term Incentives and Long-Term Incentives, and any such other cash or equity-based amount (if any) approved by the Committee.
|
2.11
|
Compensation Deferral Agreement.
Compensation Deferral Agreement means the agreement under the Deferred Compensation Excess Plan between a Participant and the Company that specifies: (i) the Payment Schedule applicable to the Retirement/Termination Account.
|
2.12
|
Death Benefit.
Death Benefit means the benefit payment under the Plan to a Participant's Beneficiary(ies) upon the Participant's death as provided in Section 5.3 of the Plan.
|
2.13
|
Deferred Compensation Excess Plan.
Deferred Compensation Excess Plan means the Employers Mutual Casualty Company Board and Executive Nonqualified Excess Plan.
|
2.14
|
Disability Benefit.
Disability Benefit means the benefit payable under the Plan to a Participant in the event such Participant is determined to be Disabled as provided in Section 5.2 of the Plan.
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2.15
|
Disabled.
Disabled means that a Participant is, due to 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. 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 if the Participant is determined to be Disabled under the Company's Disability Plan.
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2.16
|
Earnings.
Earnings mean a positive or negative adjustment to the value of an Account, based upon the allocation of the Account by the Participant among deemed investment options in accordance with Article VIII.
|
2.17
|
Effective Date.
Effective Date means November 11, 2009.
|
2.18
|
Eligible Employee.
Eligible Employee means a select group of designated officers 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.
|
2.19
|
ERISA.
ERISA means the Employer Retirement Income Security Act of 1974, as amended from time to time.
|
2.20
|
Normal Retirement Age.
Normal Retirement Age is January 1 after age 65.
|
2.21
|
Participant.
Participant means an Eligible Employee according to 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. A Participant's continued participation in the Plan shall be governed by Section 3.2 of the Plan.
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2.22
|
Payment Schedule.
Payment schedule means the date as which payment of the Account under the Plan will commence and the form in which payment of such Account will be made.
|
2.23
|
Plan.
Generally, the term Plan means the "Employers Mutual Casualty Company Defined Contribution Supplemental Executive Retirement 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.
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2.24
|
Plan Year.
Plan year means January 1 through December 31.
|
2.25
|
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. All Company Contributions shall be allocated to a Retirement/Termination Account under the Deferred Compensation Excess Plan on behalf of the Participant.
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2.26
|
Separation from Service.
Separation from Service means an Employee's termination of employment with the Company. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.
|
2.27
|
Valuation Date.
Valuation Date means each Business Day.
|
2.28
|
Years of Service:
Years of Service equals one year for each calendar year of employment with the Company. Partial Years of Service will be rounded to the nearest month and calculated by dividing the number of months by 12 and rounding to two decimals.
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3.1
|
Eligibility and Participation.
An Eligible Employee becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article IV, or (ii) receipt of notification of eligibility to participate.
|
3.2
|
Duration.
A Participant shall be eligible to receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not receive Company Contributions 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. 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, 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.
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4.1
|
Benefit Amount.
An amount targeting a 60 percent replacement amount of final total cash Compensation at Normal Retirement Age will be calculated offset by the following plans:
|
•
|
Defined Benefit Pension Plan
|
•
|
Social Security
|
•
|
Defined Benefit Supplemental Retirement Plan
|
•
|
401(k) Plan(Employer Match contributions only)
|
•
|
BENEP (Employer Match contributions only)
|
4.2
|
Assumptions.
Using the service schedule, the Plan solves for a 60 percent replacement amount of final total cash Compensation at Normal Retirement Age with the following assumptions:
|
•
|
Projected benefits assume a single-life annuity calculated using current year purchase rates.
|
•
|
Social Security projections based on the www.socialsecurity.gov online quick calculator estimate.
|
•
|
Social Security/Salary Cap Increase Rate – 2.5%
|
•
|
Investment Earnings (both Non-Qualified and Qualified plan) –7%
|
•
|
Salary Scale and Job changes will be updated annually and contributions will be recalculated accordingly. Investment Earnings are constant and will not be updated annually. This eliminates any investment liability for the Company.
|
4.3
|
Deferred Retirement.
If the Participant continues working and retires after normal retirement date, contributions will cease. However, the accumulated Account Balance will continue to grow until the actual date of distribution.
|
5.1
|
Retirement/Termination.
Upon the Participant's Separation from Service due to Retirement/Termination, he or she shall be entitled to the Account Balance. The benefit shall be based on the value of that Account 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.
|
5.2
|
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 value of the Retirement/Termination Account. The Disability Benefit shall be based on the value of the Account as of the last day of the month in which Disability occurs and will be paid in the following month.
|
5.3
|
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 value of the Retirement /Termination Account. The Death Benefit shall be based on the value of the Account as of the last day of the month in which death occurs and will be paid in the following month.
|
5.4
|
Form of Payment.
Generally, the benefit payable to a Participant shall be payable to him/her (or his or her Beneficiary) as a lump sum benefit, 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 of installments, 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.
|
5.5
|
Timing of Payment.
Payment of the Account Balance will be made or begin in the seventh month following the month in which Separation from Service occurs. If the benefit is to be paid in the form of installments, any subsequent installment payments to a Participant will be paid on the anniversary of the date the initial installment was made. The amount of each installment payment shall be determined by dividing the Account Balance as of the Valuation Date by the remaining number of installment payments.
|
6.1
|
Company Contributions described in Article IV, and the Earnings thereon, shall vest immediately for all Participants.
|
7.1
|
Participant's Right to Modify.
A Participant may modify any or all of the alternative Payment Schedules with respect to the 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 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.
|
8.1
|
Valuation.
Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. However, Company Contributions shall first apply in or after calendar year 2009. Valuation of Accounts shall be performed under procedures approved by the Committee.
|
8.2
|
Adjustment for Earnings.
Accounts will be adjusted to reflect Earnings on each Business Day. Adjustments shall reflect the net Earnings, gains, losses, expenses, appreciation, and depreciation associated with an investment option.
|
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 ownership in any investment option included in the investment menu, nor shall the Company or any trustee acting on its behalf have any obligations to purchase actual securities because 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 Balance.
|
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
|
Withholding.
The Company shall have the right to withhold from any payment due under the Plan any taxes required by law to be withheld in respect of such payment.
|
9.3
|
Indemnification.
The Company 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 Company. Notwithstanding the foregoing, the Company shall not indemnify any person or organization if his or her or its actions or failure to act is due to the gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise.
|
9.4
|
Delegation of Authority.
In the administration of this Plan, the Committee may 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.
|
9.5
|
Binding Decisions and 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, conclusive, and binding upon all persons having interest in the Plan.
|
10.1
|
Amendment and Termination.
The Company may at any time amend the Plan or may terminate the Plan as provided in this Article X.
|
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 Account Balances of any Participant accrued as of the date of any such amendment or restatement or reduce any rights of a Participant under the Plan 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 the 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).
|
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 Company, 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 Company. 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 Company 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 Company.
|
11.2
|
Rabbi Trust.
The Company 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 Company 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.
|
12.2
|
Appeal of Denied Claim.
A claim that has been completely or partially denied can be appealed by filing a written appeal with the Company Benefits Committee of the Board.
|
12.3
|
Legal Action.
Legal action relating to a claim for benefits under the Plan may not be pursued unless and until the claims procedures under the Plan have been followed and the administrative remedies under such claims procedures have been exhausted. Any such legal action must be commenced within one year of a final determination hereunder with respect to such claim.
|
12.4
|
Discretion of Appeals Committee.
All interpretations, determinations and decisions of the Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.
|
13.1
|
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 term of a domestic relations order (as defined in Code Section 414(p)(1)(B)).
|
13.2
|
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 Company. The right and power of the Company to dismiss or discharge an Employee is expressly reserved.
|
13.3
|
No Employment Contract.
Nothing contained herein shall be construed to constitute a contract of employment between an Employee and the Company.
|
13.4
|
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"
|
13.5
|
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.
|
By:
|
Robert G. Seiler
|
(Print Name)
|
|
|
|
Its:
|
AVP, Benefits Manager
|
(Title)
|
|
|
|
|
/s/ Robert G. Seiler
|
(Signature)
|
By:
|
/s/ Bruce G. Kelley
|
|
Bruce G. Kelley
|
|
President and Chief Executive Officer
|
By:
|
/s/ Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President - Investments
|
By:
|
/s/ Jean S. Bloomburg
|
|
Jean S. Bloomburg
|
|
President and Chief Operating Officer
|
By:
|
/s/ Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President and Treasurer
|
By:
|
Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President and Treasurer
|
By:
|
Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President and Treasurer
|
By:
|
Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President and Treasurer
|
By:
|
Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President and Treasurer
|
By:
|
Raymond W. Davis
|
|
Raymond W. Davis
|
|
Senior Vice President - Investments
|
By:
|
/s/ Ronnie D. Hallenbeck
|
|
Ronnie D. Hallenbeck
|
|
President and Chief Operating Officer
|
By:
|
/s/ Daniel C. Crew
|
|
Daniel C. Crew
|
|
President and Chief Operating Officer
|
1
|
SERVICES PERFORMED BY EMC
|
1.1
|
Productivity and Technology
. EMC will provide systems and services to Group necessary to provide adequate and appropriate data and processing of data for the support of Group's operations and business.
|
1.2
|
Marketing
.
|
1.3
|
Strategic Planning and Operational Services
.
|
1.4
|
Legal Services
.
|
1.5
|
Property and Equipment
.
|
1.6
|
Administrative Services
. Provide Group with administrative functions requested by Group.
|
1.7
|
Human Resources
. Group utilizes EMC employees.
|
1.8
|
Financial
. Assist Group with certain financial services, including, but not limited to maintenance of appropriate banking relationships, including the establishment, maintenance, and/or transfer or termination of bank accounts in the name of Group, in accordance with Group authorization.
|
1.9
|
Insurance and Reinsurance
. Assist Group in obtaining and maintaining general liability insurance, including professional liability insurance, directors and officers liability insurance, reinsurance, and any bonds or other insurance necessary and appropriate.
|
1.10
|
Internal Audit
. Develop, maintain, and perform internal audit functions.
|
2
|
Notwithstanding anything in this Agreement to the contrary, EMC shall have no financial responsibility for any cost or expense relating to the operation of Group.
|
3
|
Compensation
. Group shall reimburse EMC for salaries of certain EMC employees based on an annual estimate of the percentage of the time spent working for Group. Payroll taxes and employee benefits will be allocated based on the prior year ratio of these consolidated expenses to salaries. Rent for the use of EMC property will be based on square footage of space utilized. Other expenses such as travel, printing and postage charges will be allocated based upon actual usage. Payments for all said salaries, expenses and/or costs shall be due to EMC no later than forty-five (45) days after the end of each quarter.
|
4
|
Effective Date
. Subject to any necessary regulatory approval, the effective date of this Agreement shall be December 31, 2007.
|
5
|
Term
. The term of this Agreement shall be for a period of one (1) year, and will automatically extend for additional one (1) year terms unless written notice is given by one of the parties at least ninety (90) days prior to the expiration of the then-current one-year term, in accordance with the requirements set out below.
|
6
|
Termination
. Either party may terminate this Agreement upon ninety (90) days prior written notice to the other party. Notwithstanding the foregoing sentence, the parties may agree to a shorter termination period by written agreement signed by both parties.
|
7
|
Independent Contractors
. Nothing in this Agreement shall affect the separate identities of Group and EMC. Except as specifically agreed herein, neither party to this Agreement intends to be the partner or agent of the other. Neither party intends to limit the other party in any manner in the conduct of its businesses, ventures, or activities not specifically provided for in this Agreement.
|
8
|
Amendments
. This Agreement may be amended at any time by mutual agreement of the parties, provided that any amendment shall be in writing signed by both parties and shall be subject to regulatory approval before it becomes effective.
|
9
|
Indemnity
.
|
10
|
Counterparts
. This Agreement may be executed in several counterparts, each of which will be deemed an original and all of which shall constitute but one and the same instrument, but none of which will be deemed to be binding unless and until all parties have signed this Agreement.
|
By:
|
/s/ Bruce G. Kelley
|
|
Bruce G. Kelley
|
|
President and Chief Executive Officer
|
By:
|
/s/ William A. Murray
|
|
William A. Murray
|
|
Executive Vice President & Chief Operating Officer
|
1
|
SERVICES PERFORMED BY EMC
|
1.1
|
Productivity and Technology
. EMC will provide systems and services to Underwriters necessary to provide adequate and appropriate data and processing of data for the support of Underwriters' operations and business.
|
1.2
|
Marketing
.
|
1.3
|
Strategic Planning and Operational Services
.
|
1.4
|
Legal Services
.
|
1.5
|
Property and Equipment
.
|
1.6
|
Administrative Services
. Provide Underwriters with administrative functions requested by Underwriters.
|
1.7
|
Human Resources
. Underwriters utilizes EMC employees.
|
1.8
|
Financial
. Assist Underwriters with certain financial services, including, but not limited to maintenance of appropriate banking relationships, including the establishment, maintenance, and/or transfer or termination of bank accounts in the name of Underwriters, in accordance with Underwriters authorization.
|
1.9
|
Insurance and Reinsurance
. Assist Underwriters in obtaining and maintaining general liability insurance, including professional liability insurance, directors and officers liability insurance, reinsurance, and any bonds or other insurance necessary and appropriate.
|
1.10
|
Internal Audit
. Develop, maintain, and perform internal audit functions.
|
2
|
Notwithstanding anything in this Agreement to the contrary, EMC shall have no financial responsibility for any cost or expense relating to the operation of Underwriters.
|
3
|
During the term of this Agreement Underwriters agrees not to enter into any arrangement with any other person or entity that will directly or indirectly infringe upon or diminish the rights, duties, or responsibilities of EMC hereunder.
|
4
|
Compensation
. Underwriters shall reimburse EMC for salaries of certain EMC employees based on actual time spent working for Underwriters. Payroll taxes and employee benefits will be allocated based on the prior year ratio of these consolidated expenses to salaries. Rent for the use of EMC property will be based on square footage of space utilized. Other expenses such as travel, equipment, printing, supplies and telephone charges will be allocated based upon actual usage. Costs for insurance are calculated as follows:
|
•
|
Work Comp - A ratio based upon the number of Underwriters employees to the overall number of employees insured under the applicable policy.
|
•
|
Fiduciary Liability - A ratio based upon the number of Underwriters employees to the overall number of employees insured under the applicable policy.
|
•
|
E&O, D&O - A ratio based upon the number of Underwriters employees to the overall number of employees insured under the applicable policy.
|
•
|
Financial Institution Bond - A ratio based upon the number of Underwriters employees to the overall number of employees insured under the applicable policy.
|
•
|
Extortion - A ratio based upon the number of Underwriters employees to the overall number of employees insured under the applicable policy.
|
•
|
Property - A ratio based upon the number of square feet utilized by Underwriters to the overall square footage insured under the applicable policy.
|
•
|
Liability - A ratio based upon the number of square feet utilized by Underwriters to the overall square footage insured under the applicable policy.
|
•
|
Auto - A ratio based upon the number of cars insured by Underwriters to the overall number of cars insured under the applicable policy.
|
•
|
Umbrella - A ratio based upon the number of square feet utilized by Underwriters to the overall square footage insured under the applicable policy.
|
5
|
Effective Date
. Subject to any necessary regulatory approval, the effective date of this Agreement shall be December 31, 2007.
|
6
|
Term
. The term of this Agreement shall be for a period of one (1) year, and will automatically extend for additional one (1) year terms unless written notice is given by one of the parties at least ninety (90) days prior to the expiration of the then-current one-year term, in accordance with the requirements set out below.
|
7
|
Termination
. Either party may terminate this Agreement upon ninety (90) days prior written notice to the other party. Notwithstanding the foregoing sentence, the parties may agree to a shorter termination period by written agreement signed by both parties.
|
8
|
Independent Contractors
. Nothing in this Agreement shall affect the separate identities of Underwriters and EMC. Except as specifically agreed herein, neither party to this Agreement intends to be the partner or agent of the other. Neither party intends to limit the other party in any manner in the conduct of its businesses, ventures, or activities not specifically provided for in this Agreement.
|
9
|
Amendments
. This Agreement may be amended at any time by mutual agreement of the parties, provided that any amendment shall be in writing signed by both parties and shall be subject to regulatory approval before it becomes effective.
|
10
|
Indemnity
.
|
11
|
Counterparts
. This Agreement may be executed in several counterparts, each of which will be deemed an original and all of which shall constitute but one and the same instrument, but none of which will be deemed to be binding unless and until all parties have signed this Agreement.
|
By:
|
/s/ Bruce G. Kelley
|
|
Bruce G. Kelley
|
|
President and Chief Executive Officer
|
By:
|
/s/ Daniel C. Crew
|
|
Daniel C. Crew
|
|
President and Chief Operating Officer
|
(1)
|
EMC Insurance Group Inc.'s Registration Statement (Form S-8 No. 333-222326) pertaining to the Employers Mutual Casualty Company 2017 Stock Incentive Plan,
|
(2)
|
EMC Insurance Group Inc.'s Registration Statement (Form S-8 No. 333-218264) pertaining to the EMC Insurance Group Inc. 2017 Non-Employee Director Stock Plan,
|
(3)
|
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,
|
(4)
|
EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-151299) pertaining to the Employers Mutual Casualty Company Amended and Restated 2008 Employee Stock Purchase Plan,
|
(5)
|
EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-143457) pertaining to the 2007 Employers Mutual Casualty Company Stock Incentive Plan,
|
(6)
|
Registration Statement (Form S-3 No. 333-187622) of EMC Insurance Group Inc. Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan;
|
SIGNATURE
|
|
TITLE
|
|
|
|
/s/ Stephen A. Crane
|
|
|
Stephen A. Crane
|
|
Chairman of the Board of Directors
|
|
|
|
/s/ Peter S. Christie
|
|
|
Peter S. Christie
|
|
Director
|
|
|
|
/s/ Jonathan R. Fletcher
|
|
|
Jonathan R. Fletcher
|
|
Director
|
|
|
|
/s/Robert L. Howe
|
|
|
Robert L. Howe
|
|
Director
|
|
|
|
/s/ Bruce G. Kelley
|
|
|
Bruce G. Kelley
|
|
Director
|
|
|
|
/s/ Gretchen H. Tegeler
|
|
|
Gretchen H. Tegeler
|
|
Director
|
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;
|
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
|
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/ Bruce G. Kelley
|
|
Bruce G. Kelley, President,
|
|
Chief Executive Officer and Treasurer
|
|
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;
|
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
|
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
|
|
|
|
/s/ Bruce G. Kelley
|
|
Bruce G. Kelley, President
|
|
Chief Executive Officer and Treasurer
|
|
(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
|
|
Mark E. Reese
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|