Our main office is located in Branchville, New Jersey on a site owned by a subsidiary with approximately 114 acres and 315,000 square feet of operational space. We lease all of our other facilities. The principal office locations related to our insurance segments are described in the “Geographic Markets” section of Item 1. “Business.” of this Form 10-K. We believe our facilities provide adequate space for our present needs and that additional space, if needed, would be available on reasonable terms.
Our Standard Commercial Lines and Standard Personal Lines products and services are sold through nine subsidiaries that write commercial and personal insurance coverages, some of which write flood business through the National Flood Insurance Program's ("NFIP") Write Your Own ("WYO") program. Our E&S Lines products and services are sold through one subsidiary, Mesa Underwriters Specialty Insurance Company ("MUSIC"), that provides a nationally-authorized non-admitted platform to write commercial and personal E&S business, of which we currently only write commercial coverages. Our ten insurance subsidiaries are collectively referred to as the "Insurance Subsidiaries".
Significant periods of time can elapse between the occurrence of an insured loss, the reporting of the loss to the insurer, and the insurer’s payment of that loss. To recognize liabilities for unpaid losses and loss expenses, insurers establish reserves as balance sheet liabilities representing an estimate of amounts needed to pay reported and unreported net losses and loss expenses. As of December 31, 2014, we had accrued $3.5 billion of gross loss and loss expense reserves compared to $3.3 billion at December 31, 2013.
Our loss and loss expense reserve development over the preceding 10 years is shown on the following table, which has five parts:
Section I shows the estimated liability recorded at the end of each indicated year for all current and prior accident year’s unpaid loss and loss expenses. The liability represents the estimated amount of loss and loss expenses for unpaid claims, including IBNR reserves. In accordance with GAAP, the liability for unpaid loss and loss expenses is recorded gross of the effects of reinsurance. An estimate of reinsurance recoverables is reported separately as an asset. The net balance represents the estimated amount of unpaid loss and loss expenses outstanding reduced by estimates of amounts recoverable under reinsurance contracts.
Section II shows the re-estimated amount of the previously recorded net liability as of the end of each succeeding year. Estimates of the liability of unpaid loss and loss expenses are increased or decreased as payments are made and more information regarding individual claims and trends, such as overall frequency and severity patterns, becomes known.
Section IV shows the re-estimated gross liability and re-estimated reinsurance recoverables through December 31, 2014.
Section V shows the cumulative gross and net (deficiency)/redundancy representing the aggregate change in the liability from the original balance sheet dates and the re-estimated liability through December 31, 2014.
In 2014, we experienced overall favorable loss development of approximately $59.3 million, compared to $25.5 million in both 2013 and 2012. The following table summarizes prior year development by line of business:
During 2013, this line experienced favorable development due to lower severities in accident years 2010 and prior. This was partially offset by unfavorable development in accident years 2011 and 2012, which showed higher average severities in the premises and operations coverage. During 2012, this line of business showed modestly unfavorable development due to increased severities in the 2010 and 2011 accident years. The broad nature of this line of business, and the longer average time for the claims settlement process, makes it more susceptible to changes in litigation and the tort environment. This line of business includes excess policies that provide additional limits above underlying automobile and general liability coverages, which is subject to catastrophic losses, and therefore influenced by the factors noted above to a greater degree.
At December 31, 2014, our workers compensation line of business recorded reserves, net of reinsurance, of $1.0 billion, which represented 35% of our total net reserves. During 2014, this line experienced no development on prior accident years. This represents a significant change compared to 2013, during which this line experienced unfavorable development of approximately $23.5 million driven mainly by assisted living facility claims. Unfavorable development in 2012 was approximately $2.5 million. During 2014, this line showed a significant reduction in reported claim counts and associated paid and reported amounts. We believe this to be reflective of both our proactive underwriting actions in recent years, as well as various claims initiatives that we implemented, including the centralization of our workers compensation claim handling in Charlotte, North Carolina. Jurisdictionally trained and aligned medical only and lost-time adjusters manage non-complex workers compensation claims within our footprint. Claims with high exposure and/or significant escalation risk are referred to the workers compensation strategic case management unit.
In addition, changes in the economy could impact reserves in other ways. For example, in 2014, audit and endorsement activity resulted in additional premium of $15.7 million, and in 2013, audit and endorsement activity resulted in additional premium of $7.4 million. As premiums earned are used as a basis for setting initial reserves on the current accident year, our reserves could be impacted. While audit and endorsement premiums are modeled within our annual budgeting process, they remain uncertain, and therefore provide additional variability to the resulting loss and loss expense ratio estimates.
At December 31, 2014, our E&S Lines had recorded reserves, net of reinsurance, of $160 million, which represented 6% of our total net reserves. In 2014, these lines experienced unfavorable development of $3.7 million, associated with accident years 2011 through 2013. As we have limited historical loss experience in this segment, our reserve estimates are partially based on development patterns of companies that have similar operations. Therefore, these estimates are subject to somewhat greater uncertainty than the comparable traditional lines of business. As our own experience matures, we will continue to place greater weight upon it, and less weight upon the surrogate patterns.
At December 31, 2014, no other individual line of business had recorded reserves of more than $87 million, net of reinsurance. We have not identified any recent trends that would create additional significant reserve uncertainty for these other lines of business.
In addition to the line of business specific issues mentioned above, our lines of business have been impacted by a number of initiatives undertaken by our claims department that have resulted in variability, or shifts, in the average level of case reserves. Some of these initiatives have also impacted claims settlement rates. These changes affect the data upon which the ultimate loss and loss expense projections are made. While these changes in case reserve levels and settlement rates increase the uncertainty in the short run, we expect the longer-term benefit will be a more refined management of the claims process.
Some of the specific actions implemented over the past several years are as follows:
Our internal reserve analyses incorporate actuarial projection methods, which make adjustments for changes in case reserve adequacy and claims settlement rates. These methods adjust our historical loss experience to the current level of case adequacy or settlement rate, which provides a more consistent basis for projecting future development patterns. These methods have their own assumptions and judgments associated with them, so as with any projection method, they are not definitive in and of themselves. Furthermore, given that the expected benefits from our claims initiatives take time to fully manifest, we do not take full credit for the anticipated benefit in establishing our loss and loss expense reserves. These initiatives may prove more or less beneficial than currently reflected, which will affect development in future years. Our various projection methods provide an indication of these potential future impacts. These impacts would be greatest within our larger reserve lines of workers compensation, general liability, and commercial automobile liability, within the more recent accident years.
The importance of any single assumption depends on several considerations, such as the line of business and the accident year. If the actual experience emerges differently than the assumptions used in the process to establish reserves, changes in our reserve estimate are possible and may be material to the results of operations in future periods. Set forth below are sensitivity tests which highlight potential impacts to loss and loss expense reserves under different scenarios, for the major casualty lines of business. These tests consider each assumption and line of business individually, without any consideration of correlation between lines of business and accident years, and therefore, does not constitute an actuarial range. While the figures represent possible impacts from variations in key assumptions as identified by management, there is no assurance that the future emergence of our loss and loss expense experience will be consistent with either our current or alternative sets of assumptions.
The sensitivities of loss and loss expense reserves to these key assumptions are illustrated below for the major casualty lines. The first table shows the estimated impacts from changes in expected reported loss and loss expense development patterns. It shows reserve impacts by line of business if the actual calendar year incurred amounts are greater or less than current expectations by the selected percentages. The second table shows the estimated impacts from changes to the expected loss and loss expense ratios for the current accident year. It shows reserve impacts by line of business if the expected loss and loss expense ratios for the current accident year are greater or less than current expectations by the selected percentages. While the selected percentages by line are judgmentally based, they reflect the relative contribution of the specific line of business to the overall reserve range. Therefore, the smaller reserve lines reflect greater percentages due to their greater relative variability.
“Asbestos claims” are claims for bodily injury alleged to have occurred from exposure to asbestos-containing products. Our primary exposure arises from insuring various distributors of asbestos-containing products, such as electrical and plumbing materials. At December 31, 2014, asbestos claims constituted 32% of our $23.0 million net asbestos and environmental reserves, compared to 30% of our $25.2 million net asbestos and environmental reserves at December 31, 2013.
Our pension and post-retirement benefit obligations and related costs are calculated using actuarial methods, within the framework of U.S. GAAP. Two key assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. We evaluate these key assumptions annually. Other assumptions involve demographic factors, such as retirement age, mortality, turnover, and rate of compensation increases. In the fourth quarter of 2014, the Society of Actuaries issued their updated mortality table (RP-2014), which reflects increasing life expectancies in the United States. We adopted these mortality tables in the fourth quarter of 2014.
When the fair value of any investment is lower than its cost/amortized cost, an assessment is made to determine if the decline is other than temporary. We regularly review our entire investment portfolio for declines in fair value. If we believe that a decline in the value of an available-for-sale ("AFS") security is temporary, we record the decline as an unrealized loss in Accumulated Other Comprehensive Income ("AOCI"). Temporary declines in the value of a held-to-maturity ("HTM") security are not recognized in the Financial Statements. Our assessment of a decline in fair value includes judgment as to the financial position and future prospects of the entity that issued the investment security, as well as a review of the security’s underlying collateral for fixed income investments. Broad changes in the overall market or interest rate environment generally will not lead to a write-down.
The March 2014 sale of the renewal rights to our $37 million SIG book of business contributed $8 million to other income and reduced the combined ratio by 0.4 points. Although we did not solicit buyers, we decided to sell this small and specialized book of business when the opportunity presented itself because it had significant production outside of our standard lines footprint, and proved difficult to grow. We however, have retained our substantial individual risk public entity book of business and continue to look for opportunities to grow it.
The significant improvement in 2013 was driven by the fact that 2012 included the impact of Superstorm Sandy, which was the single largest catastrophic event in our history. The net impact of this storm on 2012 results was as follows:
The investment segment's operating ROE has been negatively impacted by the declining interest rate environment over the last three years. While on a numerical basis, the impact of decreasing interest rates has been more than offset by a higher asset base within our fixed income portfolio in 2014 and by higher alternative investment income in 2013, this segment's contribution to ROE has been deteriorating over the past three years as the rate of investment income growth has been outpaced by the growth in equity.
The size of our company and our field model that provides us with the ability to be agile and responsive to our customer needs;
Our demonstrated ability to execute on our strategic cost reduction strategies; and
The growth in NPW and NPE from 2012 through 2014 is primarily the result of the following:
Renewal pure price increases and strong retention have contributed to NPW growth over the past three years. In 2014, our growth rate of 4% would have been 7% excluding the impact of the SIG renewal rights sale in the first quarter of 2014. In addition to the items above, premium in 2012 was reduced by a reinstatement premium on our catastrophe excess of loss treaty of $4.6 million due to the impact of Superstorm Sandy. Our 2013 NPW growth would have remained at 9% excluding this reinstatement premium.
Additionally, lower non-catastrophe property losses and catastrophe losses contributed to the favorable results in 2013 compared to 2012. However, in 2014, we saw a deterioration in these losses compared to 2013. The following table provides the details by year for the property losses:
The growth in NPW and NPE for our general liability business in 2014 and 2013 reflects renewal pure price increases and strong retention. In 2014, renewal pure price increases and strong retention more than offset a reduction in premiums that resulted from the sale of the SIG renewal rights. SIG NPW was approximately $17 million for the general liability line of business in 2013. Excluding the impact of this sale, NPW growth in 2014 compared to 2013 would have been 11%.
Prior year development can be volatile year to year and, therefore, requires a longer period of time before true trends are fully recognized. The impact of the prior year casualty reserve development on this line was as follows:
2013: favorable prior year development of 4.9 points driven by lower severities in 2010 and prior accident years, partially offset by unfavorable development in accident years 2011 and 2012, which showed higher average severities in premises and operations coverage.
NPE increases in 2014 and 2013 were consistent with the fluctuations in NPW for their respective twelve-month periods ended December 31st.
While we continue to view workers compensation in the context of an overall account, we remain very focused on improving this competitive line of business through both underwriting and claims initiatives. We achieved earned renewal pure price increases of 6.1% in 2014 and 8.0% in 2013, exceeding projected loss inflation trends and improving profitability by approximately 2.5 points and 4.0 points, respectively. Additionally, we have seen improvements in claims outcomes as all workers compensation claim handling has been centralized in Charlotte, North Carolina. Jurisdictionally trained and aligned medical only and lost-time adjusters manage non-complex workers compensation claims within our footprint. Claims with high exposure and/or significant escalation risk are referred to the workers compensation strategic case management unit. While there is still more work to do, the improvement in our workers compensation combined ratio and the fact that there was no prior year casualty reserve development in 2014 are evidence of the progress being achieved.
2013: unfavorable prior year development of 8.6 points driven by 2008 and prior accident years reflecting increases in severities for medical costs. These increases largely related to case reserve adjustments to assisted living facility claims, and our review of medical cost development over many years.
2012: unfavorable by 1.1 points driven by the 2011 accident year, due to an increase in the ultimate severity, partially offset by accident years 2007 and 2008, due to a decrease in expected severity for those years.
NPW and NPE increased in 2014 compared to 2013, as well as in 2013 compared to 2012, primarily due to: (i) renewal pure price increases; (ii) strong retention; and (iii) growth in new business.
The fluctuations in the statutory combined ratios over the three-year period are best understood by reviewing the fluctuations in non-catastrophe property losses and catastrophe losses. The significant increases in these losses in 2014 compared to 2013 was primarily driven by extreme cold caused by the polar vortex that impacted our entire 22 state footprint and Midwest storms in the first and second quarters of 2014, respectively. The significant improvement in total property losses in 2013 compared to 2012 reflects the impact of Superstorm Sandy in 2012. Quantitative information regarding these items is as follows:
NPW fluctuations over the three-year periods were driven by the following:
In addition to the items above, premium in 2012 was reduced by a reinstatement premium on our catastrophe excess of loss treaty of $3.9 million due to the impact of Superstorm Sandy.
The improvement in the loss and loss expense ratio in the three-year period is primarily driven by: (i) earned renewal pure price increases of 6.8% in 2014 and 7.6% in 2013, exceeding our projected loss inflation trends and improving profitability by approximately 2.6 points and 3.3 points, respectively; and (ii) decreased catastrophe losses. This was partially offset by the impact of non-catastrophe property losses and lower flood claims handling fees earned from our participation in the NFIP. These amounts are quantified in the tables below:
The improvement in the combined ratio in 2014 was driven by a change in the mix of business, coupled with catastrophe losses that decreased by 1.7 points. Partially offsetting these items were non-catastrophe property losses that increased by 2.5 points and unfavorable prior year casualty reserve development. This development was $5.8 million, or 4.1 points, in 2014 compared to $2.5 million, or 1.9 points, in 2013. The 2014 development related to updated actuarial assumptions as the book matures and we gather more of our own experience.
The following illustrates the pooling percentages by company as of December 31, 2014:
Flood Reinsurance - as a servicing carrier in the WYO program, we receive a fee for writing flood business, for which the related premiums and losses are 100% ceded to the federal government.
Although we model various catastrophic perils, due to our geographic spread, the risk of hurricane continues to be the most significant natural catastrophe peril to which our portfolio is exposed. Below is a summary of the largest five actual hurricane losses that we experienced in the past 25 years:
1 This amount represents reported and unreported gross losses estimated as of December 31, 2014.
All NBCR losses are excluded regardless of whether or not they are certified under TRIPRA. Non-NBCR losses are covered with certain limitations. Please see Item 1A. “Risk Factors.” of this Form 10-K for discussion regarding changes in TRIPRA.
$38 million above $2 million retention covering 100% in two layers. Losses other than TRIPRA certified losses are subject to the following reinstatements and annual aggregate limits:
All NBCR losses are excluded regardless of whether or not they are certified under TRIPRA. For non-NBCR losses, the treaty distinguishes between acts committed on behalf of foreign persons or foreign interests ("Foreign Terrorism") and those that are not. The treaty provides annual aggregate limits for Foreign Terrorism (other than NBCR) acts of $24 million for the first layer and $60 million for the second layer. Non-certified terrorism losses (other than NBCR) are subject to the normal limits under the treaty.
As part of the acquisition of MUSIC we entered into several reinsurance agreements that together provide protection for losses on policies written prior to the acquisition and any development on reserves established by MUSIC as of the date of acquisition. The reinsurance recoverables under these treaties are 100% collateralized.
We have other reinsurance treaties that we do not consider core to our reinsurance program for our Standard Commercial Lines, such as our Surety and Fidelity Excess of Loss Reinsurance Treaty, National Workers Compensation Reinsurance Pool, which covers business assumed from the involuntary workers compensation pool, and our Equipment Breakdown Coverage Reinsurance Treaty. In addition, we have Property and Casualty Excess of Loss Reinsurance Treaties and a Property Catastrophe Excess of Loss Reinsurance Treaty providing coverage for our E&S Lines.
The increase in our investment portfolio in 2014 was driven primarily by: (i) cash flows provided by operating activities of $232.8 million, which resulted in investable cash flows of $185.7 million; and (ii) an increase in pre-tax unrealized gains of $44.4 million. These gains were driven by increases in the market value of our fixed income securities portfolio as interest rates decreased during 2014.
During 2014, interest rates on the 10-year U.S. Treasury Note fell by 86 basis points. The low interest rate environment
This is a change from the segments that we have previously reported of Standard Insurance Operations, E&S Insurance Operations, and Investments. All prior year information contained in this Form 10-K has been restated to reflect our revised segments. For qualitative information behind the change, see Note 11. "Segment Information" below.
Fixed income securities may include bonds, redeemable preferred stocks, mortgage-backed securities (“MBS”) and asset-backed securities (“ABS”). Fixed income securities classified as available-for-sale (“AFS”) are reported at fair value. Those fixed income securities that we have the ability and positive intent to hold to maturity are classified as held-to-maturity (“HTM”) and are carried at either: (i) amortized cost; or (ii) market value at the date of transfer into the HTM category, adjusted for subsequent amortization. The amortized cost of fixed income securities is adjusted for the amortization of premiums and the accretion of discounts over the expected life of the security using the effective yield method. Premiums and discounts arising from the purchase of MBS are amortized over the expected life of the security based on future principal payments, and considering prepayments. These prepayments are estimated based on historical and projected cash flows. Prepayment assumptions are reviewed quarterly and adjusted to reflect actual prepayments and changes in expectations. Future amortization of any premium and/or discount is adjusted to reflect the revised assumptions. Interest income, as well as amortization and accretion, is included in "Net investment income earned" on our Consolidated Statements of Income. The amortized cost of fixed income securities is written down to fair value when a decline in value is considered to be other than temporary. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Unrealized gains and losses on fixed income securities classified as AFS, net of tax, are included in accumulated other comprehensive income (loss) ("AOCI").
When the fair value of any investment is lower than its cost/amortized cost, an assessment is made to determine if the decline is other than temporary. We regularly review our entire investment portfolio for declines in fair value. If we believe that a decline in the value of an AFS security is temporary, we record the decline as an unrealized loss in AOCI. Temporary declines in the value of an HTM security are not recognized in the Financial Statements. Our assessment of a decline in fair value includes judgment as to the financial position and future prospects of the entity that issued the investment security, as well as a review of the security’s underlying collateral for fixed income investments. Broad changes in the overall market or interest rate environment generally will not lead to a write-down.
In making our assessment, we perform a DCF to determine the present value of future cash flows to be generated by the underlying collateral of the security. Any shortfall in the expected present value of the future cash flows, based on the DCF, from the amortized cost basis of a security is considered a “credit impairment,” with the remaining decline in fair value of a security considered as a “non-credit impairment.” As mentioned above, credit impairments are charged to earnings as a component of realized losses, while non-credit impairments are recorded to Other Comprehensive Income ("OCI") as a component of unrealized losses.
If applicable, we use a loan loss severity assumption in our DCF that is applied at the loan level of the collateral pool. The loan loss severity assumptions represent the estimated percentage loss on the loan-to-value exposure for a particular security. For CMBS, the loan loss severities applied are based on property type. Losses generated from the evaluations are then applied to the entire underlying deal structure in accordance with the original service agreements.
For valuations of a large portion of our equity securities portfolio, as well as U.S. Treasury Notes held in our fixed income securities portfolio, we receive prices from an independent pricing service that are based on observable market transactions. We validate these prices against a second external pricing service, and if established market value comparison thresholds are breached, further analysis is performed, in conjunction with our external investment managers, to determine the price to be used. These securities are classified as Level 1 in the fair value hierarchy.
The fair value of the 5.875% Senior Notes due February 9, 2043 is based on quoted market prices.
The fair values of the 7.25% Senior Notes due November 15, 2034 and the 6.70% Senior Notes due November 1, 2035 are based on matrix pricing models prepared by external pricing services.
Accounting guidance requires a premium deficiency analysis to be performed at the level an entity acquires, services, and measures the profitability of its insurance contracts. We currently perform three premium deficiency analyses for our insurance segments, consistent with our segments of Standard Commercial Lines, Standard Personal Lines, and E&S Lines. This is a change from the insurance segments that we have previously reported. For qualitative information behind the change, see Note 11. "Segment Information" below.
There were no premium deficiencies for any of the reported years, as the sum of the anticipated losses and loss expenses, unamortized acquisition costs, policyholder dividends, and other expenses for Standard Commercial Lines, Standard Personal Lines, and E&S Lines did not exceed the related unearned premium and anticipated investment income. The investment yields assumed in the premium deficiency assessment for each reporting period, which are based on our actual average investment yield before tax as of the September 30 calculation date were 3.0% for both 2014 and 2013, and 3.1% for 2012. Deferred policy acquisition costs amortized to expense were $364.3 million for 2014, $331.8 million for 2013, and $298.5 million for 2012.
Reserves for losses and loss expenses are comprised of both case reserves and reserves for claims incurred but not yet reported ("IBNR"). Case reserves result from claims that have been reported to one or more of our ten insurance subsidiaries, which are collectively referred to as the "Insurance Subsidiaries," and are estimated for the amount of ultimate payment. IBNR reserves are established based on generally accepted actuarial techniques. Such techniques assume that past experience, adjusted for the effects of current developments and anticipated trends, are an appropriate basis for predicting future events. In applying generally accepted actuarial techniques, we consider a range of possible loss and loss expense reserves in establishing IBNR.
The internal assumptions we consider in the estimation of the IBNR amounts for both asbestos and environmental and non-environmental reserves at our reporting dates are based on: (i) an analysis of both paid and incurred loss and loss expense development trends; (ii) an analysis of both paid and incurred claim count development trends; (iii) the exposure estimates for reported claims; (iv) recent development on exposure estimates with respect to individual large claims and the aggregate of all claims; (v) the rate at which new asbestos and environmental claims are being reported; and (vi) patterns of events observed by claims personnel or reported to them by defense counsel. External factors we monitor for the estimation of IBNR for both asbestos and environmental and non-environmental IBNR reserves include: (i) legislative enactments; (ii) judicial decisions; (iii) legal developments in the determination of liability and the imposition of damages; and (iv) trends in general economic conditions, including the effects of inflation. Adjustments to IBNR are made periodically to take into account changes in the volume of business written, claims frequency and severity, the mix of business, claims processing, and other items that management expects to affect our reserves for losses and loss expenses over time.
By using both individual estimates of reported claims and generally accepted actuarial reserving techniques, we estimate the ultimate net liability for losses and loss expenses. While the ultimate actual liability may be higher or lower than reserves established, we believe the reserves make a reasonable provision, in the aggregate, for all unpaid losses and loss expenses incurred. Any changes in the liability estimate may be material to the results of operations in future periods. We do not discount to present value that portion of our losses and loss expense reserves expected to be paid in future periods; however, our loss and loss expense reserves include anticipated recoveries for salvage and subrogation claims.
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"), which adds new disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). ASU 2013-02 requires entities to disclose additional information about reclassification adjustments, including: (i) changes in AOCI balances by component; and (ii) significant items reclassified out of AOCI. Prospective application of ASU 2013-02 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. We have included the disclosures required by ASU 2013-02 in the notes to our Financial Statements, as appropriate.
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) ("ASU 2013-11"). ASU 2013-11 applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. An unrecognized tax benefit is the difference between a tax position taken or expected to be taken in a tax return and the benefit that is more likely than not sustainable under examination. Under ASU 2013-11, an entity must net an unrecognized tax benefit, or a portion of an unrecognized tax benefit, against deferred tax assets for a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward except when:
In January 2014, the FASB issued ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects ("ASU 2014-01"). ASU 2014-01 applies to all reporting entities that invest in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for a low-income housing tax credit. ASU 2014-01 permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using a newly defined "proportional amortization method" if certain conditions are met. This policy election is required to be applied consistently to all qualifying investments, rather than a decision to be applied to individual investments. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as components of income tax expense (benefit). When a company does not make a policy election to account for investments in qualified affordable housing projects using the proportional amortization method, these investments are required to be accounted for as an equity method investment or a cost method investment. ASU 2014-01 is effective for public business entities for annual periods and interim periods within those annual periods, beginning after December 15, 2014, with early adoption being permitted. During the third quarter of 2014, we adopted this guidance and have made a policy election to use the proportional amortization method. The adoption of this guidance did not materially impact our financial condition or results of operation.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is the case when an employee is eligible to retire or otherwise terminate employment before the end of the period in which a performance target could be achieved and still be eligible to vest in the award if and when the performance target is achieved. ASU 2014-12 is intended to resolve the diverse accounting treatment of these types of awards in practice. Many reporting entities were accounting for these types of performance targets as non-vesting conditions that affect the grant-date fair value of the award while other entities treated these performance targets as performance conditions that do not affect the grant-date fair value of the award. ASU 2014-12 clarifies that these types of performance targets should be treated as performance conditions that do not impact the grant-date fair value of the award. This guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The implementation of ASU 2014-12 will not affect us, as we are currently recording expense consistent with the requirements of this accounting update.
Included in "Other assets" on the Consolidated Balance Sheet was $6.0 million at December 31, 2014 and $7.3 million at December 31, 2013 of cash received from the National Flood Insurance Program ("NFIP") which is restricted to pay flood claims under the Write Your Own ("WYO") program.
(a) Net unrealized gains on investments included in OCI by asset class were as follows for the years ended December 31, 2014, 2013, and 2012:
1 CMBS includes government guaranteed agency securities with a fair value of $13.2 million at December 31, 2014 and $30.0 million at December 31, 2013.
2 RMBS includes government guaranteed agency securities with a fair value of $32.4 million at December 31, 2014 and $55.2 million at December 31, 2013.
At December 31, 2014, we had 350 securities in an aggregate unrealized/unrecognized loss position of $10.6 million, compared to 557 securities in an aggregate unrealized/unrecognized loss position of $52.0 million at December 31, 2013. This improvement was mainly driven by a lower interest rate environment. Fixed income security pricing in the marketplace has improved reflecting the 86 basis point decrease in the 10-year U.S. Treasury Note during 2014. At December 31, 2014, $8.2 million of the aggregate unrealized/unrecognized losses related to securities that have been in a loss position for more than 12 months, while at December 31, 2013, these losses amounted to $2.9 million. Included in the $8.2 million was one security that experienced a rating downgrade during 2014. The impairment severity on this security deteriorated from 9% at December 31, 2013 to 13%, or $1.1 million, at December 31, 2014. Given the close proximity of amortized cost and market value, we have concluded that this security is not other-than-temporarily impaired. Excluding this one security, the nature of the unrealized/unrecognized losses over 12 months is interest-rate related as opposed to credit-related concerns, as evidenced by the fact that the severity of impairment on these securities improved from an average of 6% of amortized cost at December 31, 2013 to an average of 2% of amortized cost at December 31, 2014.
For a discussion regarding the sensitivity of interest rate movements and the related impacts on the fixed income securities portfolio, refer to Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-K.
Listed below are HTM fixed income securities at December 31, 2014:
This strategy makes private equity investments, primarily in established large and middle market companies across diverse industries globally.
This strategy invests primarily in cash flow generating assets in the coal, natural gas, power generation, and electric and gas transmission and distribution industries.
In general, these investments are venture capital investments made principally by investing in equity securities of privately held corporations, for long-term capital appreciation. This strategy makes private equity investments in growth equity and buyout partnerships.
Our seven alternative investment strategies employ low or moderate levels of leverage and generally use hedging only to reduce foreign exchange or interest rate volatility. At this time, our alternative investment strategies do not include hedge funds. We cannot redeem our investments with the general partners of these investments; however, occasionally these partnerships can be traded on the secondary market. Once liquidation is triggered by clauses within the limited partnership agreements or at the funds’ stated end date, we will receive our final allocation of capital and any earned appreciation of the underlying investments, assuming we have not divested ourselves of our partnership interests prior to that time. We currently receive distributions from these alternative investments through the realization of the underlying investments in the limited partnerships. We anticipate that the general partners of these alternative investments will liquidate their underlying investment portfolios through 2028.
The following table summarizes the market value of these securities at December 31, 2014:
The majority of the OTTI charges in 2014, 2013, and 2012 were comprised of charges on our equity portfolio. In 2014, $9.0 million related to securities for which we had the intent to sell in relation to a change in our high-dividend yield strategy. In 2013, $2.0 million related to securities that we did not believe would recover in the near term and $1.7 million related to securities for which we had the intent to sell. Contributing to the OTTI charges in 2013 were $1.8 million of charges that relate to an investment in a limited liability company within our other investments portfolio that has sustained significant losses for which we do not anticipate recovery. In 2012, $1.0 million related to securities that we did not believe would recover in the near term and $2.2 million related to securities for which we had the intent to sell.
Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold. Proceeds from the sale of AFS securities were $259.0 million in 2014, $135.9 million in 2013, and $205.3 million in 2012. Net realized gains in 2014, 2013, and 2012, excluding OTTI charges, were driven by the sale of AFS equity securities due to the rebalancing of our high-dividend yield strategy holdings within our equity portfolio. In addition, $9.2 million of the 2014 gains on our equity portfolio related to a change in our strategy for this portfolio.
As of December 31, 2014, we had 13.3 million shares reserved for various stock compensation and purchase plans, retirement plans, and dividend reinvestment plans. As a convenience to our employees and directors, we repurchase the Parent’s stock from time-to-time as permitted under our stock-based compensation plans. The Parent has not had an authorized stock repurchase program since 2009. The following table provides information regarding the purchase of the Parent’s common stock during the 2012 through 2014 reporting periods:
(c) The balances of, and changes in, each component of AOCI (net of taxes) as of December 31, 2014 and 2013 were as follows:
For discussion regarding the fair value techniques of our financial instruments, refer to Note 2. "Summary of Significant Accounting Policies" in this Form 10-K.
There were no changes in the fair value of securities measured using Level 3 prices during 2014. The following
1 Amounts are reported in “Unrealized holding gains (losses) arising during period” on the Consolidated Statements of Comprehensive Income.
Equity securities with a fair value of $2.9 million were measured using Level 3 inputs at December 31, 2014 and at
December 31, 2013. An equity security with a fair value of $4.6 million was transferred out of Level 3 during 2013 due to the availability of Level 2 pricing at the date of transfer. This security was subsequently sold for an amount that approximated the value at the transfer date. In addition, the receivable related to the sale of Selective HR was settled during 2013 and as a result was transferred out of Level 3.
Under our reinsurance arrangements, which are prospective in nature, reinsurance premiums ceded are recorded as prepaid reinsurance and amortized over the remaining contract period in proportion to the reinsurance protection provided, or recorded periodically, as per the terms of the contract, in a direct relationship to the gross premium recording. Reinsurance recoveries are recognized as gross losses are incurred.
The following table contains a listing of direct, assumed, and ceded reinsurance amounts for premiums written, premiums earned, and losses and loss expenses incurred:
In 2014, we experienced overall favorable loss development of approximately $59.3 million, compared to $25.5 million in both 2013 and 2012. The following table summarizes the prior year development by line of business:
In 2009, the Indiana Subsidiaries borrowed $13 million in the aggregate from the FHLBI. The unpaid principal amount accrues interest of 2.9%, which was paid on the 15th of every month. These funds were loaned to the Parent to be used for general corporate purposes. The principal amount was paid in full on December 15, 2014.
In January 2015, the Indiana Subsidiaries borrowed $15 million in the aggregate from the FHLBI for general corporate purposes. The unpaid principal amount accrues interest of 0.63%, which is paid on the 15th of every month. The principal amount is due on July 22, 2016.
The Line of Credit agreement contains representations, warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under which we are obligated to maintain a minimum consolidated net worth, minimum combined statutory surplus, and maximum ratio of consolidated debt to total capitalization, and covenants limiting our ability to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make investments and acquisitions; and (v) engage in transactions with affiliates. The Line of Credit permits collateralized borrowings by the Indiana Subsidiaries from the FHLBI so long as the aggregate amount borrowed does not exceed 10% of the respective Indiana Subsidiary’s admitted assets from the preceding calendar year.
We implemented changes related to our field model as we realigned the responsibilities of certain management positions and their related field employees. This realignment included redeploying certain field employees to focus solely on Standard Personal Lines marketing, instead of sharing responsibilities between both Standard Personal Lines and Standard Commercial Lines business. Our Agency Management Specialists continue to be a central focus of our field model, with responsibility for managing the growth and profitability of their territories and underwriting new Standard Commercial Lines accounts.
We remain an account underwriter within Standard Commercial Lines and Standard Personal Lines, as evidenced by the fact that we do not actively market certain mono-line business, such as workers compensation and homeowners coverages.
Our E&S Lines remain a separate segment as their customers and distribution channel have different characteristics than that of our Standard Commercial Lines and Standard Personal Lines. In addition, our Investment segment continues to be managed separately and distinctly from our insurance segments, therefore it continues to meet the definition of a segment for us.
The disaggregated results of our four segments are used by senior management to manage our operations. These segments are evaluated as follows:
Standard Commercial Lines, Standard Personal Lines, and our E&S Lines are evaluated based on statutory underwriting results (net premiums earned, incurred losses and loss expenses, policyholders dividends, policy acquisition costs, and other underwriting expenses), and statutory combined ratios; and
In the fourth quarter of 2009, we sold 100% of our interest in Selective HR for proceeds to be received over a 10-year period. These proceeds were based on the ability of the purchaser to retain and generate new worksite lives though the independent agents who distribute the products. In 2013, we settled the remaining receivable for an aggregate of $1.0 million, which was received in two installments during the second quarter of 2013, in full and final settlement of the contingent purchase price. An impairment of $1.5 million, pre tax, was recorded in the first quarter of 2013 and is included in "Loss on disposal of discontinued operations, net of tax" in the Consolidated Statements of Income.
As of December 31, 2014, we had federal tax net operating loss carryforwards (“NOL”) of $6.1 million. These NOLs, which are subject to an annual limitation of $1.9 million, will expire between 2029 and 2031 as follows:
Stockholders' equity reflects tax benefits related to compensation expense deductions for share-based compensation awards of $20.2 million at December 31, 2014, $19.2 million at December 31, 2013, and $17.7 million at December 31, 2012.
In addition to the deferrals elected by the Participants, SICA may choose to make matching contributions to the deferral accounts of some or all Participants to the extent a Participant did not receive the maximum matching or non-elective contributions permissible under the Retirement Savings Plan due to limitations under the Internal Revenue Code or the Retirement Savings Plan. SICA may also choose at any time to make discretionary contributions to the deferral account of any Participant in our sole discretion. No discretionary contributions were made in 2014, 2013, or 2012. SICA contributed $0.2 million in both 2014 and 2013, and a nominal amount in 2012 to the Deferred Compensation Plan.
The Retirement Income Plan was previously amended as of July 1, 2002 to provide for different calculations based on service with SICA as of that date. Monthly benefits payable under the Retirement Income Plan at normal retirement age are computed under the terms of those calculations. The earliest retirement age is age 55 with 10 years of service or the attainment of 70 points (age plus years of service). If a participant chooses to begin receiving benefits before their 65th birthday, the amount of the participant's monthly benefit would be reduced in accordance with the provisions of the plan. At retirement, participants receive monthly pension payments and may choose among five payment options, including joint and survivor options.
The funded status of the Retirement Income Plan and Retirement Life Plan was recognized in the Consolidated Balance Sheets for 2014 and 2013, the details of which are as follows:
The estimated net actuarial loss for the Retirement Income Plan and Retirement Life Plan that will be amortized from AOCI into net periodic benefit cost during the 2015 fiscal year are $6.8 million and $0.1 million, respectively.
Our latest measurement date was December 31, 2014 and we lowered our expected return on plan assets to 6.27%, reflecting the lower interest rate environment, coupled with our investment strategy to closer match the duration of the assets and liabilities of the Retirement Income Plan. Our expected return is within a reasonable range considering the lower interest rate environment, as well as our actual 8.3% annualized return achieved since plan inception for all plan assets.
Our 2014 mortality assumption used to value the liability was based on RP-2014, which is the mortality table that was approved by the Society of Actuaries in the fourth quarter of 2014.
Assets of the Retirement Income Plan are invested to ensure that principal is preserved and enhanced over time. In addition, the Retirement Income Plan is expected to perform above average relative to comparable funds without assuming undue risk, and to add value through active management. Our return objective is to exceed the returns of the plan's policy benchmark, which is the return the plan would have earned if the assets were invested according to the target asset class weightings and earned index returns. The Retirement Income Plan's exposure to a concentration of credit risk is limited by the diversification of investments across varied financial instruments, including common stocks, mutual funds, non-publicly traded stocks, investments in limited partnerships, fixed income securities, and short-term investments. Allocations to these instruments may vary from time to time. In 2015, we will continue to phase in adjustments to the asset allocation of the Retirement Income Plan
The plan’s target ranges, as well as the actual weighted average asset allocation by asset class, at December 31 were as follows:
The fair value of our Retirement Income Plan investments is generated using various valuation techniques. We follow the methodology discussed in Note 2. “Summary of Significant Accounting Policies,” regarding pricing and valuation techniques, as well as the fair value hierarchy, for equity and fixed income securities and short-term investments held in the Retirement Income Plan.
The Parent's 2014 Omnibus Stock Plan ("Stock Plan") was approved effective as of May 1, 2014 by stockholders on April 23, 2014. Under the Stock Plan, the Parent's Board of Directors' Salary and Employee Benefits Committee ("SEBC") may grant qualified and nonqualified stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), stock grants, and other awards valued in whole or in part by reference to the Parent's common stock, in such amounts and with such terms and conditions as it shall determine, subject to the provisions of the Stock Plan. Each award granted under the Stock Plan (except unconditional stock grants and stock grants issued under the Parent's Non-Employee Directors' Compensation and Deferral Plan, as amended and restated effective as of May 1, 2014) shall be evidenced by an agreement containing such restrictions as the SEBC may, in its sole discretion, deem necessary or desirable and which are not in conflict with the terms of the Stock Plan. The maximum exercise period for an option grant under this plan is 10 years from the date of the grant. During 2014, we granted 4,023 RSUs and had no forfeitures under the Stock Plan. No options to purchase common stock were granted in 2014 under the Stock Plan. As of December 31, 2014, 3,500,000 shares of the Parent's common stock were authorized under the Stock Plan and 3,491,894 shares remained available for issuance under the Stock Plan.
The Parent's 2005 Omnibus Stock Plan was approved effective as of April 1, 2005 by stockholders on April 27, 2005, and was amended and restated effective as of May 1, 2010 on April 28, 2010 ("2005 Stock Plan"). With the approval of the 2014 Stock Plan, no further grants are available under the 2005 Stock Plan, although awards outstanding under the 2005 Stock Plan continue in effect according to the terms thereof and any applicable award agreements. In addition, with the 2005 Stock Plan's approval, no further grants were available under the: (i) Parent's Stock Option Plan III, as amended ("Stock Option Plan III"); (ii) Parent's Stock Option Plan for Directors, as amended ("Stock Option Plan for Directors"); or (iii) Parent's Stock Compensation Plan for Non-employee Directors, as amended ("Stock Compensation Plan for Non-employee Directors"), but awards outstanding under these plans continue in effect according to the terms of those plans and any applicable award agreements.
Under the 2005 Stock Plan, the SEBC could grant stock options, SARs, restricted stock, RSUs, phantom stock, stock bonuses, and other awards in such amounts and with such terms and conditions as it determined, subject to the provisions of the 2005 Stock Plan. Each award granted under the 2005 Stock Plan (except unconditional stock grants and the cash component of Director compensation) was evidenced by an agreement containing such restrictions as the SEBC, in its sole discretion, deemed necessary or desirable and which were not in conflict with the terms of the 2005 Stock Plan. The maximum exercise period for an option granted under this plan was 10 years from the date of the grant.
We granted, net of forfeitures, 354,357 RSUs in 2014, 376,163 RSUs in 2013, and 326,213 RSUs in 2012 under the 2005 Stock Plan. No options to purchase common stock were granted in 2014, 2013, or 2012. As of December 31, 2014, 3,035,652 shares of the Parent's common stock were in the reserve for the 2005 Stock Plan.
During the vesting period, DEUs are earned on RSUs. The DEUs are reinvested in the Parent's common stock at fair value on each dividend payment date. We accrued DEUs equivalent to 24,010 shares of the Parent's common stock in 2014, 23,505 shares in 2013, and 32,558 shares in 2012. In addition, 30,991 shares of the Parent's common stock were issued pursuant to vested DEUs in 2014, 39,296 shares were issued pursuant to vested DEUs in 2013, and 48,224 shares were issued pursuant to vested DEUs in 2012. The DEUs are subject to the same vesting period and conditions set forth in the award agreements for the related RSUs.
As of December 31, 2014, there were 223,440 shares of the Parent's common stock in the reserve for Stock Option Plan III, under which future grants ceased being available with the approval of the 2005 Stock Plan. Under Stock Option Plan III, employees were granted qualified and nonqualified stock options, with or without SARs, and restricted or unrestricted stock: (i) at not less than fair value on the date of grant, and (ii) subject to certain vesting restrictions determined by the SEBC. Restricted stock awards could be subject to achievement of performance objectives as determined by the SEBC. The maximum exercise period for an option grant under this plan was 10 years from the date of the grant.
As of December 31, 2014, 36,000 shares of the Parent's common stock remained in the reserve for the Stock Option Plan for Directors, under which future grants ceased being available with the approval of the 2005 Stock Plan. Non-employee directors participated in this plan and automatically received an annual nonqualified option to purchase 6,000 shares of the Parent's common stock at not less than fair value on the date of grant, which is typically on March 1. Options under this plan vested on the first anniversary of the grant and must be exercised by the tenth anniversary of the grant.
As of December 31, 2014, there were 94,290 shares of the Parent's common stock available for issuance pursuant to outstanding stock option awards under the Stock Compensation Plan for Non-employee Directors, under which future grants ceased being available with the approval of the 2005 Stock Plan. Under the Stock Compensation Plan for Non-employee Directors, directors could elect to receive a portion of their annual compensation in shares of the Parent's common stock. There were no issuances under this plan in 2014, 2013, and 2012.
On April 29, 2009, the Parent’s stockholders approved the Parent’s Employee Stock Purchase Plan (2009) (“ESPP”). This plan replaced the previous employee stock purchase savings plan under which no further purchases could be made as of July 1, 2009. Under the ESPP, there were 1,500,000 shares of the Parent's common stock authorized and 764,098 shares available for purchase as of December 31, 2014. The ESPP is available to all employees who meet the plan's eligibility requirements. The ESPP provides for the issuance of options to purchase shares of common stock. The purchase price is the lower of: (i) 85% of the closing market price at the time the option is granted; or (ii) 85% of the closing price at the time the option is exercised. Shares are generally issued on June 30 and December 31 of each year. Under the ESPP, we issued 106,832 shares to employees during 2014, 122,951 shares during 2013, and 129,081 shares during 2012.
At December 31, 2014, the liability recorded in connection with our Cash Incentive Plan was $21.9 million. The fair value of the liability is re-measured at each reporting period through the settlement date of the awards, which is three years from the date of grant based on an amount expected to be paid. A Monte Carlo simulation is performed to approximate the projected fair value of the cash incentive units that, in accordance with the Cash Incentive Plan, is adjusted to reflect our performance on specified indicators as compared to targeted peer companies. The remaining cost associated with the cash incentive units is expected to be recognized over a weighted average period of 1.1 years. The cash incentive unit payments made were $9.0 million in 2014, $4.7 million in 2013, and $3.0 million in 2012.
Rue Insurance placed insurance policies with the Insurance Subsidiaries. DPW associated with these policies were $9.0 million in 2014, $8.2 million in 2013, and $7.7 million in 2012. In return, the Insurance Subsidiaries paid standard market commissions to Rue Insurance of $1.6 million in 2014, $1.3 million in 2013, and $1.3 million in 2012 including supplemental commissions.
(b) We have various operating leases for office space and equipment. Such lease agreements, which expire at various times, are generally renewed or replaced by similar leases. Rental expense under these leases amounted to $15.6 million in 2014, $13.2 million in 2013, and $13.1 million in 2012. We also lease computer hardware and software under capital lease agreements expiring at various dates through 2019. See Note 2(p) for information on our accounting policy regarding leases.
The Insurance Subsidiaries are required to maintain certain minimum amounts of statutory surplus to satisfy the requirements of their various state insurance departments of domicile. RBC requirements for property and casualty insurance companies are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for policyholders. The Insurance Subsidiaries combined total adjusted capital exceeded the authorized control level RBC, as defined by the NAIC, by 4.5:1 based on their 2014 statutory financial statements. The negative unassigned surplus balance for MUSIC existed prior to our acquisition of this company in 2011. This company has not generated sufficient net income since our purchase to offset the existing negative surplus. In addition to statutory capital requirements, we are impacted by various rating agency requirements related to certain rating levels. These required capital levels may be more than statutory requirements.
The Parent pays dividends to stockholders from funds available at the holding company level. As of December 31, 2014, the Parent had an aggregate of $83.0 million in investments and cash available to fund future dividends and interest payments. These amounts are not subject to any regulatory restrictions other than standard state insolvency restrictions, whereas our consolidated retained earnings of $1.3 billion is predominately restricted due to the regulation associated with our Insurance Subsidiaries. In 2015, the Insurance Subsidiaries have the ability to provide for $162.0 million in annual dividends to the Parent; however, as regulated entities, these dividends are subject to certain restrictions as is further discussed below. The Parent also has available to it other potential sources of liquidity, such as: (i) borrowings from our Indiana-domiciled Insurance Subsidiaries; (ii) debt issuances; (iii) common stock issuances; and (iv) borrowings under our Line of Credit. Borrowings from SICSE and SICSC are governed by approved intercompany lending agreements with the Parent that provide for additional capacity of $46.4 million as of December 31, 2014, after considering that borrowings under these lending agreements are restricted to 10% of the admitted assets of these respective subsidiaries. For additional restrictions on the Parent's debt, see Note 10. "Indebtedness" in this Form 10-K.
Based on the 2014 statutory financial statements, the maximum ordinary dividends that can be paid to the Parent by the Insurance Subsidiaries in 2015 are as follows:
2 These ranges of high and low prices of the Parent’s common stock, as reported by the NASDAQ Global Select Market, represent actual transactions. Price quotations do not include retail markups, markdowns, and commissions. The range of high and low prices for common stock for the period beginning January 2, 2015 and ending February 13, 2015 was $25.49 to $28.08.