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Watchlist
Account
Selective Insurance
SIGI
#3193
Rank
A$6.84 B
Marketcap
๐บ๐ธ
United States
Country
A$113.96
Share price
-0.46%
Change (1 day)
-17.34%
Change (1 year)
๐ฆ Insurance
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Annual Reports (10-K)
Selective Insurance
Quarterly Reports (10-Q)
Financial Year FY2016 Q1
Selective Insurance - 10-Q quarterly report FY2016 Q1
Text size:
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:
March 31, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________________________to_____________________________
Commission File Number: 001-33067
SELECTIVE INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
22-2168890
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
40 Wantage Avenue
Branchville, New Jersey
07890
(Address of Principal Executive Offices)
(Zip Code)
(973) 948-3000
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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.
Yes
x
No
o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
(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). Yes
o
No
x
As of
April 15, 2016
, there were
57,644,481
shares of common stock, par value $2.00 per share, outstanding.
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015
1
Unaudited Consolidated Statements of Income for the Quarter Ended March 31, 2016 and 2015
2
Unaudited Consolidated Statements of Comprehensive Income for the Quarter Ended March 31, 2016 and 2015
3
Unaudited Consolidated Statements of Stockholders' Equity for the Quarter Ended March 31, 2016 and 2015
4
Unaudited Consolidated Statements of Cash Flow for the Quarter Ended March 31, 2016 and 2015
5
Notes to Unaudited Interim Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
22
Introduction
22
Critical Accounting Policies and Estimates
23
Financial Highlights of Results for First Quarter 2016 and First Quarter 2015
23
Results of Operations and Related Information by Segment
26
Federal Income Taxes
32
Financial Condition, Liquidity, Short-term Borrowings, and Capital Resources
32
Ratings
35
Off-Balance Sheet Arrangements
35
Contractual Obligations, Contingent Liabilities, and Commitments
36
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
36
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
36
Item 1A.
Risk Factors
37
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 5.
Other Information
37
Item 6.
Exhibits
38
Signatures
38
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SELECTIVE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
Unaudited
($ in thousands, except share amounts)
March 31,
2016
December 31,
2015
ASSETS
Investments:
Fixed income securities, held-to-maturity – at carrying value (fair value: $171,259 – 2016; $209,544 – 2015)
$
163,573
201,354
Fixed income securities, available-for-sale – at fair value (amortized cost: $4,484,719 – 2016; $4,352,514 – 2015)
4,600,468
4,408,203
Equity securities, available-for-sale – at fair value (cost: $194,178 – 2016; $193,816 – 2015)
215,789
207,051
Short-term investments (at cost which approximates fair value)
103,132
194,819
Other investments
80,916
77,842
Total investments (Note 4)
5,163,878
5,089,269
Cash
683
898
Interest and dividends due or accrued
37,959
38,501
Premiums receivable, net of allowance for uncollectible accounts of: $4,063 – 2016; $4,422 – 2015
654,344
615,164
Reinsurance recoverables, net of allowance for uncollectible accounts of: $6,000 – 2016; $5,700 – 2015
577,346
561,968
Prepaid reinsurance premiums
137,655
140,889
Deferred federal income tax
67,479
92,696
Property and equipment – at cost, net of accumulated depreciation and amortization of:
$192,675 – 2016; $188,548 – 2015
65,164
65,701
Deferred policy acquisition costs
220,948
213,159
Goodwill
7,849
7,849
Other assets
89,187
78,339
Total assets
$
7,022,492
6,904,433
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Reserve for loss and loss expenses
$
3,575,496
3,517,728
Unearned premiums
1,209,377
1,169,710
Short-term debt
60,000
60,000
Long-term debt
328,313
328,192
Current federal income tax
11,979
7,442
Accrued salaries and benefits
140,221
167,336
Other liabilities
221,141
255,984
Total liabilities
$
5,546,527
5,506,392
Stockholders’ Equity:
Preferred stock of $0 par value per share:
$
—
—
Authorized shares 5,000,000; no shares issued or outstanding
Common stock of $2 par value per share:
Authorized shares 360,000,000
Issued: 101,258,870 – 2016; 100,861,372 – 2015
202,518
201,723
Additional paid-in capital
333,965
326,656
Retained earnings
1,474,435
1,446,192
Accumulated other comprehensive income (loss) (Note 10)
35,997
(9,425
)
Treasury stock – at cost
(shares: 43,622,892 – 2016; 43,500,642 – 2015)
(570,950
)
(567,105
)
Total stockholders’ equity
$
1,475,965
1,398,041
Commitments and contingencies
Total liabilities and stockholders’ equity
$
7,022,492
6,904,433
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
1
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Quarter ended March 31,
($ in thousands, except per share amounts)
2016
2015
Revenues:
Net premiums earned
$
522,458
476,123
Net investment income earned
30,769
26,917
Net realized (losses) gains:
Net realized investment gains
889
20,977
Other-than-temporary impairments
(3,593
)
(2,094
)
Total net realized (losses) gains
(2,704
)
18,883
Other income
951
1,969
Total revenues
551,474
523,892
Expenses:
Loss and loss expense incurred
297,144
284,999
Policy acquisition costs
183,227
164,723
Interest expense
5,606
5,604
Other expenses
13,622
12,276
Total expenses
499,599
467,602
Income before federal income tax
51,875
56,290
Federal income tax expense:
Current
14,084
12,254
Deferred
759
4,328
Total federal income tax expense
14,843
16,582
Net income
$
37,032
39,708
Earnings per share:
Basic net income
$
0.64
0.70
Diluted net income
$
0.63
0.69
Dividends to stockholders
$
0.15
0.14
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
2
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter ended March 31,
($ in thousands)
2016
2015
Net income
$
37,032
39,708
Other comprehensive income, net of tax:
Unrealized gains on investment securities:
Unrealized holding gains arising during period
42,729
15,586
Amount reclassified into net income:
Held-to-maturity securities
(47
)
(170
)
Non-credit other-than-temporary impairments
—
232
Realized losses (gains) on available-for-sale securities
1,754
(12,932
)
Total unrealized gains on investment securities
44,436
2,716
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
986
1,111
Total defined benefit pension and post-retirement plans
986
1,111
Other comprehensive income
45,422
3,827
Comprehensive income
$
82,454
43,535
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
3
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Quarter ended March 31,
($ in thousands)
2016
2015
Common stock:
Beginning of year
$
201,723
199,896
Dividend reinvestment plan (shares: 10,931 – 2016; 13,533 – 2015)
22
27
Stock purchase and compensation plans (shares: 386,567 – 2016; 469,014 – 2015)
773
938
End of period
202,518
200,861
Additional paid-in capital:
Beginning of year
326,656
305,385
Dividend reinvestment plan
351
346
Stock purchase and compensation plans
6,958
7,199
End of period
333,965
312,930
Retained earnings:
Beginning of year
1,446,192
1,313,440
Net income
37,032
39,708
Dividends to stockholders ($0.15 per share – 2016; $0.14 per share – 2015)
(8,789
)
(8,113
)
End of period
1,474,435
1,345,035
Accumulated other comprehensive income:
Beginning of year
(9,425
)
19,788
Other comprehensive income
45,422
3,827
End of period
35,997
23,615
Treasury stock:
Beginning of year
(567,105
)
(562,923
)
Acquisition of treasury stock (shares: 122,250 – 2016; 129,257 – 2015)
(3,845
)
(3,580
)
End of period
(570,950
)
(566,503
)
Total stockholders’ equity
$
1,475,965
1,315,938
Selective Insurance Group, Inc. also has authorized, but not issued,
5,000,000
shares of preferred stock, without par value, of which
300,000
shares have been
designated Series A junior preferred stock, without par value.
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
4
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
Quarter ended March 31,
($ in thousands)
2016
2015
Operating Activities
Net income
$
37,032
39,708
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
14,627
14,041
Stock-based compensation expense
4,377
3,681
Undistributed losses of equity method investments
1,066
3,541
Net realized losses (gains)
2,704
(18,883
)
Changes in assets and liabilities:
Increase in reserve for loss and loss expenses, net of reinsurance recoverables
42,390
44,964
Increase in unearned premiums, net of prepaid reinsurance
42,901
41,966
Decrease in net federal income taxes
5,296
11,034
Increase in premiums receivable
(39,180
)
(38,110
)
Increase in deferred policy acquisition costs
(7,789
)
(6,348
)
Decrease in interest and dividends due or accrued
528
510
Decrease in accrued salaries and benefits
(27,115
)
(16,290
)
Increase in other assets
(10,128
)
(5,578
)
Decrease in other liabilities
(52,902
)
(13,662
)
Net adjustments
(23,225
)
20,866
Net cash provided by operating activities
13,807
60,574
Investing Activities
Purchase of fixed income securities, available-for-sale
(264,828
)
(238,000
)
Purchase of equity securities, available-for-sale
(7,574
)
(150,500
)
Purchase of other investments
(12,723
)
(1,724
)
Purchase of short-term investments
(303,228
)
(333,550
)
Sale of fixed income securities, available-for-sale
12,905
9,305
Sale of short-term investments
394,915
341,146
Redemption and maturities of fixed income securities, held-to-maturity
37,400
20,720
Redemption and maturities of fixed income securities, available-for-sale
130,641
145,661
Sale of equity securities, available-for-sale
4,285
129,052
Distributions from other investments
7,994
5,845
Purchase of property and equipment
(3,439
)
(4,064
)
Net cash used in investing activities
(3,652
)
(76,109
)
Financing Activities
Dividends to stockholders
(8,270
)
(7,591
)
Acquisition of treasury stock
(3,845
)
(3,580
)
Net proceeds from stock purchase and compensation plans
1,478
2,271
Proceeds from borrowings
25,000
15,000
Repayments of borrowings
(25,000
)
—
Excess tax benefits from share-based payment arrangements
1,361
1,398
Repayments of capital lease obligations
(1,094
)
(1,118
)
Net cash (used in) provided by financing activities
(10,370
)
6,380
Net decrease in cash
(215
)
(9,155
)
Cash, beginning of year
898
23,959
Cash, end of period
$
683
14,804
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
5
Table of Contents
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Basis of Presentation
As used herein, the "Company,” “we,” “us,” or “our” refers to Selective Insurance Group, Inc. (the "Parent"), and its subsidiaries, except as expressly indicated or unless the context otherwise requires. Our interim unaudited consolidated financial statements (“Financial Statements”) have been prepared by us in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The preparation of the Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported financial statement balances, as well as the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. All significant intercompany accounts and transactions between the Parent and its subsidiaries are eliminated in consolidation.
Certain amounts in our prior years' Financial Statements and related notes have been reclassified to conform to the 2016 presentation. Such reclassifications had no effect on our net income, stockholders' equity, or cash flows.
Our Financial Statements reflect all adjustments that, in our opinion, are normal, recurring, and necessary for a fair presentation of our results of operations and financial condition. Our Financial Statements cover the
first
quarters ended
March 31, 2016
(“
First Quarter 2016
”) and
March 31, 2015
(“
First Quarter 2015
”) and do not include all of the information and disclosures required by GAAP and the SEC for audited annual financial statements. Results of operations for any interim period are not necessarily indicative of results for a full year. Consequently, our Financial Statements should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2015
(“
2015 Annual Report
”) filed with the SEC.
NOTE 2. Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 requires that performance targets that affect vesting and could be achieved after the requisite service period be treated as performance conditions. The adoption of ASU 2014-12 in First Quarter 2016 did not affect us, as we record expense consistent with the requirements of this accounting update.
In February 2015, the FASB issued ASU 2015-02,
Amendments to the Consolidation Analysis
(“ASU 2015-02”). ASU 2015-02 affects the following areas: (i) limited partnerships and similar legal entities; (ii) the evaluation of fees paid to a decision maker or a service provider as a variable interest; (iii) the effect of fee arrangements on the primary beneficiary determination; (iv) the effect of related parties on the primary beneficiary determination; and (v) certain investment funds. We adopted this guidance in First Quarter 2016. Under the new guidance, our limited partnership and tax credit investments are variable interest entities ("VIEs") however we are not the primary beneficiary of any of these investments. As such, the adoption had no impact on our financial condition or results of operations. The required disclosures related to our VIEs are included in Note 4.“Investments” below.
In April 2015, the FASB issued ASU 2015-05,
Customer's Accounting for Fees Paid in a Cloud Computing Arrangement
(“ASU 2015-05”). ASU 2015-05 provides guidance to customers with cloud computing arrangements that include a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. We adopted this guidance in First Quarter 2016, with prospective application. The impact of this adoption did not have a material effect on our financial condition or results of operations.
In May 2015, the FASB issued ASU 2015-07,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
(“ASU 2015-07”). ASU 2015-07 provides that investments for which the practical expedient is used to measure fair value at net asset value per share ("NAV") must be removed from the fair value hierarchy. Instead, those investments must be included as a reconciling line item so that the total fair value amount of investments in the disclosure is consistent with the amount on the balance sheet. ASU 2015-07 also includes disclosure requirements for investments for which the NAV practical expedient was used to determine fair value. The adoption of this guidance in First Quarter 2016 did not impact our financial condition or results of operations.
6
Table of Contents
Pronouncements to be effective in the future
In August 2014, the FASB issued ASU 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
(“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. As the requirements of this literature are disclosure only, ASU 2014-15 will not impact our financial condition or results of operations.
In May 2015, the FASB issued ASU 2015-09,
Disclosures about Short-Duration Contracts
(“ASU 2015-09”). ASU 2015-09 requires companies that issue short duration contracts to disclose additional information, including: (i) incurred and paid claims development tables; (ii) frequency and severity of claims; and (iii) information about material changes in judgments made in calculating the liability for unpaid claim adjustment expenses, including reasons for the change and the effects on the financial statements. ASU 2015-09 is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016. ASU 2015-09 is to be applied retrospectively by providing comparative disclosures for each period presented, except for those requirements that apply only to the current period. As the requirements of this literature are disclosure only, the application of this guidance will not impact our financial condition or results of operations.
In January 2016, the FASB issued ASU 2016-01
Financial Instruments - Overall (Sub-topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
(“ASU 2016-01”). ASU 2016-01 provides guidance to improve certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance: (i) requires equity investments to be measured at fair value with changes in fair value recognized in earnings; (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost; (iv) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (v) clarifies that the need for a valuation allowance on a deferred tax asset related to an available-for-sale ("AFS") security should be evaluated with other deferred tax assets.
ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early application to financial statements of annual or interim periods that have not yet been issued are permitted as of the beginning of the year of adoption, otherwise early adoption of ASU 2016-01 is not permitted. We are currently evaluating the impact of this guidance on our financial condition and results of operations.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
(“ASU 2016-02”).
ASU 2016-02 requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year, with early adoption permitted. ASU 2016-02 requires the application of a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. While we are currently evaluating ASU 2016-02, we do not expect a material impact on our financial condition or results of operations from the adoption of this guidance.
In March 2016, the FASB issued ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-based Payment Accounting
(“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions including: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; (iii) forfeitures assumptions; and (iv) cash flow classification. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. While we are currently evaluating ASU 2016-09, we do not expect a material impact on our financial condition or results of operations.
7
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NOTE 3. Statements of Cash Flow
Supplemental cash flow information is as follows:
Quarter ended March 31,
($ in thousands)
2016
2015
Cash paid during the period for:
Interest
$
2,904
2,887
Federal income tax
8,000
4,000
Non-cash items:
Exchange of fixed income securities, AFS
9,872
8,586
Corporate actions related to equity securities, AFS
1
—
389
Assets acquired under capital lease arrangements
2,598
2,428
Non-cash purchase of property and equipment
152
—
1
Examples of such corporate actions include non-cash acquisitions and stock splits.
Included in "Other assets" on the Consolidated Balance Sheet was
$13.5 million
at
March 31, 2016
and
$6.0 million
at
March 31, 2015
of cash received from the National Flood Insurance Program ("NFIP"), which is restricted to pay flood claims under the Write Your Own ("WYO") program.
NOTE 4. Investments
(a) Information regarding our held-to-maturity ("HTM") fixed income securities as of
March 31, 2016
and
December 31, 2015
was as follows:
March 31, 2016
($ in thousands)
Amortized
Cost
Net
Unrealized Gains
(Losses)
Carrying
Value
Unrecognized
Holding
Gains
Unrecognized Holding
Losses
Fair
Value
Obligations of states and political subdivisions
$
138,203
674
138,877
5,031
—
143,908
Corporate securities
19,829
(180
)
19,649
2,299
—
21,948
Asset-backed securities (“ABS”)
808
(70
)
738
67
—
805
Commercial mortgage-backed securities (“CMBS”)
4,506
(197
)
4,309
289
—
4,598
Total HTM fixed income securities
$
163,346
227
163,573
7,686
—
171,259
December 31, 2015
($ in thousands)
Amortized
Cost
Net
Unrealized Gains
(Losses)
Carrying
Value
Unrecognized
Holding
Gains
Unrecognized Holding
Losses
Fair
Value
Obligations of states and political subdivisions
$
175,269
848
176,117
5,763
—
181,880
Corporate securities
20,228
(185
)
20,043
1,972
—
22,015
ABS
1,030
(120
)
910
118
—
1,028
CMBS
4,527
(243
)
4,284
337
—
4,621
Total HTM fixed income securities
$
201,054
300
201,354
8,190
—
209,544
Unrecognized holding gains and losses of HTM securities are not reflected in the Financial Statements, as they represent fair value fluctuations from the later of: (i) the date a security is designated as HTM; or (ii) the date that an other-than-temporary impairment (“OTTI”) charge is recognized on an HTM security, through the date of the balance sheet. Our HTM securities had an average duration of
1.6 years
as of
March 31, 2016
.
8
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(b) Information regarding our AFS securities as of
March 31, 2016
and
December 31, 2015
was as follows:
March 31, 2016
($ in thousands)
Cost/
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
AFS fixed income securities:
U.S. government and government agencies
$
97,933
4,686
(1
)
102,618
Foreign government
13,358
384
—
13,742
Obligations of states and political subdivisions
1,375,776
59,673
(134
)
1,435,315
Corporate securities
1,948,423
45,948
(6,415
)
1,987,956
ABS
244,924
1,060
(167
)
245,817
CMBS
249,163
3,938
(209
)
252,892
Residential mortgage-backed
securities (“RMBS”)
555,142
7,851
(865
)
562,128
Total AFS fixed income securities
4,484,719
123,540
(7,791
)
4,600,468
AFS equity securities:
Common stock
181,396
21,548
(325
)
202,619
Preferred stock
12,782
388
—
13,170
Total AFS equity securities
194,178
21,936
(325
)
215,789
Total AFS securities
$
4,678,897
145,476
(8,116
)
4,816,257
December 31, 2015
($ in thousands)
Cost/
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
AFS fixed income securities:
U.S. government and government agencies
$
99,485
4,721
(91
)
104,115
Foreign government
14,885
298
(2
)
15,181
Obligations of states and political subdivisions
1,314,779
44,523
(160
)
1,359,142
Corporate securities
1,892,296
23,407
(15,521
)
1,900,182
ABS
244,541
531
(918
)
244,154
CMBS
245,252
750
(2,410
)
243,592
RMBS
541,276
4,274
(3,713
)
541,837
Total AFS fixed income securities
4,352,514
78,504
(22,815
)
4,408,203
AFS equity securities:
Common stock
181,991
14,796
(1,998
)
194,789
Preferred stock
11,825
477
(40
)
12,262
Total AFS equity securities
193,816
15,273
(2,038
)
207,051
Total AFS securities
$
4,546,330
93,777
(24,853
)
4,615,254
Unrealized gains and losses of AFS securities represent fair value fluctuations from the later of: (i) the date a security is designated as AFS; or (ii) the date that an OTTI charge is recognized on an AFS security, through the date of the balance sheet. These unrealized gains and losses are recorded in Accumulated other comprehensive income (loss) ("AOCI") on the Consolidated Balance Sheets.
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(c) The following tables provide information regarding our AFS securities in a net unrealized/unrecognized loss position at
March 31, 2016
and
December 31, 2015
:
March 31, 2016
Less than 12 months
12 months or longer
($ in thousands)
Fair Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
AFS fixed income securities:
U.S. government and government agencies
$
—
—
400
(1
)
Obligations of states and political subdivisions
25,867
(123
)
820
(11
)
Corporate securities
242,392
(4,315
)
53,418
(2,100
)
ABS
73,110
(147
)
5,900
(20
)
CMBS
24,891
(82
)
27,310
(127
)
RMBS
11,302
(112
)
91,548
(753
)
Total AFS fixed income securities
377,562
(4,779
)
179,396
(3,012
)
AFS equity securities:
Common stock
5,940
(325
)
—
—
Total AFS equity securities
5,940
(325
)
—
—
Total AFS
$
383,502
(5,104
)
179,396
(3,012
)
December 31, 2015
Less than 12 months
12 months or longer
($ in thousands)
Fair
Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
AFS fixed income securities:
U.S. government and government agencies
$
16,006
(87
)
396
(4
)
Foreign government
1,067
(2
)
—
—
Obligations of states and political subdivisions
28,617
(160
)
—
—
Corporate securities
761,479
(12,671
)
50,382
(2,850
)
ABS
197,477
(807
)
12,022
(111
)
CMBS
146,944
(2,196
)
15,385
(214
)
RMBS
264,914
(1,992
)
63,395
(1,721
)
Total AFS fixed income securities
1,416,504
(17,915
)
141,580
(4,900
)
AFS equity securities:
Common stock
31,148
(1,998
)
—
—
Preferred stock
1,531
(40
)
—
—
Total AFS equity securities
32,679
(2,038
)
—
—
Total AFS
$
1,449,183
(19,953
)
141,580
(4,900
)
1
Gross unrealized losses include non-OTTI unrealized amounts and OTTI losses recognized in AOCI. In addition, this column includes remaining unrealized gain or loss amounts on securities that were transferred to an HTM designation in the first quarter of 2009 for those securities that are in a net unrealized/unrecognized loss position.
The table below provides our net unrealized/unrecognized loss positions by impairment severity for both AFS and HTM securities as of
March 31, 2016
compared with
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
252
80% - 99%
$
8,120
606
80% - 99%
$
22,971
—
60% - 79%
—
3
60% - 79%
1,888
—
40% - 59%
—
—
40% - 59%
—
—
20% - 39%
—
—
20% - 39%
—
—
0% - 19%
—
—
0% - 19%
—
$
8,120
$
24,859
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We do not intend to sell any of the securities in the tables above, nor do we believe we will be required to sell any of these securities. We have also reviewed these securities under our OTTI policy, as described in Note 2. “Summary of Significant Accounting Policies” within Item 8. “Financial Statements and Supplementary Data.” of our
2015 Annual Report
, and have concluded that they are temporarily impaired. This conclusion reflects our current judgment as to the financial position and future prospects of the entity that issued the investment security and underlying collateral. If our judgment about an individual security changes in the future, we may ultimately record a credit loss after having originally concluded that one did not exist, which could have a material impact on our net income and financial position in future periods.
(d) Fixed income securities at
March 31, 2016
, by contractual maturity, are shown below. Mortgage-backed securities ("MBS") are included in the maturity tables using the estimated average life of each security. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without call or prepayment penalties.
Listed below are the contractual maturities of HTM fixed income securities at
March 31, 2016
:
($ in thousands)
Carrying Value
Fair Value
Due in one year or less
$
83,751
85,409
Due after one year through five years
66,301
70,301
Due after five years through 10 years
13,521
15,549
Total HTM fixed income securities
$
163,573
171,259
Listed below are the contractual maturities of AFS fixed income securities at
March 31, 2016
:
($ in thousands)
Fair Value
Due in one year or less
$
475,265
Due after one year through five years
2,254,485
Due after five years through 10 years
1,744,928
Due after 10 years
125,790
Total AFS fixed income securities
$
4,600,468
(e) We evaluate the alternative investments and the tax credit investments that are included in our other investments portfolio to determine whether those investments are VIEs and if so, whether consolidation is required. A VIE is an entity that either has equity investors that lack certain essential characteristics of a controlling financial interest or lacks sufficient funds to finance its own activities without financial support provided by other entities. We consider several significant factors in determining if our investments are VIEs and if we are the primary beneficiary including whether we have: (i) the power to direct activities; (ii) the ability to remove the decision maker of the VIE; (iii) the ability to participate in making decisions that are significant to the VIE; and (iv) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the VIE. We have determined that the investments in our other investment portfolio are VIEs, but that we are not the primary beneficiary and therefore, consolidation is not required.
The following table summarizes our other investment portfolio by strategy:
Other Investments
March 31, 2016
December 31, 2015
($ in thousands)
Carrying Value
Remaining Commitment
Maximum Exposure to Loss
1
Carrying Value
Remaining Commitment
Maximum Exposure to Loss
1
Alternative Investments
Private equity
$
32,478
28,750
61,228
35,088
30,204
65,292
Private credit
21,939
25,129
47,068
13,246
15,129
28,375
Real assets
16,792
28,559
45,351
19,500
25,820
45,320
Total alternative investments
71,209
82,438
153,647
67,834
71,153
138,987
Other securities
9,707
6,850
16,557
10,008
3,200
13,208
Total other investments
$
80,916
89,288
170,204
77,842
74,353
152,195
1
The maximum exposure to loss includes both the carry value of these investments and the related unfunded commitments. In addition, tax credits that have been previously recognized from our investment in Other securities are subject to the risk of recapture, which we do not consider significant.
We do not have a future obligation to fund losses or debts on behalf of the investments above; however, we may voluntarily contribute funds. We have not provided any non-contractual financial support at any time during 2016 or 2015.
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In addition to the strategy descriptions included in Note 5. “Investments” in Item 8. “Financial Statements and Supplementary Data.” of our
2015 Annual Report
, our private credit strategy now includes middle market lending, which is a strategy that provides privately negotiated loans to U.S. middle market companies. Typically, these are floating rate, senior secured loans diversified across industries. Loans can be made to private equity sponsor-backed companies or non-sponsored companies to finance leveraged buyouts, recapitalizations, and acquisitions.
The following table sets forth gross summarized financial information for our other investments portfolio, including the portion not owned by us. The majority of these investments are carried under the equity method of accounting. The last line of the table below reflects our share of the aggregate loss, which is the portion included in our Financial Statements. As the majority of these investments report results to us on a one quarter lag, the summarized financial statement information for the
three-month periods ended December 31
is as follows:
Income Statement Information
Quarter ended December 31,
($ in millions)
2015
2014
Net investment income
$
46.6
77.0
Realized gains
752.5
160.5
Net change in unrealized depreciation
(883.2
)
(518.0
)
Net loss
$
(84.1
)
(280.5
)
Selective’s insurance subsidiaries’ other investments loss
$
(1.1
)
(3.5
)
(f) We have pledged certain AFS fixed income securities as collateral related to our: (i) outstanding borrowing of
$60 million
with the Federal Home Loan Bank of Indianapolis ("FHLBI"); and (ii) reinsurance obligations related to our 2011 acquisition of our excess and surplus lines ("E&S") book of business. In addition, certain securities were on deposit with various state and regulatory agencies at March 31, 2016 to comply with insurance laws. We retain all rights regarding all securities pledged as collateral.
The following table summarizes the market value of these securities at
March 31, 2016
:
($ in millions)
FHLBI Collateral
Reinsurance Collateral
State and Regulatory Deposits
Total
U.S. government and government agencies
$
7.6
—
23.8
31.4
Obligations of states and political subdivisions
—
5.0
—
5.0
Corporate securities
—
4.8
—
4.8
CMBS
1.1
—
—
1.1
RMBS
54.7
1.8
—
56.5
Total pledged as collateral
$
63.4
11.6
23.8
98.8
(g) The Company did not have exposure to any credit concentration risk of a single issuer greater than
10%
of the Company's stockholders' equity, other than certain U.S. government agencies, as of
March 31, 2016
or
December 31, 2015
.
(h) The components of pre-tax net investment income earned for the periods indicated were as follows:
Quarter ended March 31,
($ in thousands)
2016
2015
Fixed income securities
$
31,644
30,967
Equity securities
2,230
1,792
Short-term investments
159
25
Other investments
(1,066
)
(3,540
)
Investment expenses
(2,198
)
(2,327
)
Net investment income earned
$
30,769
26,917
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(i) The following tables summarize OTTI by asset type for the periods indicated:
First Quarter 2016
Gross
Included in Other Comprehensive Income ("OCI")
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
973
—
973
Total AFS fixed income securities
973
—
973
AFS equity securities:
Common stock
2,617
—
2,617
Preferred stock
3
—
3
Total AFS equity securities
2,620
—
2,620
Total OTTI losses
$
3,593
—
3,593
First Quarter 2015
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
1,009
—
1,009
RMBS
1
—
1
Total AFS fixed income securities
1,010
—
1,010
AFS equity securities:
Common stock
1,084
—
1,084
Preferred stock
—
—
—
Total AFS equity securities
1,084
—
1,084
Total OTTI losses
$
2,094
—
2,094
For a discussion of our evaluation for OTTI of fixed income securities, short-term investments, equity securities, and other investments, refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our
2015 Annual Report
.
(j) The components of net realized gains, excluding OTTI charges, for the periods indicated were as follows:
Quarter ended March 31,
($ in thousands)
2016
2015
HTM fixed income securities
Losses
$
(1
)
(1
)
AFS fixed income securities
Gains
620
1,502
Losses
(36
)
(112
)
AFS equity securities
Gains
330
21,318
Losses
(20
)
(1,076
)
Other investments
Losses
(4
)
(654
)
Total net realized gains (excluding OTTI charges)
$
889
20,977
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
$17.2 million
and
$138.4 million
in
First Quarter 2016
and
First Quarter 2015
, respectively. The
$21.0 million
in net realized gains for
First Quarter 2015
were primarily due to a change in our dividend equity strategy from a quantitative, model-driven stock selection strategy to a fundamentally-based stock selection approach that incorporates an assessment of the sustainability and growth rate of a company’s dividends and future cash flow.
NOTE 5. Indebtedness
On February 26, 2016, Selective Insurance Company of America ("SICA") borrowed short-term funds of
$25 million
from the Federal Home Loan Bank of New York at an interest rate of
0.59%
. This borrowing was repaid on March 18, 2016. For additional information on our indebtedness, see Note 10. "Indebtedness" in Item 8. "Financial Statements and Supplementary Data." of our
2015 Annual Report
.
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NOTE 6. Fair Value Measurements
The following table presents the carrying amounts and estimated fair values of our financial instruments as of
March 31, 2016
and
December 31, 2015
:
March 31, 2016
December 31, 2015
($ in thousands)
Carrying Amount
Fair
Value
Carrying Amount
Fair
Value
Financial Assets
Fixed income securities:
HTM
$
163,573
171,259
201,354
209,544
AFS
4,600,468
4,600,468
4,408,203
4,408,203
Equity securities, AFS
215,789
215,789
207,051
207,051
Short-term investments
103,132
103,132
194,819
194,819
Financial Liabilities
Short-term debt:
0.63% borrowings from FHLBI
$
15,000
15,014
15,000
14,977
1.25% borrowings from FHLBI
45,000
45,250
45,000
45,083
Total short-term debt
$
60,000
60,264
60,000
60,060
Long-term debt:
7.25% Senior Notes
$
49,899
59,406
49,898
56,929
6.70% Senior Notes
99,419
115,478
99,415
110,363
5.875% Senior Notes
185,000
192,252
185,000
192,474
Subtotal long-term debt
334,318
367,136
334,313
359,766
Unamortized debt issuance costs
(6,005
)
(6,121
)
Total long-term debt
$
328,313
328,192
For a discussion of the fair value and hierarchy of the techniques used to value our financial assets and liabilities, refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our
2015 Annual Report
.
The following tables provide quantitative disclosures of our financial assets that were measured at fair value at
March 31, 2016
and
December 31, 2015
:
March 31, 2016
Fair Value Measurements Using
($ in thousands)
Assets
Measured at
Fair Value
at 3/31/2016
Quoted Prices in
Active Markets for
Identical Assets/
Liabilities (Level 1)
1
Significant Other
Observable
Inputs
(Level 2)
1
Significant Unobservable
Inputs
(Level 3)
Description
Measured on a recurring basis:
AFS fixed income securities:
U.S. government and government agencies
$
102,618
42,570
60,048
—
Foreign government
13,742
—
13,742
—
Obligations of states and political subdivisions
1,435,315
—
1,435,315
—
Corporate securities
1,987,956
—
1,987,956
—
ABS
245,817
—
245,817
—
CMBS
252,892
—
252,892
—
RMBS
562,128
—
562,128
—
Total AFS fixed income securities
4,600,468
42,570
4,557,898
—
AFS equity securities:
Common stock
202,619
199,347
—
3,272
Preferred stock
13,170
13,170
—
—
Total AFS equity securities
215,789
212,517
—
3,272
Total AFS securities
4,816,257
255,087
4,557,898
3,272
Short-term investments
103,132
103,132
—
—
Total assets measured at fair value
$
4,919,389
358,219
4,557,898
3,272
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December 31, 2015
Fair Value Measurements Using
($ in thousands)
Assets
Measured at
Fair Value
at 12/31/2015
Quoted Prices in
Active Markets for
Identical Assets/Liabilities
(Level 1)
1
Significant
Other Observable
Inputs
(Level 2)
1
Significant Unobservable
Inputs
(Level 3)
Description
Measured on a recurring basis:
AFS fixed income securities:
U.S. government and government agencies
$
104,115
42,702
61,413
—
Foreign government
15,181
—
15,181
—
Obligations of states and political subdivisions
1,359,142
—
1,359,142
—
Corporate securities
1,900,182
—
1,900,182
—
ABS
244,154
—
244,154
—
CMBS
243,592
—
243,592
—
RMBS
541,837
—
541,837
—
Total AFS fixed income securities
4,408,203
42,702
4,365,501
—
AFS equity securities:
Common stock
194,789
191,517
—
3,272
Preferred stock
12,262
12,262
—
—
Total AFS equity securities
207,051
203,779
—
3,272
Total AFS securities
4,615,254
246,481
4,365,501
3,272
Short-term investments
194,819
194,819
—
—
Total assets measured at fair value
$
4,810,073
441,300
4,365,501
3,272
1
There were no transfers of securities between Level 1 and Level 2.
The following table provides a summary of the changes in the fair value of securities measured using Level 3 inputs and related
quantitative information for the quarter ended
March 31, 2016
:
March 31, 2016
Common Stock
($ in thousands)
Fair value, December 31, 2015
$
3,272
Total net (losses) gains for the period included in:
OCI
—
Net income
—
Purchases
1,126
Sales
(1,126
)
Issuances
—
Settlements
—
Transfers into Level 3
—
Transfers out of Level 3
—
Fair value, March 31, 2016
$
3,272
15
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The following tables provide quantitative information regarding our financial assets and liabilities that were disclosed at fair value at
March 31, 2016
and
December 31, 2015
:
March 31, 2016
Fair Value Measurements Using
($ in thousands)
Assets/
Liabilities
Disclosed at
Fair Value at 3/31/2016
Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
HTM:
Obligations of states and political subdivisions
$
143,908
—
143,908
—
Corporate securities
21,948
—
18,467
3,481
ABS
805
—
805
—
CMBS
4,598
—
4,598
—
Total HTM fixed income securities
$
171,259
—
167,778
3,481
Financial Liabilities
Short-term debt:
0.63% borrowings from FHLBI
$
15,014
—
15,014
—
1.25% borrowings from FHLBI
45,250
—
45,250
—
Total short-term debt
$
60,264
—
60,264
—
Long-term debt:
7.25% Senior Notes
$
59,406
—
59,406
—
6.70% Senior Notes
115,478
—
115,478
—
5.875% Senior Notes
192,252
192,252
—
—
Total long-term debt
$
367,136
192,252
174,884
—
December 31, 2015
Fair Value Measurements Using
($ in thousands)
Assets/
Liabilities
Disclosed at
Fair Value at 12/31/2015
Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
HTM:
Obligations of states and political subdivisions
$
181,880
—
181,880
—
Corporate securities
22,015
—
18,679
3,336
ABS
1,028
—
1,028
—
CMBS
4,621
—
4,621
—
Total HTM fixed income securities
$
209,544
—
206,208
3,336
Financial Liabilities
Short-term debt:
0.63% borrowings from FHLBI
$
14,977
—
14,977
—
1.25% borrowings from FHLBI
45,083
—
45,083
—
Total short-term debt
$
60,060
—
60,060
—
Long-term debt:
7.25% Senior Notes
$
56,929
—
56,929
—
6.70% Senior Notes
110,363
—
110,363
—
5.875% Senior Notes
192,474
192,474
—
—
Total long-term debt
$
359,766
192,474
167,292
—
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NOTE 7. Reinsurance
The following table contains a listing of direct, assumed, and ceded reinsurance amounts for premiums written, premiums earned, and loss and loss expenses incurred for the periods indicated. For more information concerning reinsurance, refer to
Note 8. “Reinsurance” in Item 8. “Financial Statements and Supplementary Data.” of our
2015 Annual Report
.
Quarter ended March 31,
($ in thousands)
2016
2015
Premiums written:
Direct
$
646,278
598,783
Assumed
6,320
6,081
Ceded
(87,239
)
(86,776
)
Net
$
565,359
518,088
Premiums earned:
Direct
$
606,661
562,042
Assumed
6,270
5,908
Ceded
(90,473
)
(91,827
)
Net
$
522,458
476,123
Loss and loss expense incurred:
Direct
$
361,639
312,246
Assumed
6,355
4,662
Ceded
(70,850
)
(31,909
)
Net
$
297,144
284,999
Ceded premiums and losses related to our participation in the NFIP, under which
100%
of our flood premiums, losses, and loss expenses are ceded to the NFIP, are as follows:
Ceded to NFIP
Quarter ended March 31,
($ in thousands)
2016
2015
Ceded premiums written
$
(53,248
)
(53,842
)
Ceded premiums earned
(56,814
)
(58,998
)
Ceded loss and loss expense incurred
(40,718
)
(6,249
)
NOTE 8. Segment Information
We classify our business into
four
reportable segments, which are as follows:
•
Standard Commercial Lines - comprised of insurance products and services provided in the standard marketplace to
commercial enterprises, which are typically businesses, non-profit organizations, and local government agencies.
•
Standard Personal Lines - comprised of insurance products and services, including flood insurance coverage, provided primarily to individuals acquiring coverage in the standard marketplace.
•
E&S Lines - comprised of insurance products and services provided to customers who have not obtained coverage in
the standard marketplace.
•
Investments - invests the premiums collected by our insurance operations, as well as our earnings and amounts generated through our capital management strategies, which may include the issuance of debt and equity securities.
In computing the results of each segment, we do not make adjustments for interest expense or net general corporate expenses. While we do not fully allocate taxes to all segments, we do allocate taxes to our Investments segment as we manage that segment on after-tax results. We do not maintain separate investment portfolios for the segments and therefore, do not allocate assets to the segments.
17
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The following summaries present revenues (net investment income and net realized gains on investments in the case of the Investments segment) and pre-tax income for the individual segments:
Revenue by Segment
Quarter ended March 31,
($ in thousands)
2016
2015
Standard Commercial Lines:
Net premiums earned:
Commercial automobile
$
95,419
86,355
Workers compensation
76,000
68,477
General liability
128,085
114,971
Commercial property
70,178
64,563
Businessowners’ policies
23,904
22,699
Bonds
5,464
5,000
Other
3,839
3,468
Miscellaneous income
690
1,669
Total Standard Commercial Lines revenue
403,579
367,202
Standard Personal Lines:
Net premiums earned:
Personal automobile
35,780
37,010
Homeowners
32,900
33,721
Other
1,525
1,748
Miscellaneous income
260
300
Total Standard Personal Lines revenue
70,465
72,779
E&S Lines:
Net premiums earned:
General liability
35,522
26,726
Commercial property
11,444
9,655
Commercial automobile
2,398
1,730
Miscellaneous income
1
—
Total E&S Lines revenue
49,365
38,111
Investments:
Net investment income
30,769
26,917
Net realized investment (losses) gains
(2,704
)
18,883
Total Investments revenue
28,065
45,800
Total revenues
$
551,474
523,892
Income Before Federal Income Tax
Quarter ended March 31,
($ in thousands)
2016
2015
Standard Commercial Lines:
Underwriting gain
$
30,932
30,036
GAAP combined ratio
92.3
%
91.8
Statutory combined ratio
89.7
89.7
Standard Personal Lines:
Underwriting gain (loss)
$
8,605
(2,466
)
GAAP combined ratio
87.7
%
103.4
Statutory combined ratio
90.6
105.1
E&S Insurance Operations:
Underwriting gain (loss)
$
1,418
(1,549
)
GAAP combined ratio
97.1
%
104.1
Statutory combined ratio
98.4
102.1
Investments:
Net investment income
$
30,769
26,917
Net realized investment (losses) gains
(2,704
)
18,883
Total investment income, before federal income tax
28,065
45,800
Tax on investment income
6,263
12,318
Total investment income, after federal income tax
$
21,802
33,482
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Reconciliation of Segment Results to Income
Before Federal Income Tax
Quarter ended March 31,
($ in thousands)
2016
2015
Underwriting gain, before federal income tax
Standard Commercial Lines
$
30,932
30,036
Standard Personal Lines
8,605
(2,466
)
E&S Lines
1,418
(1,549
)
Investment income, before federal income tax
28,065
45,800
Total all segments
69,020
71,821
Interest expense
(5,606
)
(5,604
)
General corporate and other expenses
(11,539
)
(9,927
)
Income before federal income tax
$
51,875
56,290
NOTE 9. Retirement Plans
SICA's primary pension plan is the Retirement Income Plan for Selective Insurance Company of America (the “Pension Plan”). SICA also sponsors the Supplemental Excess Retirement Plan (the “Excess Plan”) and a life insurance benefit plan. All plans are closed to new entrants and benefits ceased accruing under the Pension Plan and the Excess Plan after March 31, 2016. For more information concerning SICA's retirement plans, refer to Note 14. “Retirement Plans” in Item 8. “Financial Statements and Supplementary Data.” of our
2015 Annual Report
.
The following tables provide information regarding the Pension Plan:
Pension Plan
Quarter ended March 31,
($ in thousands)
2016
2015
Net Periodic Benefit Cost:
Service cost
$
1,606
1,913
Interest cost
3,102
3,408
Expected return on plan assets
(3,988
)
(3,990
)
Amortization of unrecognized net actuarial loss
1,480
1,643
Total net periodic cost
$
2,200
2,974
Pension Plan
Quarter ended March 31,
2016
2015
Weighted-Average Expense Assumptions:
Discount rate
4.69
%
4.29
Effective interest rate for calculation of service cost
4.52
—
Effective interest rate for calculation of interest cost
4.02
—
Expected return on plan assets
6.37
6.27
Rate of compensation increase
4.00
4.00
Effective January 1, 2016, the approach used to calculate the service and interest components of net periodic benefit cost for the Pension Plan was changed to provide a more precise measurement of service and interest costs. Historically, we calculated these service and interest components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. On January 1, 2016, we elected to utilize an approach that discounts the individual expected cash flows using the applicable spot rates derived from the yield curve over the projected cash flow period. We accounted for this change prospectively as a change in accounting estimate.
We presently anticipate contributing approximately
$30 million
to the Pension Plan in
2016
,
$3.2 million
of which has been funded as of
March 31, 2016
.
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NOTE 10. Comprehensive Income
The components of comprehensive income, both gross and net of tax, for
First Quarter 2016
and
First Quarter 2015
are as follows:
First Quarter 2016
($ in thousands)
Gross
Tax
Net
Net income
$
51,875
14,843
37,032
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
65,737
23,008
42,729
Amounts reclassified into net income:
HTM securities
(72
)
(25
)
(47
)
Realized losses on AFS securities
2,699
945
1,754
Total unrealized gains on investment securities
68,364
23,928
44,436
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
1,516
530
986
Total defined benefit pension and post-retirement plans
1,516
530
986
Other comprehensive income
69,880
24,458
45,422
Comprehensive income
$
121,755
39,301
82,454
First Quarter 2015
($ in thousands)
Gross
Tax
Net
Net income
$
56,290
16,582
39,708
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
23,977
8,391
15,586
Amounts reclassified into net income:
HTM securities
(261
)
(91
)
(170
)
Non-credit OTTI
357
125
232
Realized gains on AFS securities
(19,895
)
(6,963
)
(12,932
)
Total unrealized gains on investment securities
4,178
1,462
2,716
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
1,709
598
1,111
Total defined benefit pension and post-retirement plans
1,709
598
1,111
Other comprehensive income
5,887
2,060
3,827
Comprehensive income
$
62,177
18,642
43,535
The balances of, and changes in, each component of AOCI (net of taxes) as of
March 31, 2016
are as follows:
March 31, 2016
Net Unrealized Gain on Investment Securities
Defined Benefit
Pension and Post-Retirement Plans
Total AOCI
($ in thousands)
OTTI
Related
HTM
Related
All
Other
Investments
Subtotal
Balance, December 31, 2015
$
(282
)
194
45,083
44,995
(54,420
)
(9,425
)
OCI before reclassifications
—
—
42,729
42,729
—
42,729
Amounts reclassified from AOCI
—
(47
)
1,754
1,707
986
2,693
Net current period OCI
—
(47
)
44,483
44,436
986
45,422
Balance, March 31, 2016
$
(282
)
147
89,566
89,431
(53,434
)
35,997
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The reclassifications out of AOCI are as follows:
Quarter ended March 31,
Affected Line Item in the Unaudited Consolidated Statement of Income
($ in thousands)
2016
2015
OTTI related
Non-credit OTTI on disposed securities
$
—
357
Net realized (losses) gains
—
357
Income before federal income tax
—
(125
)
Total federal income tax expense
—
232
Net income
HTM related
Unrealized losses on HTM disposals
28
50
Net realized (losses) gains
Amortization of net unrealized gains on HTM securities
(100
)
(311
)
Net investment income earned
(72
)
(261
)
Income before federal income tax
25
91
Total federal income tax expense
(47
)
(170
)
Net income
Realized losses (gains) on AFS and OTTI
Realized losses (gains) on AFS disposals and OTTI
2,699
(19,895
)
Net realized (losses) gains
2,699
(19,895
)
Income before federal income tax
(945
)
6,963
Total federal income tax expense
1,754
(12,932
)
Net income
Defined benefit pension and post-retirement life plans
Net actuarial loss
329
371
Loss and loss expense incurred
1,187
1,338
Policy acquisition costs
Total defined benefit pension and post-retirement life
1,516
1,709
Income before federal income tax
(530
)
(598
)
Total federal income tax expense
986
1,111
Net income
Total reclassifications for the period
$
2,693
(11,759
)
Net income
NOTE 11. Litigation
In the ordinary course of conducting business, we are named as defendants in various legal proceedings. Most of these proceedings are claims litigation involving our insurance subsidiaries as either: (i) liability insurers defending or providing indemnity for third-party claims brought against our customers; or (ii) insurers defending first-party coverage claims brought against them. We account for such activity through the establishment of unpaid loss and loss expense reserves. We expect that the ultimate liability, if any, with respect to such ordinary course claims litigation, after consideration of provisions made for potential losses and costs of defense, will not be material to our consolidated financial condition, results of operations, or cash flows.
Our insurance subsidiaries are also from time to time involved in other legal actions, some of which assert claims for substantial amounts. These actions include, among others, putative class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, improper reimbursement of medical providers paid under workers compensation and personal and commercial automobile insurance policies. Our insurance subsidiaries also are involved from time to time in individual actions in which extra-contractual damages, punitive damages, or penalties are sought, such as claims alleging bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that the ultimate liability, if any, with respect to such lawsuits, after consideration of provisions made for estimated losses, will not be material to our consolidated financial condition. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation, an adverse outcome in certain matters could, from time to time, have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods. As of
March 31, 2016
, we do not believe the Company was involved in any legal action that could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
21
Table of Contents
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
As used herein, the "Company," "we," "us," or "our" refers to Selective Insurance Group, Inc., and its subsidiaries, except as expressly indicated or unless the context otherwise requires. In this Quarterly Report on Form 10-Q, we discuss and make statements regarding our intentions, beliefs, current expectations, and projections regarding our company’s future operations and performance. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipates,” “believes,” “expects,” “will,” “should,” and “intends” and their negatives. We caution prospective investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in our future performance. Factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, those discussed under Item 1A. “Risk Factors” below in Part II “Other Information.” These risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to time. We can neither predict such new risk factors nor can we assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied in any forward-looking statements in this report. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this report might not occur. We make forward-looking statements based on currently available information and assume no obligation to update these statements due to changes in underlying factors, new information, future developments, or otherwise.
Introduction
Selective Insurance Group, Inc. (the "Parent"), through its insurance subsidiaries, offers property and casualty insurance products in the standard and excess and surplus ("E&S") marketplaces. We classify our business into
four
reportable segments, which are as follows:
•
Standard Commercial Lines - which represents
77%
of our combined insurance segments' net premiums written ("NPW"), sells commercial lines insurance products and services to businesses, non-profit organizations, and local government agencies located primarily in 22 states in the Eastern and Midwestern U.S. and the District of Columbia through approximately
1,150
distribution partners in the standard marketplace.
•
Standard Personal Lines - which includes our flood business, represents approximately
13%
of our combined insurance segments' NPW and sells personal lines insurance products and services to individuals located primarily in 13 states through approximately
700
distribution partners in the standard marketplace. In addition, we have approximately
5,000
distribution partners selling our flood business.
•
E&S Lines - which represents
10%
of our combined insurance segments' NPW, sells commercial lines insurance products and services in all 50 states and the District of Columbia through approximately
80
distribution partners. Insurance policies in this segment are sold to customers that typically have business risks with unique characteristics, such as the nature of the business or its claim history and cannot obtain coverage in the standard marketplace. E&S insurers have more flexibility in coverage terms and rates compared to standard market insurers, generally resulting in policies with higher rates and terms and conditions that are more narrowly customized for specific risks.
•
Investments - invests the premiums collected by our Standard Commercial Lines, Standard Personal Lines, and E&S
Lines, as well as our earnings and amounts generated through our capital management strategies, which may include the issuance of debt and equity securities.
Our Standard Commercial and Standard Personal Lines products and services are written through our nine insurance subsidiaries, some of which write flood business through the Write Your Own ("WYO") program of the National Flood Insurance Program ("NFIP").
Our E&S products and services are written through one subsidiary, Mesa Underwriters Specialty Insurance Company ("MUSIC"). This subsidiary provides us with a nationally-authorized non-admitted platform to offer insurance products and services to customers who have not obtained coverage in the standard marketplace.
Our ten insurance subsidiaries are collectively referred to as the "Insurance Subsidiaries."
22
Table of Contents
The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated results of operations and financial condition, as well as known trends and uncertainties, that may have a material impact in future periods. Consequently, investors should read the MD&A in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2015
(“
2015 Annual Report
”) filed with the U.S. Securities and Exchange Commission ("SEC").
In the MD&A, we will discuss and analyze the following:
•
Critical Accounting Policies and Estimates;
•
Financial Highlights of Results for the
first
quarters ended
March 31, 2016
(“
First Quarter 2016
”) and
March 31, 2015
(“
First Quarter 2015
”);
•
Results of Operations and Related Information by Segment;
•
Federal Income Taxes;
•
Financial Condition, Liquidity, Short-term Borrowings, and Capital Resources;
•
Ratings;
•
Off-Balance Sheet Arrangements; and
•
Contractual Obligations, Contingent Liabilities, and Commitments.
Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements include amounts based on our informed estimates and judgments for those transactions that are not yet complete. Such estimates and judgments affect the reported amounts in the consolidated financial statements. Those estimates and judgments most critical to the preparation of the consolidated financial statements involve the following: (i) reserves for loss and loss expenses; (ii) pension and post-retirement benefit plan actuarial assumptions; (iii) other-than-temporary investment impairments ("OTTI"); and (iv) reinsurance. These estimates and judgments require the use of assumptions about matters that are highly uncertain and, therefore, are subject to change as facts and circumstances develop. If different estimates and judgments had been applied, materially different amounts might have been reported in the financial statements. For additional information regarding our critical accounting policies, refer to pages 36 through 47 of our
2015 Annual Report
.
Financial Highlights of Results for
First Quarter 2016
and
First Quarter 2015
1
Quarter ended March 31,
($ and shares in thousands, except per share amounts)
2016
2015
Change
% or Points
Generally Accepted Accounting Principles ("GAAP") measures:
Revenues
$
551,474
523,892
5
%
Net investment income earned
30,769
26,917
14
Income before federal income tax
51,875
56,290
(8
)
Net income
37,032
39,708
(7
)
Diluted net income per share
0.63
0.69
(9
)
Diluted weighted-average outstanding shares
58,507
57,720
1
GAAP combined ratio
92.2
%
94.5
(2.3
)
pts
Statutory combined ratio
90.7
93.0
(2.3
)
Invested assets per dollar of stockholders' equity
$
3.50
3.72
(6
)
%
After-tax yield on investments
1.8
%
1.7
0.1
pts
Return on average equity ("ROE")
10.3
12.3
(2.0
)
Non-GAAP measures:
Operating income
2
$
38,790
27,434
41
%
Diluted operating income per share
2
0.66
0.48
38
Operating ROE
2
10.8
%
8.5
2.3
pts
1
Refer to the Glossary of Terms attached to our
2015 Annual Report
as Exhibit 99.1 for definitions of terms used in this Form 10-Q.
2
Operating income is used as an important financial measure by us, analysts, and investors, because the realization of investment gains and losses on sales in any given period is largely discretionary as to timing. In addition, these realized investment gains and losses, as well as OTTI that are charged to earnings and the results of discontinued operations, could distort the analysis of trends. See below for a reconciliation of operating income to net income in accordance with GAAP. Operating ROE is calculated by dividing annualized operating income by average stockholders’ equity.
23
Table of Contents
The following table reconciles operating income and net income for the periods presented above:
Quarter ended March 31,
($ in thousands, except per share amounts)
2016
2015
Operating income
$
38,790
27,434
Net realized (losses) gains, net of tax
(1,758
)
12,274
Net income
$
37,032
39,708
Diluted operating income per share
$
0.66
0.48
Diluted net realized (losses) gains per share
(0.03
)
0.21
Diluted net income per share
$
0.63
0.69
It is our goal to average an operating ROE that is at least three points higher than our weighted-average cost of capital. At
March 31, 2016
, our weighted-average cost of capital was
8.1%
. Our ROE contributions by component are as follows:
ROE
Quarter ended March 31,
2016
2015
Insurance Segments
7.4
%
5.2
Investment income
1
6.6
6.5
Other
(3.2
)
(3.2
)
Operating ROE
10.8
8.5
Net realized (losses) gains
1
(0.5
)
3.8
ROE
10.3
%
12.3
1
Investment segment results are the combination of Investment income and Net realized (losses) gains.
Insurance Segments
The key metric in understanding our insurance segments’ contribution to operating ROE is the GAAP combined ratio. The following table provides a quantitative foundation for analyzing this ratio:
All Lines
Quarter ended March 31,
Change % or Points
($ in thousands)
2016
2015
GAAP Insurance Operations Results:
NPW
$
565,359
518,088
9
%
Net premiums earned (“NPE”)
522,458
476,123
10
Less:
Loss and loss expense incurred
297,144
284,999
4
Net underwriting expenses incurred
182,706
163,578
12
Dividends to policyholders
1,653
1,525
8
Underwriting gain
$
40,955
26,021
57
%
GAAP Ratios:
Loss and loss expense ratio
56.9
%
59.9
(3.0
)
pts
Underwriting expense ratio
35.0
34.3
0.7
Dividends to policyholders ratio
0.3
0.3
—
Combined ratio
92.2
94.5
(2.3
)
Statutory Ratios:
Loss and loss expense ratio
56.7
60.0
(3.3
)
Underwriting expense ratio
33.7
32.7
1.0
Dividends to policyholders ratio
0.3
0.3
—
Combined ratio
90.7
%
93.0
(2.3
)
pts
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Table of Contents
The GAAP combined ratio improved by 2.3 points in First Quarter 2016 compared to First Quarter 2015. This improvement was driven by the loss and loss expense ratio, reflecting lower catastrophe and non-catastrophe property losses, as last year was heavily impacted by severe winter weather. Quantitative details are as follows:
First Quarter 2016
First Quarter 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses
Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
14.4
2.8
pts
$
25.3
5.3
pts
(2.5
)
pts
Non-catastrophe property losses
66.4
12.7
71.0
14.9
(2.2
)
Partially offsetting these items was lower favorable prior year casualty reserve development, as illustrated in the table below.
(Favorable)/Unfavorable Prior Year Casualty Reserve Development
Quarter ended March 31,
($ in millions)
2016
2015
General liability
$
(11.0
)
(20.0
)
Commercial automobile
5.0
1.0
Workers compensation
(12.0
)
(5.0
)
Businessowners' policies
—
3.0
Total Standard Commercial Lines
(18.0
)
(21.0
)
E&S
1.0
1.0
Total (favorable) prior year casualty reserve development
$
(17.0
)
(20.0
)
(Favorable) impact on loss ratio
(3.3
)
pts
(4.2
)
For a qualitative discussion of this reserve development, please refer to the respective insurance segment section below in
"Results of Operations and Related Information by Segment."
Also impacting the GAAP combined ratio was an increase in the underwriting expense ratio that was driven by higher supplemental commission expense to our agents, due to improved profitability, which increased the ratio by 0.8 points.
Investments Segment
In total, our investment segment contributed 6.1 points to our overall ROE in First Quarter 2016 compared to 10.3 points in First Quarter 2015. The primary driver of this 4.2-point decrease was a $21.6 million decrease in pre-tax net realized gains this year, the timing of which is largely subjective from one period to the next. On an operating basis, our investment segment contributed 6.6 points to ROE in First Quarter 2016 compared to 6.5 points in First Quarter 2015.
Outlook
A.M. Best Company, Inc. ("A.M. Best") projected a 2016 industry statutory combined ratio of 99.2% in their Review & Preview Report issued in February 2016. This projection included industry catastrophe losses of 4.7 points and favorable reserve development of 1.7 points. A.M. Best also projected decreasing investment yields to continue into 2016.
In 2016, we celebrate our 90
th
year of business and our pillars of success continue to be: (i) our unique field model combined with sophisticated underwriting and claims capabilities; (ii) true franchise value with our
distribution partners; and (iii) delivering a superior customer experience with our “best in class” employees. In 2016, we plan to leverage our competitive advantages by increasing our share of wallet with existing agents while adding agents in areas with strong new business opportunities and exploring potential geographic expansion for our standard lines operations.
To that end, we remain focused on becoming a more customer-centric company in 2016. In 2015, we made key strategic investments in technology as part of our efforts to deliver a superior customer experience across all interactions. Over the last year, we have rolled out self-servicing capabilities via our mobile application, mobile web, and on the desktop, and relaunched our public website with simplified navigation, richer content, and responsive capabilities. These investments have enabled us to provide our customers with 24/7 access to transactional capabilities and information. Customers expect this level of service and access from every company with which they conduct business. We view omni-channel as a key to future success in our industry and we will continue to focus our efforts in this area in 2016.
In First Quarter 2016, our statutory combined ratio was 90.7%, which included 2.8 points of catastrophe losses and 3.3 points of favorable prior year casualty reserve development. Based on these results, we are maintaining the following guidance for full year 2016:
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Table of Contents
•
An ex-catastrophe combined ratio of approximately 91%, which assumes no additional prior year casualty reserve development;
•
3.5 points of catastrophe losses;
•
After-tax investment income of approximately $100 million; and
•
Weighted average shares of approximately 58.5 million.
Our goal is to generate an operating ROE that is 300 basis points in excess of our weighted average cost of capital, which was 8.1% as of March 31, 2016. Based upon our expected after-tax return on investments, a statutory combined ratio of approximately 93% would be required to meet that target.
Results of Operations and Related Information by Segment
Standard Commercial Lines
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
455,063
415,258
10
%
NPE
402,889
365,533
10
Less:
Loss and loss expense incurred
223,350
206,148
8
Net underwriting expenses incurred
146,954
127,824
15
Dividends to policyholders
1,653
1,525
8
Underwriting gain
$
30,932
30,036
3
%
GAAP Ratios:
Loss and loss expense ratio
55.4
%
56.4
(1.0
)
pts
Underwriting expense ratio
36.5
35.0
1.5
Dividends to policyholders ratio
0.4
0.4
—
Combined ratio
92.3
91.8
0.5
Statutory Ratios:
Loss and loss expense ratio
55.2
56.5
(1.3
)
Underwriting expense ratio
34.1
32.8
1.3
Dividends to policyholders ratio
0.4
0.4
—
Combined ratio
89.7
%
89.7
—
pts
The increase in NPW in
First Quarter 2016
compared to First Quarter 2015 was driven by renewal pure price increases and strong retention.
Quarter ended March 31,
($ in millions)
2016
2015
Retention
85
%
84
Renewal pure price increases
2.8
3.5
Direct new business
$
87.6
88.4
The NPE increase in
First Quarter 2016
was consistent with the fluctuation in NPW for the twelve-month period ended
March 31, 2016
compared with the twelve-month period ended
March 31, 2015
.
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Table of Contents
The GAAP loss and loss expense ratio improved 1.0 points in
First Quarter 2016
compared to First Quarter 2015, driven by lower property losses, which were partially offset by lower favorable prior year casualty reserve development.
Information regarding these fluctuations is as follows:
First Quarter 2016
First Quarter 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
11.6
2.9
pts
$
18.7
5.1
pts
(2.2
)
pts
Non-catastrophe property losses
43.6
10.8
40.4
11.1
(0.3
)
Favorable prior year casualty reserve development
(18.0
)
(4.5
)
(21.0
)
(5.7
)
1.2
For additional information regarding the development by line of business, see the "Financial Highlights" section above and the line of business discussions below.
The increase in the GAAP underwriting expense ratio in First Quarter 2016 compared to First Quarter 2015 was primarily attributable to higher supplemental commission expense to our distribution partners of 1.0 points.
The following is a discussion of our most significant standard Commercial Lines of business and their respective statutory results:
General Liability
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
Statutory NPW
$
144,706
130,482
11
%
Direct new business
26,111
25,229
3
Retention
85
%
84
1
pts
Renewal pure price increases
2.0
3.5
(1.5
)
Statutory NPE
$
128,085
114,971
11
%
Statutory combined ratio
83.4
%
73.0
10.4
pts
% of total statutory standard Commercial Lines NPW
32
31
The statutory combined ratio increase in First Quarter 2016 was driven by: (i) lower favorable prior year casualty reserve development as illustrated in the table below; and (ii) higher supplemental commission expense to our distribution partners that added 0.7 points to the combined ratio.
First Quarter 2016
First Quarter 2015
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(11.0
)
(8.6
)
pts
$
(20.0
)
(17.4
)
pts
8.8
pts
The significant drivers of the development were as follows:
•
2016: Primarily attributable to lower claims frequencies and severities in the 2011 through 2014 accident years.
•
2015: Primarily attributable to continued lower claims frequencies in the 2009 through 2013 accident years.
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Table of Contents
Commercial Automobile
Quarter ended March 31,
Change
% or
Points
($ in thousands)
2016
2015
Statutory NPW
$
108,208
96,587
12
%
Direct new business
18,589
18,365
1
Retention
85
%
84
1
pts
Renewal pure price increases
5.0
4.0
1.0
Statutory NPE
$
95,419
86,355
10
%
Statutory combined ratio
104.9
%
99.4
5.5
pts
% of total statutory standard Commercial Lines NPW
24
23
The 5.5-point increase in the statutory combined ratio in First Quarter 2016 compared to First Quarter 2015 was driven by: (i) an increase in unfavorable prior year casualty reserve development; (ii) higher non-catastrophe property losses; and (iii) higher supplemental commission expense to our distribution partners that added an additional 0.7 points to the statutory combined ratio.
Quantitative information regarding the development and non-catastrophe property losses is as follows:
First Quarter 2016
First Quarter 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses Incurred
Impact on
Loss Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
5.0
5.2
pts
$
1.0
1.2
pts
4.0
pts
Non-catastrophe property losses
15.3
16.0
13.2
15.3
0.7
Unfavorable prior year casualty reserve development in First Quarter 2016 was primarily due to higher claims frequencies in the 2015 accident year.
Workers Compensation
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
Statutory NPW
$
91,312
83,805
9
%
Direct new business
17,730
20,120
(12
)
Retention
84
%
83
1
pts
Renewal pure price increases
1.8
3.4
(1.6
)
Statutory NPE
$
76,000
68,477
11
%
Statutory combined ratio
81.1
%
90.7
(9.6
)
pts
% of total statutory standard Commercial Lines NPW
20
20
The decrease in the statutory combined ratio in First Quarter 2016 compared to First Quarter 2015 was due to favorable prior year casualty reserve development as follows:
•
2016: Favorable prior year casualty reserve development of $12 million, or 15.8 points, related primarily to lower severities in accident years 2013 and prior.
•
2015: Favorable prior year casualty reserve development of $5 million, or 7.3 points, related primarily to accident years 2012 through 2013.
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Table of Contents
Commercial Property
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
Statutory NPW
$
75,644
70,898
7
%
Direct new business
17,809
17,895
—
Retention
83
%
83
—
pts
Renewal pure price increases
2.2
3.0
(0.8
)
Statutory NPE
$
70,178
64,563
9
%
Statutory combined ratio
91.8
%
98.5
(6.7
)
pts
% of total statutory standard Commercial Lines NPW
17
17
The decrease in the statutory combined ratio in First Quarter 2016 compared to First Quarter 2015 was due to the following:
First Quarter 2016
First Quarter 2015
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
% or
Points
Catastrophe losses
$
10.2
14.6
pts
$
15.2
23.5
pts
(8.9
)
pts
Non-catastrophe property losses
23.2
33.0
21.5
33.3
(0.3
)
These were partially offset by higher supplemental commission expense to our distribution partners of 0.8 points.
Standard Personal Lines
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
61,969
65,024
(5
)
%
NPE
70,205
72,479
(3
)
Less:
Loss and loss expense incurred
39,695
52,969
(25
)
Net underwriting expenses incurred
21,905
21,976
—
Underwriting gain (loss)
$
8,605
(2,466
)
449
%
GAAP Ratios:
Loss and loss expense ratio
56.5
%
73.1
(16.6
)
pts
Underwriting expense ratio
31.2
30.3
0.9
Combined ratio
87.7
103.4
(15.7
)
Statutory Ratios:
Loss and loss expense ratio
56.5
73.5
(17.0
)
Underwriting expense ratio
34.1
31.6
2.5
Combined ratio
90.6
%
105.1
(14.5
)
pts
The decrease in NPW in First Quarter 2016 compared to First Quarter 2015 was primarily driven by new business that is not sufficient to compensate for the attrition reflected in our 82% retention ratio.
Quarter ended March 31,
($ in millions)
2016
2015
New business
$
7.4
7.3
Retention
82
%
82
Renewal pure price increases
5.1
6.4
The NPE decrease in
First Quarter 2016
was consistent with the fluctuation in NPW for the twelve-month period ended
March 31, 2016
compared with the twelve-month period ended
March 31, 2015
.
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Table of Contents
The GAAP loss and loss expense ratio decreased 16.6 points in First Quarter 2016 compared to First Quarter 2015. The drivers of this fluctuation were as follows:
First Quarter 2016
First Quarter 2015
($ in millions)
Loss and Loss Expense Incurred
Impact on
Loss and Loss Expense Ratio
Loss and Loss
Expense
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
2.2
3.2
pts
$
6.3
8.7
pts
(5.5
)
pts
Non-catastrophe property losses
16.3
23.2
24.1
33.3
(10.1
)
Flood claims handling fees
(1.1
)
(1.5
)
(0.5
)
(0.7
)
(0.8
)
The increase in the GAAP underwriting expense ratio in First Quarter 2016 compared to First Quarter 2015 was primarily driven by increased costs associated with: (i) capital improvements; and (ii) underwriting expenses from third-party data vendors.
E&S Insurance Operations
Quarter ended March 31,
($ in thousands)
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
48,327
37,806
28
%
NPE
49,364
38,111
30
Less:
Loss and loss expense incurred
34,099
25,882
32
Net underwriting expenses incurred
13,847
13,778
1
Underwriting gain (loss)
$
1,418
(1,549
)
192
%
GAAP Ratios:
Loss and loss expense ratio
69.1
%
67.9
1.2
pts
Underwriting expense ratio
28.0
36.2
(8.2
)
Combined ratio
97.1
104.1
(7.0
)
Statutory Ratios:
Loss and loss expense ratio
68.9
67.7
1.2
Underwriting expense ratio
29.5
34.4
(4.9
)
Combined ratio
98.4
%
102.1
(3.7
)
pts
The increase in NPW for First Quarter 2016 compared to First Quarter 2015, was primarily driven by a 3.3% price increase in this segment of our business, coupled with higher audit premium.
The NPE increase in First Quarter 2016 was consistent with the fluctuation in NPW for the twelve-month period ended
March 31, 2016
compared to the twelve-month period ended
March 31, 2015
.
The GAAP loss and loss expense ratio increased by 1.2 points in First Quarter 2016 compared to the same prior year period. This variance reflects a 5.8-point increase in current year loss costs, partially offset by the following:
First Quarter 2016
First Quarter 2015
($ in millions)
Loss and Loss Expense Incurred
Impact on
Loss and Loss Expense Ratio
Loss and Loss
Expense
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Non-catastrophe property losses
$
6.5
13.1
pts
$
6.5
17.0
pts
(3.9
)
pts
Unfavorable prior year casualty development
1.0
2.0
1.0
2.8
(0.8
)
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Table of Contents
The GAAP underwriting expense ratio decreased 8.2 points primarily due to the following:
•
A 3.5-point reduction due to a lower annual cash incentive plan payment for employees in this segment based on 2015 underwriting results; and
•
A 1.9-point reduction due to lower commission expenses to our distribution partners reflecting a change in the mix of business written in this segment, as well as lower supplemental commission expense.
In addition, the 30% growth in premiums earned in First Quarter 2016 compared to last year has more than outpaced the increase in fixed expenses, thus reducing the expense ratio.
Investments
Our investment philosophy includes certain return and risk objectives for the fixed income, equity, and other investment portfolios. Although yield and income generation remain the key drivers to our investment strategy, our overall philosophy is to invest with a long-term horizon along with predominantly a “buy-and-hold,” low turnover approach.
Total Invested Assets
($ in thousands)
March 31, 2016
December 31, 2015
Change % or Points
Total invested assets
$
5,163,878
5,089,269
1
%
Unrealized gain – before tax
137,587
69,224
99
Unrealized gain – after tax
89,432
44,996
99
Invested assets per dollar of stockholders' equity
3.50
3.64
(4
)
Annualized after-tax yield on investment portfolio
1.8
%
1.9
(0.1
)
pts
The increase in invested assets at March 31, 2016 compared to December 31, 2015 was driven by higher unrealized gains, especially on our fixed income securities portfolio. During First Quarter 2016, interest rates on the 10-year U.S. Treasury Note fell by 50 basis points, which drove the increase in unrealized gains on this portfolio while credit spreads remained flat with year end. While the low interest rate environment favorably impacts our unrealized position, it presents a challenge to us in generating after-tax return, as new purchase yields are below the average yield on bonds that are currently maturing.
Fixed Income Securities
At March 31, 2016, our fixed income securities portfolio represented 92% of our total invested assets, compared to our December 31, 2015 allocation of 91%. The average duration of the fixed income securities portfolio as of
March 31, 2016
was
3.8
years, including short-term investments, compared to the Insurance Subsidiaries’ liability duration of approximately
4.3
years. The current duration of the fixed income securities portfolio is within our historical range, and is monitored and managed to maximize yield while managing interest rate risk at an acceptable level. We maintain a well-diversified portfolio across sectors, credit quality, and maturities that affords us ample liquidity. We typically have a long investment time horizon, and every purchase or sale is made with the intent of maximizing risk-adjusted investment returns in the current market environment while balancing capital preservation. Our fixed income securities portfolio had a weighted average credit rating of "AA-" as of
March 31, 2016
and December 31, 2015.
The sector composition and credit quality of our major asset categories within our fixed income securities portfolio did not significantly change from
December 31, 2015
. Our top 10 state exposures still represent 51% of the total municipal bond portfolio and have an average rating of "AA." A portion of our municipal bond portfolio contains insurance enhancements; however, the ratings of the securities with and without insurance remained unchanged as we generally purchase securities based on their underlying credit quality. For details regarding this credit quality information, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.” of our 2015 Annual Report.
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Table of Contents
Net Investment Income
The components of net investment income earned for the indicated periods were as follows:
Quarter ended March 31,
($ in thousands)
2016
2015
Fixed income securities
$
31,644
30,967
Equity securities
2,230
1,792
Short-term investments
159
25
Other investments
(1,066
)
(3,540
)
Investment expenses
(2,198
)
(2,327
)
Net investment income earned – before tax
30,769
26,917
Net investment income tax expense
(7,209
)
(5,709
)
Net investment income earned – after tax
$
23,560
21,208
Effective tax rate
23.4
%
21.2
Annualized after-tax yield on fixed income securities
2.0
2.1
Annualized after-tax yield on investment portfolio
1.8
1.7
Net investment income before tax
increased
in
First Quarter
2016 compared to the same prior year period driven by lower losses from the alternative investments in our other investment portfolio. These alternative investments continue to be impacted by negative returns on our energy-related limited partnerships, but to a lesser extent than experienced in First Quarter 2015.
Realized Gains and Losses
Our general philosophy for sales of securities is to reduce our exposure to securities and sectors based on economic evaluations and when the fundamentals for that security or sector have deteriorated, or to opportunistically trade out of securities to other securities with better economic return characteristics. Total net realized losses amounted to $2.7 million in
First Quarter
2016, compared to net realized gains of $18.9 million in
First Quarter
2015. These amounts included OTTI charges of $3.6 million and $2.1 million in each period, respectively.
For further discussion of our realized gains and losses, as well as our OTTI methodology, see Note 2. “Summary of Significant Accounting Policies” in Item 8. “Financial Statements and Supplementary Data.” of our
2015 Annual Report
. For additional information about our OTTI charges, see Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q.
Federal Income Taxes
The following table provides information regarding federal income taxes:
Quarter ended March 31,
($ in million)
2016
2015
Federal income tax expense
$
14.8
16.6
Effective tax rate
29
%
29
Federal income tax expense decreased in
First Quarter
2016 compared with the same prior year period due to lower pre-tax income, primarily driven by a decrease in net realized gains that was partially offset by higher underwriting profit. The effective tax rate remained consistent with the same period last year, as tax-advantaged income remained flat compared to the decrease in overall pre-tax income. The majority of our differences from the statutory rate are from recurring nontaxable items, such as tax-advantaged interest and dividends received deductions.
We believe that our future effective tax rate will continue to be impacted by similar items, assuming no significant changes to tax laws occur that would impact our tax-advantaged investments.
Financial Condition, Liquidity, Short-term Borrowings, and Capital Resources
Capital resources and liquidity reflect our ability to generate cash flows from business operations, borrow funds at competitive rates, and raise new capital to meet operating and growth needs.
Liquidity
We manage liquidity with a focus on generating sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our cash and short-term investment position of
$104 million
at
March 31, 2016
was comprised of $23 million at the Parent and $81 million at the Insurance Subsidiaries. Short-term investments are generally maintained in
32
Table of Contents
"AAA" rated money market funds approved by the National Association of Insurance Commissioners. The Parent continues to maintain a fixed income security investment portfolio containing high-quality, highly-liquid government and corporate fixed income securities. This portfolio amounted to $64 million at
March 31, 2016
, compared with $62 million at
December 31, 2015
.
Sources of Liquidity
Sources of cash for the Parent have historically consisted of dividends from the Insurance Subsidiaries, the investment portfolio discussed above, borrowings under lines of credit and loan agreements with certain Insurance Subsidiaries, and the issuance of stock and debt securities. We continue to monitor these sources, giving consideration to our long-term liquidity and capital preservation strategies.
Insurance Subsidiary Dividends
We currently anticipate that the Insurance Subsidiaries will pay $61 million in total dividends to the Parent in 2016. Cash dividends of $15 million were paid during
First Quarter 2016
. As of
December 31, 2015
, our allowable ordinary maximum dividend was $178 million for 2016.
Any dividends to the Parent are subject to the approval and/or review of the insurance regulators in the respective Insurance Subsidiaries' domiciliary states and are generally payable only from earned surplus as reported in the statutory annual statements of those subsidiaries as of the preceding December 31. Although past dividends have historically been met with regulatory approval, there is no assurance that future dividends that may be declared will be approved. Indiana state regulators passed legislation revising the calculation to determine an extraordinary dividend, which will become effective July 1, 2016. We do not anticipate that these changes will have a material impact on our allowable ordinary dividends for 2016. For additional information regarding dividend restrictions, refer to Note 19. “Statutory Financial Information, Capital Requirements, and Restrictions on Dividends and Transfers of Funds” in Item 8. “Financial Statements and Supplementary Data.” of our 2015 Annual Report.
The Insurance Subsidiaries generate liquidity through insurance float, which is created by collecting premiums and earning investment income before losses are paid. The period of the float can extend over many years. Our investment portfolio consists of maturity dates that continually provide a source of cash flows for claims payments in the ordinary course of business. The duration of the fixed income securities portfolio, including short-term investments, was 3.8 years as of
March 31, 2016
, while the liabilities of the Insurance Subsidiaries have a duration of 4.3 years. As protection for the capital resources at the Insurance Subsidiaries, we purchase reinsurance coverage for any significantly large claims or catastrophes that may occur during the year.
Line of Credit
The Parent's line of credit with Wells Fargo Bank, National Association, as administrative agent, and Branch Banking and Trust Company (BB&T) (referred to as our "Line of Credit"), was renewed effective December 1, 2015 with a borrowing capacity of $30 million, which can be increased to $50 million with the approval of both lending partners. This Line of Credit expires on December 1, 2020 and has an interest rate which varies and is based on, among other factors, the Parent's debt ratings.
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, a minimum combined statutory surplus, and a maximum ratio of consolidated debt to total capitalization, as well as covenants limiting our ability to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make certain investments and acquisitions; and (v) engage in transactions with affiliates.
The table below outlines information regarding certain of the covenants in the Line of Credit:
Required as of March 31, 2016
Actual as of March 31, 2016
Consolidated net worth
$982 million
$1.5 billion
Statutory surplus
Not less than $750 million
$1.5 billion
Debt-to-capitalization ratio
1
Not to exceed 35%
21.2%
A.M. Best financial strength rating
Minimum of A-
A
1
Calculated in accordance with the Line of Credit agreement.
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Table of Contents
Several of our Insurance Subsidiaries are members of certain branches of the Federal Home Loan Bank, which provides those subsidiaries with additional access to liquidity. Membership is as follows:
Branch
Insurance Subsidiary Member
Federal Home Loan Bank of Indianapolis ("FHLBI")
Selective Insurance Company of South Carolina ("SICSC")
1
Selective Insurance Company of the Southeast ("SICSE")
1
Federal Home Loan Bank of New York ("FHLBNY")
Selective Insurance Company of America ("SICA")
Selective Insurance Company of New York ("SICNY")
1
These subsidiaries are jointly referred to as the "Indiana Subsidiaries" as they are domiciled in Indiana.
The Line of Credit permits aggregate borrowings from the FHLBI and the FHLBNY up to 10% of the respective member company’s admitted assets for the previous year. Additionally, the FHLBNY limits borrowings by SICA and SICNY to 5% of admitted assets for the previous year. All borrowings from both the FHLBI and the FHLBNY are required to be secured by investments pledged as collateral. For additional information regarding collateral outstanding, refer to Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q. The following table provides information on the remaining capacity for Federal Home Loan Bank borrowings based on these restrictions, as well as the amount of additional stock that would need to be purchased to allow these member companies to borrow their remaining capacity:
($ in millions)
Admitted Assets
as of December 31, 2015
Borrowing Limitation
Amount Borrowed
Remaining Capacity
Additional Stock Requirements
As of March 31, 2016
SICSC
$
594.3
$
59.4
32.0
27.4
1.2
SICSE
461.8
46.2
28.0
18.2
0.8
SICA
2,140.7
107.0
—
107.0
4.8
SICNY
403.4
20.2
—
20.2
0.9
Total
$
232.8
60.0
172.8
7.7
Intercompany Loan Agreements
The Parent has lending agreements with the Indiana Subsidiaries that have been approved by the Indiana Department of Insurance, which provide additional liquidity to the Parent. Similar to the Line of Credit agreement, these lending agreements limit borrowings by the Parent from the Indiana Subsidiaries to 10% of the admitted assets of the respective Indiana Subsidiary. The following table provides information on the Parent’s borrowings and remaining borrowing capacity from the Indiana Subsidiaries:
($ in millions)
Admitted Assets
as of December 31, 2015
Borrowing Limitation
Amount Borrowed
Remaining Capacity
As of March 31, 2016
SICSC
$
594.3
$
59.4
31.0
28.4
SICSE
461.8
46.2
18.5
27.7
Total
$
105.6
49.5
56.1
Capital Market Activities
The Parent had no private or public issuances of stock or debt instruments during First Quarter 2016.
Uses of Liquidity
The liquidity generated from the sources discussed above is used, among other things, to pay dividends to our shareholders. Dividends on shares of the Parent's common stock are declared and paid at the discretion of the Board of Directors based on our operating results, financial condition, capital requirements, contractual restrictions, and other relevant factors.
Our ability to meet our interest and principal repayment obligations on our debt, as well as our ability to continue to pay dividends to our stockholders, is dependent on liquidity at the Parent coupled with the ability of the Insurance Subsidiaries to pay dividends, if necessary, and/or the availability of other sources of liquidity to the Parent. Scheduled repayments of our FHLBI borrowings include $15 million in July 2016 and $45 million in December 2016. Subsequent to these payments, our next principal repayment is due in 2034.
Restrictions on the ability of the Insurance Subsidiaries to declare and pay dividends, without alternative liquidity options, could materially affect our ability to service debt and pay dividends on common stock.
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Table of Contents
Short-term Borrowings
There were no balances outstanding under the Line of Credit at March 31, 2016 or at any time during 2016. However, on February 26, 2016 SICA borrowed $25 million from FHLBNY at an interest rate of 0.59% for general corporate purposes, which was repaid on March 18, 2016.
Capital Resources
Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks, and facilitate continued business growth. At
March 31, 2016
, we had statutory surplus and GAAP stockholders’ equity of $1.5 billion. With total debt of $388 million, our debt-to-capital ratio was approximately 21%.
Our cash requirements include, but are not limited to, principal and interest payments on various notes payable, dividends to stockholders, payment of claims, payment of commitments under limited partnership agreements and capital expenditures, as well as other operating expenses, which include commissions to our distribution partners, labor costs, premium taxes, general and administrative expenses, and income taxes. For further details regarding our cash requirements, refer to the section below entitled, “Contractual Obligations, Contingent Liabilities, and Commitments.”
We continually monitor our cash requirements and the amount of capital resources that we maintain at the holding company and operating subsidiary levels. As part of our long-term capital strategy, we strive to maintain capital metrics, relative to the macroeconomic environment, that support our targeted financial strength. Based on our analysis and market conditions, we may take a variety of actions, including, but not limited to, contributing capital to the Insurance Subsidiaries in our insurance operations, issuing additional debt and/or equity securities, repurchasing shares of the Parent’s common stock, and increasing stockholders’ dividends.
Our capital management strategy is intended to protect the interests of the policyholders of the Insurance Subsidiaries and our stockholders, while enhancing our financial strength and underwriting capacity.
Book value per share increased to $25.61 as of
March 31, 2016
, from $24.37 as of
December 31, 2015
, due to $0.63 in net income and $0.77 in unrealized gains on our investment portfolio, partially offset by $0.15 in dividends to our shareholders.
Ratings
We are rated by major rating agencies that issue opinions on our financial strength, operating performance, strategic position, and ability to meet policyholder obligations. We believe that our ability to write insurance business is most influenced by our rating from A.M. Best. We have been rated “A” or higher by A.M. Best for the past 85 years. A downgrade from A.M. Best to a rating below “A-” is an event of default under our Line of Credit and could affect our ability to write new business with customers and/or distribution partners, some of whom are required (under various third-party agreements) to maintain insurance with a carrier that maintains a specified A.M. Best minimum rating.
Our ratings have not changed from those reported in our "Ratings" section of Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." in our 2015 Annual Report and continue to be as follows:
NRSRO
Financial Strength Rating
Outlook
A.M. Best
A
Stable
S&P
A-
Positive
Moody’s
A2
Stable
Fitch
A+
Stable
Our S&P, Moody's, and Fitch financial strength and associated credit ratings affect our ability to access capital markets. The interest rate on our Line of Credit varies and is based on, among other factors, the Parent's debt ratings. There can be no assurance that our ratings will continue for any given period of time or that they will not be changed. It is possible that positive or negative ratings actions by one or more of the rating agencies may occur in the future.
Off-Balance Sheet Arrangements
At
March 31, 2016
and
December 31, 2015
, we did not have any material relationships with unconsolidated entities or financial partnerships, also referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. As such, we are not exposed to any material financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.
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Table of Contents
Contractual Obligations, Contingent Liabilities, and Commitments
Our future cash payments associated with: (i) loss and loss expense reserves; (ii) contractual obligations pursuant to operating leases for office space and equipment; (iii) notes payable; and (iv) contractual obligations related to our alternative and other investments portfolio have not materially changed since
December 31, 2015
. We expect to have the capacity to repay and/or refinance these obligations as they come due.
We have issued no material guarantees on behalf of others and have no trading activities involving non-exchange traded contracts accounted for at fair value. We have no material transactions with related parties other than those disclosed in Note 16. "Related Party Transactions" included in Item 8. "Financial Statements and Supplementary Data." of our
2015 Annual Report
.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in the information about market risk set forth in our
2015 Annual Report
.
ITEM 4. CONTROLS AND PROCEDURES.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), as of the end of the period covered by this report. In performing this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control
–
Integrated Framework
("COSO Framework")
in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are: (i) effective in recording, processing, summarizing, and reporting information on a timely basis that we are required to disclose in the reports that we file or submit under the Exchange Act; and (ii) effective in ensuring that information that we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during
First Quarter 2016
that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of conducting business, we are named as defendants in various legal proceedings. Most of these proceedings are claims litigation involving our Insurance Subsidiaries as either: (i) liability insurers defending or providing indemnity for third-party claims brought against our customers; or (ii) insurers defending first-party coverage claims brought against them. We account for such activity through the establishment of unpaid loss and loss expense reserves. We expect that the ultimate liability, if any, with respect to such ordinary course claims litigation, after consideration of provisions made for potential losses and costs of defense, will not be material to our consolidated financial condition, results of operations, or cash flows.
Our Insurance Subsidiaries are also from time to time involved in other legal actions, some of which assert claims for substantial amounts. These actions include, among others, putative class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, improper reimbursement of medical providers paid under workers compensation and personal and commercial automobile insurance policies. Our Insurance Subsidiaries are also involved from time to time in individual actions in which extra-contractual damages, punitive damages, or penalties are sought, such as claims alleging bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that the ultimate liability, if any, with respect to such lawsuits, after consideration of provisions made for estimated losses, will not be material to our consolidated financial condition. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation, an adverse outcome in certain matters could, from time to time, have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods. As of
March 31, 2016
, we do not believe the Company was involved in any legal action that could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
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Table of Contents
ITEM 1A. RISK FACTORS.
Certain risk factors exist that can have a significant impact on our business, liquidity, capital resources, results of operations, financial condition, and debt ratings. The impact of these risk factors also could impact certain actions that we take as part of our long-term capital strategy, including but not limited to, contributing capital to any or all of the Insurance Subsidiaries, issuing additional debt and/or equity securities, repurchasing our equity securities, redeeming our fixed income securities, or increasing or decreasing stockholders dividends. We operate in a continually changing business environment and new risk factors emerge from time to time. Consequently, we can neither predict such new risk factors nor assess the potential future impact, if any, they might have on our business. There have been no material changes from the risk factors disclosed in Item 1A. “Risk Factors.” in our 2015 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table provides information regarding our purchases of our common stock in
First Quarter 2016
:
Period
Total Number of
Shares Purchased
1
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
Maximum Number of
Shares that May Yet
Be Purchased Under the Announced Programs
January 1 – 31, 2016
350
$
32.42
—
—
February 1 - 29, 2016
121,798
31.45
—
—
March 1 - 31, 2016
102
35.73
—
—
Total
122,250
$
31.46
—
—
1
During
First Quarter 2016
,
118,846
shares were purchased from employees in connection with the vesting of restricted stock units and
3,404
shares were purchased from employees in connection with option exercises. These repurchases were made to satisfy tax withholding obligations and/or option costs with respect to those employees. These shares were not purchased as part of any publicly announced program. The shares that were purchased in connection with the vesting of restricted stock units were purchased at fair market value as defined in the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan and the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan As Amended and Restated Effective as of May 1, 2010. The shares purchased in connection with the option exercises were purchased at the current market prices of our common stock on the dates the options were exercised.
ITEM 5. OTHER INFORMATION.
Our 2016 Annual Meeting of Stockholders was held on May 4, 2016. Voting was conducted in person and by proxy as follows:
(a) Stockholders voted to elect the following twelve nominees for a term of one year as follows:
For
Against
Abstain
Paul D. Bauer
45,030,121
620,799
47,374
A. David Brown
44,906,721
738,085
53,488
John C. Burville
45,190,498
428,542
79,254
Robert Kelly Doherty
45,214,295
429,531
54,468
Michael J. Morrissey
45,210,005
441,233
47,056
Gregory E. Murphy
44,279,310
1,387,422
31,562
Cynthia S. Nicholson
45,180,926
438,458
78,910
Ronald L. O'Kelley
45,161,599
482,143
54,552
William M. Rue
41,252,672
4,401,276
44,346
John S. Scheid
45,234,355
410,217
53,722
J. Brian Thebault
44,982,447
670,105
45,742
Philip H. Urban
45,239,075
405,301
53,918
There were 5,254,983 broker non-votes for each nominee.
(b) Stockholders voted to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement for the 2016 Annual Meeting of Stockholders. The votes were as follows: 43,963,914 shares voted for this proposal; 1,528,132 shares voted against it; and 206,248 shares abstained. There were 5,254,983 broker non-votes.
(c) Stockholders voted to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes were as follows: 50,375,622 shares voted for this proposal; 472,803 shares voted against it; and 104,852 shares abstained.
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Table of Contents
ITEM 6. EXHIBITS.
Exhibit No.
* 11
Statement Re: Computation of Per Share Earnings.
* 31.1
Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
* 31.2
Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
* 32.1
Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
* 32.2
Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
** 101.INS
XBRL Instance Document.
** 101.SCH
XBRL Taxonomy Extension Schema Document.
** 101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
** 101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
** 101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
** 101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
* Filed herewith.
** Furnished and not filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
SELECTIVE INSURANCE GROUP, INC.
Registrant
By: /s/ Gregory E. Murphy
May 5, 2016
Gregory E. Murphy
Chairman of the Board and Chief Executive Officer
By: /s/ Dale A. Thatcher
May 5, 2016
Dale A. Thatcher
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
By: /s/ Anthony D. Harnett
May 5, 2016
Anthony D. Harnett
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
38