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Watchlist
Account
Selective Insurance
SIGI
#3171
Rank
$4.91 B
Marketcap
๐บ๐ธ
United States
Country
$81.74
Share price
2.25%
Change (1 day)
-6.19%
Change (1 year)
๐ฆ Insurance
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Annual Reports (10-K)
Selective Insurance
Quarterly Reports (10-Q)
Financial Year FY2016 Q2
Selective Insurance - 10-Q quarterly report FY2016 Q2
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:
June 30, 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
July 15, 2016
, there were
57,812,467
shares of common stock, par value $2.00 per share, outstanding.
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of June 30, 2016 (Unaudited) and December 31, 2015
1
Unaudited Consolidated Statements of Income for the Quarter and Six Months Ended June 30, 2016 and 2015
2
Unaudited Consolidated Statements of Comprehensive Income for the Quarter and Six Months Ended June 30, 2016 and 2015
3
Unaudited Consolidated Statements of Stockholders' Equity for the Six Months Ended June 30, 2016 and 2015
4
Unaudited Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2016 and 2015
5
Notes to Unaudited Interim Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
24
Introduction
24
Critical Accounting Policies and Estimates
25
Financial Highlights of Results for Second Quarter and Six Months 2016 and Second Quarter and Six Months 2015
25
Results of Operations and Related Information by Segment
28
Federal Income Taxes
36
Financial Condition, Liquidity, Short-term Borrowings, and Capital Resources
36
Ratings
39
Off-Balance Sheet Arrangements
39
Contractual Obligations, Contingent Liabilities, and Commitments
39
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
39
Item 4.
Controls and Procedures
39
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
40
Item 1A.
Risk Factors
40
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
40
Item 6.
Exhibits
41
Signatures
41
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SELECTIVE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
Unaudited
($ in thousands, except share amounts)
June 30,
2016
December 31,
2015
ASSETS
Investments:
Fixed income securities, held-to-maturity – at carrying value (fair value: $167,061 – 2016; $209,544 – 2015)
$
160,297
201,354
Fixed income securities, available-for-sale – at fair value (amortized cost: $4,506,580 – 2016; $4,352,514 – 2015)
4,671,786
4,408,203
Equity securities, available-for-sale – at fair value (cost: $126,881 – 2016; $193,816 – 2015)
152,938
207,051
Short-term investments (at cost which approximates fair value)
205,451
194,819
Other investments
76,051
77,842
Total investments (Note 4)
5,266,523
5,089,269
Cash
1,530
898
Interest and dividends due or accrued
39,941
38,501
Premiums receivable, net of allowance for uncollectible accounts of: $4,624 – 2016; $4,422 – 2015
706,555
615,164
Reinsurance recoverables, net of allowance for uncollectible accounts of: $6,100 – 2016; $5,700 – 2015
592,423
561,968
Prepaid reinsurance premiums
145,520
140,889
Deferred federal income tax
47,696
92,696
Property and equipment – at cost, net of accumulated depreciation and amortization of:
$193,997 – 2016; $188,548 – 2015
68,573
65,701
Deferred policy acquisition costs
228,554
213,159
Goodwill
7,849
7,849
Other assets
84,477
78,339
Total assets
$
7,189,641
6,904,433
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Reserve for loss and loss expenses
$
3,590,169
3,517,728
Unearned premiums
1,263,450
1,169,710
Short-term debt
60,000
60,000
Long-term debt
328,433
328,192
Current federal income tax
8,670
7,442
Accrued salaries and benefits
118,733
167,336
Other liabilities
267,449
255,984
Total liabilities
$
5,636,904
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: 101,451,214 – 2016; 100,861,372 – 2015
202,903
201,723
Additional paid-in capital
340,109
326,656
Retained earnings
1,509,242
1,446,192
Accumulated other comprehensive income (loss) (Note 10)
72,007
(9,425
)
Treasury stock – at cost
(shares: 43,638,649 – 2016; 43,500,642 – 2015)
(571,524
)
(567,105
)
Total stockholders’ equity
$
1,552,737
1,398,041
Commitments and contingencies
Total liabilities and stockholders’ equity
$
7,189,641
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 June 30,
Six Months ended June 30,
($ in thousands, except per share amounts)
2016
2015
2016
2015
Revenues:
Net premiums earned
$
531,932
490,309
1,054,390
966,432
Net investment income earned
31,182
32,230
61,951
59,147
Net realized gains (losses):
Net realized investment gains
2,314
1,031
3,203
22,008
Other-than-temporary impairments
(559
)
(4,451
)
(4,152
)
(6,545
)
Other-than-temporary impairments on fixed income securities recognized in other comprehensive income
10
—
10
—
Total net realized gains (losses)
1,765
(3,420
)
(939
)
15,463
Other income
3,868
2,854
4,819
4,823
Total revenues
568,747
521,973
1,120,221
1,045,865
Expenses:
Loss and loss expense incurred
298,479
291,561
595,623
576,560
Policy acquisition costs
190,731
169,770
373,958
334,493
Interest expense
5,620
5,612
11,226
11,216
Other expenses
11,606
8,265
25,228
20,541
Total expenses
506,436
475,208
1,006,035
942,810
Income before federal income tax
62,311
46,765
114,186
103,055
Federal income tax expense:
Current
18,318
7,733
32,402
19,987
Deferred
392
5,264
1,151
9,592
Total federal income tax expense
18,710
12,997
33,553
29,579
Net income
$
43,601
33,768
80,633
73,476
Earnings per share:
Basic net income
$
0.75
0.59
1.40
1.29
Diluted net income
$
0.74
0.58
1.38
1.27
Dividends to stockholders
$
0.15
0.14
0.30
0.28
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 June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Net income
$
43,601
33,768
80,633
73,476
Other comprehensive income (loss), net of tax:
Unrealized gains on investment securities:
Unrealized holding gains (losses) arising during period
36,188
(39,160
)
78,917
(23,574
)
Non-credit portion of other-than-temporary impairments recognized in other comprehensive income
(6
)
—
(6
)
—
Amounts reclassified into net income:
Held-to-maturity securities
(12
)
(120
)
(59
)
(290
)
Non-credit other-than-temporary impairments
—
—
—
232
Realized (gains) losses on available-for-sale securities
(1,145
)
2,225
609
(10,707
)
Total unrealized gains (losses) on investment securities
35,025
(37,055
)
79,461
(34,339
)
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
985
1,111
1,971
2,222
Total defined benefit pension and post-retirement plans
985
1,111
1,971
2,222
Other comprehensive income (loss)
36,010
(35,944
)
81,432
(32,117
)
Comprehensive income (loss)
$
79,611
(2,176
)
162,065
41,359
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
Six Months ended June 30,
($ in thousands)
2016
2015
Common stock:
Beginning of year
$
201,723
199,896
Dividend reinvestment plan (shares: 20,808 – 2016; 26,843 – 2015)
42
54
Stock purchase and compensation plans (shares: 569,034 – 2016; 611,076 – 2015)
1,138
1,222
End of period
202,903
201,172
Additional paid-in capital:
Beginning of year
326,656
305,385
Dividend reinvestment plan
696
677
Stock purchase and compensation plans
12,757
11,233
End of period
340,109
317,295
Retained earnings:
Beginning of year
1,446,192
1,313,440
Net income
80,633
73,476
Dividends to stockholders ($0.30 per share – 2016; $0.28 per share – 2015)
(17,583
)
(16,235
)
End of period
1,509,242
1,370,681
Accumulated other comprehensive income (loss):
Beginning of year
(9,425
)
19,788
Other comprehensive income (loss)
81,432
(32,117
)
End of period
72,007
(12,329
)
Treasury stock:
Beginning of year
(567,105
)
(562,923
)
Acquisition of treasury stock (shares: 138,007 – 2016; 129,352 – 2015)
(4,419
)
(3,583
)
End of period
(571,524
)
(566,506
)
Total stockholders’ equity
$
1,552,737
1,310,313
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
Six Months ended June 30,
($ in thousands)
2016
2015
Operating Activities
Net income
$
80,633
73,476
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
30,155
29,085
Stock-based compensation expense
7,203
6,049
Undistributed losses of equity method investments
1,677
2,117
Net realized losses (gains)
939
(15,463
)
Changes in assets and liabilities:
Increase in reserve for loss and loss expenses, net of reinsurance recoverables
41,986
66,609
Increase in unearned premiums, net of prepaid reinsurance
89,109
83,789
Decrease in net federal income taxes
2,380
19,232
Increase in premiums receivable
(91,391
)
(88,813
)
Increase in deferred policy acquisition costs
(15,395
)
(17,616
)
(Increase) decrease in interest and dividends due or accrued
(1,030
)
395
Decrease in accrued salaries and benefits
(48,603
)
(18,171
)
Increase in other assets
(3,877
)
(743
)
(Decrease) increase in other liabilities
(34,659
)
25,651
Net adjustments
(21,506
)
92,121
Net cash provided by operating activities
59,127
165,597
Investing Activities
Purchase of fixed income securities, available-for-sale
(411,538
)
(463,758
)
Purchase of fixed income securities, held-to-maturity
(4,235
)
—
Purchase of equity securities, available-for-sale
(16,796
)
(177,386
)
Purchase of other investments
(17,734
)
(2,947
)
Purchase of short-term investments
(691,496
)
(732,278
)
Sale of fixed income securities, available-for-sale
22,114
22,323
Sale of short-term investments
680,865
695,901
Redemption and maturities of fixed income securities, held-to-maturity
44,615
68,704
Redemption and maturities of fixed income securities, available-for-sale
264,244
254,995
Sale of equity securities, available-for-sale
83,793
135,548
Distributions from other investments
13,380
17,840
Purchase of property and equipment
(8,187
)
(7,591
)
Net cash used in investing activities
(40,975
)
(188,649
)
Financing Activities
Dividends to stockholders
(16,569
)
(15,211
)
Acquisition of treasury stock
(4,419
)
(3,583
)
Net proceeds from stock purchase and compensation plans
4,368
4,037
Proceeds from borrowings
55,000
15,000
Repayments of borrowings
(55,000
)
—
Excess tax benefits from share-based payment arrangements
1,761
1,549
Repayments of capital lease obligations
(2,661
)
(2,331
)
Net cash used in financing activities
(17,520
)
(539
)
Net increase (decrease) in cash
632
(23,591
)
Cash, beginning of year
898
23,959
Cash, end of period
$
1,530
368
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
second
quarters ended
June 30, 2016
(“
Second Quarter 2016
”) and
June 30, 2015
(“
Second Quarter 2015
”) and the six-month periods ended
June 30, 2016
("
Six Months 2016
") and
June 30, 2015
("
Six Months 2015
"). The Financial Statements 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 the first quarter of 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 the first quarter of 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's accounting for the software license element of the arrangement is consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer accounts for the arrangement as a service contract. We adopted this guidance in the first quarter of 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 the first quarter of 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.
In June 2016, the FASB issued ASU 2016-13
, Financial Instruments - Credit Losses
(“ASU 2016-13”). ASU 2016-13 will change the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, trade receivables, and reinsurance receivables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. The valuation allowance is a measurement of expected losses that is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This methodology is referred to as the current expected credit loss model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted, but no earlier than fiscal years
7
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beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our financial condition and results of operations.
NOTE 3. Statements of Cash Flow
Supplemental cash flow information is as follows:
Six Months ended June 30,
($ in thousands)
2016
2015
Cash paid during the period for:
Interest
$
10,986
10,947
Federal income tax
29,000
8,500
Non-cash items:
Exchange of fixed income securities, AFS
17,702
17,120
Corporate actions related to equity securities, AFS
1
3,032
884
Assets acquired under capital lease arrangements
2,999
3,478
Non-cash purchase of property and equipment
577
—
1
Examples of such corporate actions include non-cash acquisitions and stock splits.
Included in "Other assets" on the Consolidated Balance Sheet was
$8.9 million
at
June 30, 2016
and
$5.2 million
at
June 30, 2015
of cash received from the National Flood Insurance Program ("NFIP"), which is restricted to pay flood claims under the Write Your Own ("WYO") program.
NOTE 4. Investments
(a) Information regarding our held-to-maturity ("HTM") fixed income securities as of
June 30, 2016
and
December 31, 2015
was as follows:
June 30, 2016
($ in thousands)
Amortized
Cost
Net
Unrealized Gains
(Losses)
Carrying
Value
Unrecognized
Holding
Gains
Unrecognized Holding
Losses
Fair
Value
Obligations of states and political subdivisions
$
131,480
533
132,013
4,260
—
136,273
Corporate securities
23,995
(175
)
23,820
2,286
—
26,106
Asset-backed securities (“ABS”)
126
—
126
—
—
126
Commercial mortgage-backed securities (“CMBS”)
4,489
(151
)
4,338
218
—
4,556
Total HTM fixed income securities
$
160,090
207
160,297
6,764
—
167,061
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
1.8 years
as of
June 30, 2016
.
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(b) Information regarding our AFS securities as of
June 30, 2016
and
December 31, 2015
was as follows:
June 30, 2016
($ in thousands)
Cost/
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
AFS fixed income securities:
U.S. government and government agencies
$
91,933
4,237
—
96,170
Foreign government
8,635
424
—
9,059
Obligations of states and political subdivisions
1,379,548
82,604
—
1,462,152
Corporate securities
1,977,838
62,233
(1,963
)
2,038,108
ABS
257,182
1,656
(127
)
258,711
CMBS
249,603
6,484
(51
)
256,036
Residential mortgage-backed
securities (“RMBS”)
541,841
10,027
(318
)
551,550
Total AFS fixed income securities
4,506,580
167,665
(2,459
)
4,671,786
AFS equity securities:
Common stock
114,099
26,343
(1,023
)
139,419
Preferred stock
12,782
737
—
13,519
Total AFS equity securities
126,881
27,080
(1,023
)
152,938
Total AFS securities
$
4,633,461
194,745
(3,482
)
4,824,724
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
June 30, 2016
and
December 31, 2015
:
June 30, 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:
Corporate securities
$
96,244
(822
)
33,616
(1,141
)
ABS
46,992
(117
)
4,665
(10
)
CMBS
6,348
(4
)
10,451
(47
)
RMBS
6,835
(19
)
50,134
(299
)
Total AFS fixed income securities
156,419
(962
)
98,866
(1,497
)
AFS equity securities:
Common stock
16,428
(1,023
)
—
—
Total AFS equity securities
16,428
(1,023
)
—
—
Total AFS
$
172,847
(1,985
)
98,866
(1,497
)
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.
There were no net unrealized/unrecognized losses on our HTM portfolio as of June 30, 2016. The table below provides our net unrealized/unrecognized loss positions by impairment severity for AFS securities as of
June 30, 2016
and for both AFS and HTM securities as of
December 31, 2015
:
($ in thousands)
June 30, 2016
December 31, 2015
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
156
80% - 99%
$
3,482
606
80% - 99%
$
22,971
—
60% - 79%
—
3
60% - 79%
1,888
—
40% - 59%
—
—
40% - 59%
—
—
20% - 39%
—
—
20% - 39%
—
—
0% - 19%
—
—
0% - 19%
—
$
3,482
$
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
June 30, 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
June 30, 2016
:
($ in thousands)
Carrying Value
Fair Value
Due in one year or less
$
84,415
85,514
Due after one year through five years
65,616
69,914
Due after five years through 10 years
10,266
11,633
Total HTM fixed income securities
$
160,297
167,061
Listed below are the contractual maturities of AFS fixed income securities at
June 30, 2016
:
($ in thousands)
Fair Value
Due in one year or less
$
482,867
Due after one year through five years
2,425,517
Due after five years through 10 years
1,647,615
Due after 10 years
115,787
Total AFS fixed income securities
$
4,671,786
(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 of the VIE; (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
June 30, 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
$
28,439
34,117
62,556
35,088
30,204
65,292
Private credit
23,336
23,243
46,579
13,246
15,129
28,375
Real assets
14,132
30,273
44,405
19,500
25,820
45,320
Total alternative investments
65,907
87,633
153,540
67,834
71,153
138,987
Other securities
10,144
6,850
16,994
10,008
3,200
13,208
Total other investments
$
76,051
94,483
170,534
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.
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We do not have a future obligation to fund losses or debts on behalf of the investments above; however, we are contractually committed to make additional investments up to the remaining commitment outlined above. We have not provided any non-contractual financial support at any time during 2016 or 2015.
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 and six-month periods ended March 31
is as follows:
Income Statement Information
Quarter ended March 31,
Six months ended March 31,
($ in millions)
2016
2015
2016
2015
Net investment (loss) income
$
(4.6
)
8.5
$
37.0
95.6
Realized gains
193.2
279.4
981.1
592.5
Net change in unrealized depreciation
(253.9
)
(223.4
)
(1,236.5
)
(866.9
)
Net (loss) gain
$
(65.3
)
64.5
$
(218.4
)
(178.8
)
Selective’s insurance subsidiaries’ other investments loss
$
(0.6
)
1.4
$
(1.7
)
(2.1
)
(f) We have pledged certain AFS fixed income securities as collateral related to our: (i) relationships with the Federal Home Loan Bank of Indianapolis ("FHLBI") and the Federal Home Loan Bank of New York ("FHLBNY"); 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
June 30, 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
June 30, 2016
:
($ in millions)
FHLBI Collateral
FHLBNY Collateral
Reinsurance Collateral
State and Regulatory Deposits
Total
U.S. government and government agencies
$
7.5
—
—
23.5
31.0
Obligations of states and political subdivisions
—
—
5.0
—
5.0
Corporate securities
—
—
4.8
—
4.8
CMBS
1.1
—
—
—
1.1
RMBS
55.0
29.9
1.6
—
86.5
Total pledged as collateral
$
63.6
29.9
11.4
23.5
128.4
(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
June 30, 2016
or
December 31, 2015
.
(h) The components of pre-tax net investment income earned for the periods indicated were as follows:
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Fixed income securities
$
31,753
30,659
$
63,397
61,626
Equity securities
2,204
2,384
4,434
4,176
Short-term investments
142
23
301
48
Other investments
(611
)
1,422
(1,677
)
(2,118
)
Investment expenses
(2,306
)
(2,258
)
(4,504
)
(4,585
)
Net investment income earned
$
31,182
32,230
$
61,951
59,147
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Table of Contents
(i) The following tables summarize OTTI by asset type for the periods indicated:
Second Quarter 2016
Gross
Included in Other Comprehensive Income ("OCI")
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
104
—
104
RMBS
98
10
88
Total AFS fixed income securities
202
10
192
AFS equity securities:
Common stock
357
—
357
Total AFS equity securities
357
—
357
Total OTTI losses
$
559
10
549
Second Quarter 2015
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
183
—
183
Total AFS fixed income securities
183
—
183
AFS equity securities:
Common stock
4,088
—
4,088
Preferred stock
180
—
180
Total AFS equity securities
4,268
—
4,268
Total OTTI losses
$
4,451
—
4,451
Six Months 2016
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
1,077
—
1,077
RMBS
98
10
88
Total AFS fixed income securities
1,175
10
1,165
AFS equity securities:
Common stock
2,974
—
2,974
Preferred stock
3
—
3
Total AFS equity securities
2,977
—
2,977
Total OTTI losses
$
4,152
10
4,142
Six Months 2015
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
1,192
—
1,192
RMBS
1
—
1
Total AFS fixed income securities
1,193
—
1,193
AFS equity securities:
Common stock
5,172
—
5,172
Preferred stock
180
—
180
Total AFS equity securities
5,352
—
5,352
Total OTTI losses
$
6,545
—
6,545
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
.
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Table of Contents
(j) The components of net realized gains, excluding OTTI charges, for the periods indicated were as follows:
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
HTM fixed income securities
Gains
$
3
2
3
2
Losses
—
—
(1
)
(1
)
AFS fixed income securities
Gains
365
487
985
1,989
Losses
(5
)
(18
)
(41
)
(130
)
AFS equity securities
Gains
2,171
830
2,501
22,148
Losses
(220
)
(270
)
(240
)
(1,346
)
Other investments
Losses
—
—
(4
)
(654
)
Total net realized gains (excluding OTTI charges)
$
2,314
1,031
3,203
22,008
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
$88.7 million
and
$19.5 million
in
Second Quarter 2016
and
Second Quarter 2015
, respectively, and
$105.9 million
and
$157.9 million
in
Six Months 2016
and
Six Months 2015
, respectively. The
$22.0 million
in net realized gains for Six Months 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
During Six Months 2016, Selective Insurance Company of America ("SICA") borrowed the following short-term funds from the FHLBNY:
•
$25 million
on February 26, 2016 at an interest rate of
0.59%
, which was repaid on March 18, 2016;
•
$15 million
on April 7, 2016 at an interest rate of
0.52%
, which was repaid on April 28, 2016; and
•
$15 million
on April 28, 2016 at an interest rate of
0.53%
, which was repaid on May 19, 2016.
Additionally, on July 21, 2016, SICA borrowed
$25 million
for general corporate purposes from FHLBNY at an interest rate of
1.61%
. The principal amount is due in 2021.
For additional information on our indebtedness, see Note 10. "Indebtedness" in Item 8. "Financial Statements and Supplementary Data." of our
2015 Annual Report
.
14
Table of Contents
NOTE 6. Fair Value Measurements
The following table presents the carrying amounts and estimated fair values of our financial instruments as of
June 30, 2016
and
December 31, 2015
:
June 30, 2016
December 31, 2015
($ in thousands)
Carrying Amount
Fair
Value
Carrying Amount
Fair
Value
Financial Assets
Fixed income securities:
HTM
$
160,297
167,061
201,354
209,544
AFS
4,671,786
4,671,786
4,408,203
4,408,203
Equity securities, AFS
152,938
152,938
207,051
207,051
Short-term investments
205,451
205,451
194,819
194,819
Financial Liabilities
Short-term debt:
0.63% borrowings from FHLBI
$
15,000
15,001
15,000
14,977
1.25% borrowings from FHLBI
45,000
45,113
45,000
45,083
Total short-term debt
$
60,000
60,114
60,000
60,060
Long-term debt:
7.25% Senior Notes
$
49,900
61,003
49,898
56,929
6.70% Senior Notes
99,422
118,792
99,415
110,363
5.875% Senior Notes
185,000
194,176
185,000
192,474
Subtotal long-term debt
334,322
373,971
334,313
359,766
Unamortized debt issuance costs
(5,889
)
(6,121
)
Total long-term debt
$
328,433
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
June 30, 2016
and
December 31, 2015
:
June 30, 2016
Fair Value Measurements Using
($ in thousands)
Assets
Measured at
Fair Value
at 6/30/2016
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
$
96,170
38,628
57,542
—
Foreign government
9,059
—
9,059
—
Obligations of states and political subdivisions
1,462,152
—
1,462,152
—
Corporate securities
2,038,108
—
2,038,108
—
ABS
258,711
—
258,711
—
CMBS
256,036
—
256,036
—
RMBS
551,550
—
551,550
—
Total AFS fixed income securities
4,671,786
38,628
4,633,158
—
AFS equity securities:
Common stock
139,419
136,093
—
3,326
Preferred stock
13,519
13,519
—
—
Total AFS equity securities
152,938
149,612
—
3,326
Total AFS securities
4,824,724
188,240
4,633,158
3,326
Short-term investments
205,451
205,451
—
—
Total assets measured at fair value
$
5,030,175
393,691
4,633,158
3,326
15
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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 Six Months 2016:
June 30, 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
1,854
Sales
(1,800
)
Issuances
—
Settlements
—
Transfers into Level 3
—
Transfers out of Level 3
—
Fair value, June 30, 2016
$
3,326
16
Table of Contents
The following tables provide quantitative information regarding our financial assets and liabilities that were disclosed at fair value at
June 30, 2016
and
December 31, 2015
:
June 30, 2016
Fair Value Measurements Using
($ in thousands)
Assets/
Liabilities
Disclosed at
Fair Value at 6/30/2016
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
$
136,273
—
136,273
—
Corporate securities
26,106
—
18,541
7,565
ABS
126
—
126
—
CMBS
4,556
—
4,556
—
Total HTM fixed income securities
$
167,061
—
159,496
7,565
Financial Liabilities
Short-term debt:
0.63% borrowings from FHLBI
$
15,001
—
15,001
—
1.25% borrowings from FHLBI
45,113
—
45,113
—
Total short-term debt
$
60,114
—
60,114
—
Long-term debt:
7.25% Senior Notes
$
61,003
—
61,003
—
6.70% Senior Notes
118,792
—
118,792
—
5.875% Senior Notes
194,176
194,176
—
—
Total long-term debt
$
373,971
194,176
179,795
—
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
—
17
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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 June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Premiums written:
Direct
$
665,862
621,408
$
1,312,140
1,220,191
Assumed
7,788
4,960
14,108
11,041
Ceded
(95,510
)
(94,235
)
(182,749
)
(181,011
)
Net
$
578,140
532,133
$
1,143,499
1,050,221
Premiums earned:
Direct
$
612,406
576,107
$
1,219,067
1,138,149
Assumed
7,171
5,093
13,441
11,001
Ceded
(87,645
)
(90,891
)
(178,118
)
(182,718
)
Net
$
531,932
490,309
$
1,054,390
966,432
Loss and loss expense incurred:
Direct
$
362,064
316,648
$
723,703
628,894
Assumed
6,140
4,228
12,495
8,890
Ceded
(69,725
)
(29,315
)
(140,575
)
(61,224
)
Net
$
298,479
291,561
$
595,623
576,560
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 June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Ceded premiums written
$
(63,906
)
(62,479
)
$
(117,154
)
(116,321
)
Ceded premiums earned
(56,667
)
(58,781
)
(113,481
)
(117,779
)
Ceded loss and loss expense incurred
(24,261
)
(14,684
)
(64,979
)
(20,933
)
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.
18
Table of Contents
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 June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Standard Commercial Lines:
Net premiums earned:
Commercial automobile
$
98,896
88,658
194,315
175,013
Workers compensation
75,251
70,954
151,251
139,431
General liability
129,283
119,207
257,368
234,178
Commercial property
73,591
66,549
143,769
131,112
Businessowners’ policies
24,651
23,178
48,555
45,877
Bonds
5,665
5,106
11,129
10,106
Other
3,940
3,553
7,779
7,021
Miscellaneous income
3,567
2,563
4,257
4,232
Total Standard Commercial Lines revenue
414,844
379,768
818,423
746,970
Standard Personal Lines:
Net premiums earned:
Personal automobile
35,881
36,740
71,661
73,750
Homeowners
33,411
33,731
66,311
67,452
Other
1,532
1,600
3,057
3,348
Miscellaneous income
301
291
561
591
Total Standard Personal Lines revenue
71,125
72,362
141,590
145,141
E&S Lines:
Net premiums earned:
General liability
35,452
28,793
70,974
55,519
Commercial property
11,716
10,464
23,160
20,119
Commercial automobile
2,663
1,776
5,061
3,506
Miscellaneous income
—
—
1
—
Total E&S Lines revenue
49,831
41,033
99,196
79,144
Investments:
Net investment income
31,182
32,230
61,951
59,147
Net realized investment gains (losses)
1,765
(3,420
)
(939
)
15,463
Total Investments revenue
32,947
28,810
61,012
74,610
Total revenues
$
568,747
521,973
1,120,221
1,045,865
Income Before Federal Income Tax
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Standard Commercial Lines:
Underwriting gain
$
40,173
35,241
71,105
65,277
GAAP combined ratio
90.2
%
90.7
91.3
91.2
Statutory combined ratio
88.6
90.1
89.1
89.9
Standard Personal Lines:
Underwriting gain (loss)
$
6,125
(4,655
)
14,730
(7,121
)
GAAP combined ratio
91.4
%
106.5
89.6
104.9
Statutory combined ratio
89.9
105.4
90.1
105.2
E&S Insurance Operations:
Underwriting loss
$
(2,521
)
(1,462
)
(1,103
)
(3,011
)
GAAP combined ratio
105.1
%
103.6
101.1
103.8
Statutory combined ratio
102.7
102.7
100.6
102.5
Investments:
Net investment income
$
31,182
32,230
61,951
59,147
Net realized investment gains (losses)
1,765
(3,420
)
(939
)
15,463
Total investment income, before federal income tax
32,947
28,810
61,012
74,610
Tax on investment income
8,275
6,254
14,538
18,572
Total investment income, after federal income tax
$
24,672
22,556
46,474
56,038
19
Table of Contents
Reconciliation of Segment Results to Income
Before Federal Income Tax
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Underwriting gain (loss), before federal income tax
Standard Commercial Lines
$
40,173
35,241
71,105
65,277
Standard Personal Lines
6,125
(4,655
)
14,730
(7,121
)
E&S Lines
(2,521
)
(1,462
)
(1,103
)
(3,011
)
Investment income, before federal income tax
32,947
28,810
61,012
74,610
Total all segments
76,724
57,934
145,744
129,755
Interest expense
(5,620
)
(5,612
)
(11,226
)
(11,216
)
General corporate and other expenses
(8,793
)
(5,557
)
(20,332
)
(15,484
)
Income before federal income tax
$
62,311
46,765
114,186
103,055
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 June 30,
Pension Plan
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Net Periodic Benefit Cost:
Service cost
$
—
1,912
1,606
3,825
Interest cost
3,101
3,407
6,203
6,816
Expected return on plan assets
(3,988
)
(3,990
)
(7,976
)
(7,981
)
Amortization of unrecognized net actuarial loss
1,481
1,644
2,961
3,287
Total net periodic cost
$
594
2,973
2,794
5,947
Pension Plan
Six Months ended June 30,
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 these costs. Historically, we calculated the 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. The decrease in service cost reflected in the table above is attributable to the discontinuation of benefit accruals for existing participants as of March 31, 2016.
We presently anticipate contributing approximately
$56 million
to the Pension Plan in
2016
,
$26.4 million
of which has been funded as of
June 30, 2016
.
20
Table of Contents
NOTE 10. Comprehensive Income
The components of comprehensive income, both gross and net of tax, for
Second Quarter
and
Six Months
2016
and
2015
were as follows:
Second Quarter 2016
($ in thousands)
Gross
Tax
Net
Net income
$
62,311
18,710
43,601
Components of OCI:
Unrealized gains (losses) on investment securities
:
Unrealized holding gains during period
55,675
19,487
36,188
Non-credit portion of OTTI recognized in OCI
(10
)
(4
)
(6
)
Amounts reclassified into net income:
HTM securities
(19
)
(7
)
(12
)
Realized gains on AFS securities
(1,762
)
(617
)
(1,145
)
Total unrealized gains on investment securities
53,884
18,859
35,025
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
1,517
532
985
Total defined benefit pension and post-retirement plans
1,517
532
985
Other comprehensive income
55,401
19,391
36,010
Comprehensive income
$
117,712
38,101
79,611
Second Quarter 2015
($ in thousands)
Gross
Tax
Net
Net income
$
46,765
12,997
33,768
Components of OCI:
Unrealized (losses) gains on investment securities
:
Unrealized holding losses during period
(60,244
)
(21,084
)
(39,160
)
Amounts reclassified into net income:
HTM securities
(185
)
(65
)
(120
)
Realized losses on AFS securities
3,422
1,197
2,225
Total unrealized losses on investment securities
(57,007
)
(19,952
)
(37,055
)
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 loss
(55,298
)
(19,354
)
(35,944
)
Comprehensive loss
$
(8,533
)
(6,357
)
(2,176
)
21
Table of Contents
Six Months 2016
($ in thousands)
Gross
Tax
Net
Net income
$
114,186
33,553
80,633
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
121,412
42,495
78,917
Non-credit portion of OTTI recognized in OCI
(10
)
(4
)
(6
)
Amounts reclassified into net income:
HTM securities
(91
)
(32
)
(59
)
Realized losses on AFS securities
937
328
609
Total unrealized gains on investment securities
122,248
42,787
79,461
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
3,033
1,062
1,971
Total defined benefit pension and post-retirement plans
3,033
1,062
1,971
Other comprehensive income
125,281
43,849
81,432
Comprehensive income
$
239,467
77,402
162,065
Six Months 2015
($ in thousands)
Gross
Tax
Net
Net income
$
103,055
29,579
73,476
Components of OCI:
Unrealized (losses) gains on investment securities
:
Unrealized holding losses during period
(36,267
)
(12,693
)
(23,574
)
Amounts reclassified into net income:
HTM securities
(446
)
(156
)
(290
)
Non-credit OTTI
357
125
232
Realized gains on AFS securities
(16,473
)
(5,766
)
(10,707
)
Total unrealized losses on investment securities
(52,829
)
(18,490
)
(34,339
)
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
3,418
1,196
2,222
Total defined benefit pension and post-retirement plans
3,418
1,196
2,222
Other comprehensive loss
(49,411
)
(17,294
)
(32,117
)
Comprehensive income
$
53,644
12,285
41,359
The balances of, and changes in, each component of AOCI (net of taxes) as of
June 30, 2016
were as follows:
June 30, 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
(6
)
—
78,917
78,911
—
78,911
Amounts reclassified from AOCI
—
(59
)
609
550
1,971
2,521
Net current period OCI
(6
)
(59
)
79,526
79,461
1,971
81,432
Balance, June 30, 2016
$
(288
)
135
124,609
124,456
(52,449
)
72,007
22
Table of Contents
The reclassifications out of AOCI were as follows:
Quarter ended June 30,
Six Months ended
June 30,
Affected Line Item in the Unaudited Consolidated Statement of Income
($ in thousands)
2016
2015
2016
2015
OTTI related
Non-credit OTTI on disposed securities
$
—
—
—
357
Net realized gains (losses)
—
—
—
357
Income before federal income tax
—
—
—
(125
)
Total federal income tax expense
—
—
—
232
Net income
HTM related
Unrealized losses on HTM disposals
60
87
88
137
Net realized gains (losses)
Amortization of net unrealized gains on HTM securities
(79
)
(272
)
(179
)
(583
)
Net investment income earned
(19
)
(185
)
(91
)
(446
)
Income before federal income tax
7
65
32
156
Total federal income tax expense
(12
)
(120
)
(59
)
(290
)
Net income
Realized losses (gains) on AFS and OTTI
Realized losses (gains) on AFS disposals and OTTI
(1,762
)
3,422
937
(16,473
)
Net realized gains (losses)
(1,762
)
3,422
937
(16,473
)
Income before federal income tax
617
(1,197
)
(328
)
5,766
Total federal income tax expense
(1,145
)
2,225
609
(10,707
)
Net income
Defined benefit pension and post-retirement life plans
Net actuarial loss
329
372
658
743
Loss and loss expense incurred
1,188
1,337
2,375
2,675
Policy acquisition costs
Total defined benefit pension and post-retirement life
1,517
1,709
3,033
3,418
Income before federal income tax
(532
)
(598
)
(1,062
)
(1,196
)
Total federal income tax expense
985
1,111
1,971
2,222
Net income
Total reclassifications for the period
$
(172
)
3,216
2,521
(8,543
)
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
June 30, 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.
23
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. (the "Parent"), 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
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
79%
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
12%
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
9%
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."
24
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
second
quarters ended
June 30, 2016
(“
Second Quarter 2016
”) and
June 30, 2015
(“
Second Quarter 2015
”) and the
six
-month periods ended
June 30, 2016
("
Six Months 2016
") and
June 30, 2015
("
Six Months 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
Second Quarter
and
Six Months
2016 and
Second Quarter
and
Six Months
2015
1
Quarter ended June 30,
Six Months ended June 30,
($ and shares in thousands, except per share amounts)
2016
2015
Change
% or Points
2016
2015
Change
% or Points
Generally Accepted Accounting Principles ("GAAP") measures:
Revenues
$
568,747
521,973
9
%
$
1,120,221
1,045,865
7
%
Net investment income earned
31,182
32,230
(3
)
61,951
59,147
5
Income before federal income tax
62,311
46,765
33
114,186
103,055
11
Net income
43,601
33,768
29
80,633
73,476
10
Diluted net income per share
0.74
0.58
28
1.38
1.27
9
Diluted weighted-average outstanding shares
58,598
57,805
1
58,552
57,761
1
GAAP combined ratio
91.8
%
94.1
(2.3
)
pts
92.0
%
94.3
(2.3
)
pts
Statutory combined ratio
90.1
93.5
(3.4
)
90.4
93.2
(2.8
)
Invested assets per dollar of stockholders' equity
$
3.39
3.76
(10
)
%
$
3.39
3.76
(10
)
%
After-tax yield on investments
1.8
%
2.0
(0.2
)
pts
1.8
%
1.9
(0.1
)
pts
Annualized return on average equity ("ROE")
11.5
10.3
1.2
10.9
11.4
(0.5
)
Non-GAAP measures:
Operating income
2
$
42,454
35,991
18
%
$
81,244
63,425
28
%
Diluted operating income per share
2
0.72
0.62
16
1.39
1.10
26
Annualized operating ROE
2
11.2
%
11.0
0.2
pts
11.0
%
9.8
1.2
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. Annualized operating ROE is calculated by dividing annualized operating income by average stockholders’ equity.
25
Table of Contents
The following table reconciles operating income and net income for the periods presented above:
Quarter ended June 30,
Six Months ended June 30,
($ in thousands, except per share amounts)
2016
2015
2016
2015
Operating income
$
42,454
35,991
$
81,244
63,425
Net realized gains (losses), net of tax
1,147
(2,223
)
(611
)
10,051
Net income
$
43,601
33,768
$
80,633
73,476
Diluted operating income per share
$
0.72
0.62
$
1.39
1.10
Diluted net realized gains (losses) per share
0.02
(0.04
)
(0.01
)
0.17
Diluted net income per share
$
0.74
0.58
$
1.38
1.27
It is our goal to average an operating ROE that is at least 300 basis points in excess of our weighted-average cost of capital. At
June 30, 2016
, our weighted-average cost of capital was
7.8%
. Our ROE contributions by component are as follows:
ROE
Quarter ended June 30,
Six Months ended June 30,
2016
2015
2016
2015
Insurance Segments
7.5
%
5.8
7.5
%
5.5
Investment income
1
6.2
7.5
6.4
7.1
Other
(2.5
)
(2.3
)
(2.9
)
(2.8
)
Annualized operating ROE
11.2
11.0
11.0
9.8
Net realized gains (losses)
1
0.3
(0.7
)
(0.1
)
1.6
Annualized ROE
11.5
%
10.3
10.9
%
11.4
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 annualized operating ROE is the GAAP combined ratio. The following table provides a quantitative foundation for analyzing this ratio:
All Lines
Quarter ended June 30,
Change % or Points
Six Months ended June 30,
Change % or Points
($ in thousands)
2016
2015
2016
2015
GAAP Insurance Operations Results:
NPW
$
578,140
532,133
9
%
$
1,143,499
1,050,221
9
%
Net premiums earned (“NPE”)
531,932
490,309
8
1,054,390
966,432
9
Less:
Loss and loss expense incurred
298,479
291,561
2
595,623
576,560
3
Net underwriting expenses incurred
188,058
167,780
12
370,764
331,358
12
Dividends to policyholders
1,618
1,844
(12
)
3,271
3,369
(3
)
Underwriting gain
$
43,777
29,124
50
%
$
84,732
55,145
54
%
GAAP Ratios:
Loss and loss expense ratio
56.1
%
59.5
(3.4
)
pts
56.5
%
59.7
(3.2
)
pts
Underwriting expense ratio
35.4
34.2
1.2
35.2
34.3
0.9
Dividends to policyholders ratio
0.3
0.4
(0.1
)
0.3
0.3
—
Combined ratio
91.8
94.1
(2.3
)
92.0
94.3
(2.3
)
Statutory Ratios:
Loss and loss expense ratio
56.0
59.5
(3.5
)
56.4
59.7
(3.3
)
Underwriting expense ratio
33.8
33.6
0.2
33.7
33.2
0.5
Dividends to policyholders ratio
0.3
0.4
(0.1
)
0.3
0.3
—
Combined ratio
90.1
%
93.5
(3.4
)
pts
90.4
%
93.2
(2.8
)
pts
26
Table of Contents
The GAAP combined ratio improved by 2.3 points in both Second Quarter and Six Months 2016 compared to the same periods last year. 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 and Midwest storms. Quantitative details are as follows:
Second Quarter 2016
Second Quarter 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses
Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
8.4
1.6
pts
$
24.0
4.9
pts
(3.3
)
pts
Non-catastrophe property losses
64.3
12.1
70.5
14.4
(2.3
)
Six Months 2016
Six Months 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses
Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
22.8
2.2
pts
$
49.3
5.1
pts
(2.9
)
pts
Non-catastrophe property losses
130.8
12.4
141.5
14.6
(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 June 30,
Six Months ended June 30,
($ in millions)
2016
2015
2016
2015
General liability
$
(11.0
)
(16.0
)
$
(22.0
)
(36.0
)
Commercial automobile
8.0
2.0
13.0
3.0
Workers compensation
(9.0
)
(8.0
)
(21.0
)
(13.0
)
Businessowners' policies
—
1.0
—
4.0
Total Standard Commercial Lines
(12.0
)
(21.0
)
(30.0
)
(42.0
)
E&S
2.0
1.0
3.0
2.0
Total (favorable) prior year casualty reserve development
$
(10.0
)
(20.0
)
$
(27.0
)
(40.0
)
(Favorable) impact on loss ratio
(1.9
)
pts
(4.1
)
(2.6
)
pts
(4.1
)
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 in both Second Quarter and Six Months 2016 compared to the same periods last year.
Investments Segment
In total, our investment segment contributed 6.5 points to our overall annualized ROE in
Second Quarter 2016
, compared to 6.8 points in
Second Quarter 2015
, and 6.3 points in
Six Months 2016
, compared to 8.7 points in
Six Months 2015
. The primary driver of the 2.4-point decrease for the year-to-date period was a $16.4 million decrease in pre-tax net realized gains this year compared to last, the timing of which is largely subjective from one period to the next.
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 celebrated 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. 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.
27
Table of Contents
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. We are also working to identify points of friction in the customer's experience between us and our distribution partners. These friction points provide opportunities for us to increase efficiency and improve the customer's impression of both us and our distribution partner. Customers expect this level of service and access from every company with which they conduct business. We view omni-channel service delivery as a key to future success in our industry and we will continue to focus our efforts in this area in 2016.
In
Six Months 2016
, our statutory combined ratio was 90.4%, which included 2.2 points of catastrophe losses and 2.6 points of favorable prior year casualty reserve development. Based on these results and our expectations for the remainder of the year, we are revising our guidance for full-year 2016 to the following:
•
An ex-catastrophe combined ratio of approximately 89.5%, which is an improvement of 1.5 points from our previous guidance of 91%. This assumes no additional prior year casualty reserve development;
•
3.5 points of catastrophe losses;
•
After-tax investment income of approximately $95 million; and
•
Weighted average shares of approximately 58.5 million.
Our goal is to generate an operating ROE that is 300 basis points in excess of our weighted average cost of capital, which was 7.8% as of June 30, 2016. In Six Months 2016, our annualized operating ROE was 11.0%.
Results of Operations and Related Information by Segment
Standard Commercial Lines
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
449,008
410,821
9
%
$
904,071
826,079
9
%
NPE
411,277
377,205
9
814,166
742,738
10
Less:
Loss and loss expense incurred
221,618
210,088
5
444,968
416,236
7
Net underwriting expenses incurred
147,868
130,032
14
294,822
257,856
14
Dividends to policyholders
1,618
1,844
(12
)
3,271
3,369
(3
)
Underwriting gain
$
40,173
35,241
14
%
$
71,105
65,277
9
%
GAAP Ratios:
Loss and loss expense ratio
53.9
%
55.7
(1.8
)
pts
54.7
%
56.0
(1.3
)
pts
Underwriting expense ratio
35.9
34.5
1.4
36.2
34.7
1.5
Dividends to policyholders ratio
0.4
0.5
(0.1
)
0.4
0.5
(0.1
)
Combined ratio
90.2
90.7
(0.5
)
91.3
91.2
0.1
Statutory Ratios:
Loss and loss expense ratio
53.8
55.7
(1.9
)
54.5
56.1
(1.6
)
Underwriting expense ratio
34.4
33.9
0.5
34.2
33.3
0.9
Dividends to policyholders ratio
0.4
0.5
(0.1
)
0.4
0.5
(0.1
)
Combined ratio
88.6
%
90.1
(1.5
)
pts
89.1
%
89.9
(0.8
)
pts
The increases in NPW in
Second Quarter
and
Six Months
2016 compared to
Second Quarter
and
Six Months
2015 were driven by: (i) increases in direct new business; (ii) renewal pure price increases; and (iii) strong retention.
Quarter ended June 30,
Six Months ended June 30,
($ in millions)
2016
2015
2016
2015
Retention
83
%
83
83
%
83
Renewal pure price increases
2.6
3.0
2.7
3.3
Direct new business
$
95.5
89.9
$
183.2
178.4
28
Table of Contents
The NPE increases in
Second Quarter
and
Six Months
2016 compared to
Second Quarter
and
Six Months
2015 were consistent with the fluctuation in NPW for the twelve-month period ended
June 30, 2016
compared with the twelve-month period ended
June 30, 2015
.
The GAAP loss and loss expense ratio improved 1.8 points in
Second Quarter 2016
compared to
Second Quarter 2015
and 1.3 points in Six Months 2016 compared to Six Months 2015. These improvements were driven by lower catastrophe losses and non-catastrophe property losses, which were partially offset by lower favorable prior year casualty reserve development. Information regarding these drivers is as follows:
Second Quarter 2016
Second Quarter 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
3.6
0.9
pts
$
13.6
3.6
pts
(2.7
)
pts
Non-catastrophe property losses
41.6
10.1
42.4
11.2
(1.1
)
Favorable prior year casualty reserve development
(12.0
)
(2.9
)
(21.0
)
(5.6
)
2.7
Six Months 2016
Six Months 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses Incurred
Impact on
Loss Ratio
Change in Ratio
Catastrophe losses
$
15.3
1.9
pts
$
32.3
4.3
pts
(2.4
)
pts
Non-catastrophe property losses
85.2
10.5
82.9
11.2
(0.7
)
Favorable prior year casualty reserve development
(30.0
)
(3.7
)
(42.0
)
(5.7
)
2.0
For additional information regarding the favorable prior year casualty reserve development by line of business, see the "Financial Highlights" section above and the line of business discussions below.
The increases in the GAAP underwriting expense ratio in the quarter and year-to-date periods of 1.4 points and 1.5 points, respectively, were primarily attributable to higher supplemental commission expense to our distribution partners of approximately 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 June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
Statutory NPW
$
145,489
134,636
8
%
$
290,195
265,118
9
%
Direct new business
28,865
27,176
6
54,976
52,405
5
Retention
83
%
83
—
pts
83
%
83
—
pts
Renewal pure price increases
1.6
2.8
(1.2
)
1.8
3.1
(1.3
)
Statutory NPE
$
129,283
119,207
8
%
$
257,368
234,178
10
%
Statutory combined ratio
83.5
%
77.6
5.9
pts
83.4
%
75.3
8.1
pts
% of total statutory Standard Commercial Lines NPW
32
33
32
32
29
Table of Contents
The statutory combined ratio increases in
Second Quarter
and
Six Months 2016
compared to the same prior year periods were driven by lower favorable prior year casualty reserve development as illustrated in the tables below:
Second Quarter 2016
Second 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
)
(8.5
)
pts
$
(16.0
)
(13.4
)
pts
4.9
pts
Six Months 2016
Six Months 2015
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(22.0
)
(8.5
)
pts
$
(36.0
)
(15.4
)
pts
6.9
pts
The significant drivers of the development were as follows:
•
Second Quarter and Six Months 2016: Development was primarily attributable to lower claims frequencies and severities in the 2012 through 2014 accident years.
•
Second Quarter and Six Months 2015: Development was primarily attributable to continued lower claims frequencies in the 2009 through 2013 accident years.
Commercial Automobile
Quarter ended June 30,
Change
% or
Points
Six Months ended June 30,
Change
% or
Points
($ in thousands)
2016
2015
2016
2015
Statutory NPW
$
108,888
97,019
12
%
$
217,096
193,606
12
%
Direct new business
20,682
18,490
12
39,272
36,855
7
Retention
84
%
83
1
pts
84
%
83
1
pts
Renewal pure price increases
4.8
3.9
0.9
4.9
3.9
1.0
Statutory NPE
$
98,896
88,658
12
%
$
194,315
175,013
11
%
Statutory combined ratio
107.0
%
100.6
6.4
pts
106.0
%
100.0
6.0
pts
% of total statutory Standard Commercial Lines NPW
24
24
24
23
The 6.4-point increase in the statutory combined ratio in
Second Quarter 2016
compared to
Second Quarter 2015
and the 6.0-point increase in the statutory combined ratio in
Six Months 2016
compared to
Six Months 2015
was primarily due to higher unfavorable prior year casualty reserve development.
Quantitative information regarding the development and non-catastrophe property losses is as follows:
Second Quarter 2016
Second 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
$
8.0
8.1
$
2.0
2.3
5.8
pts
Non-catastrophe property losses
14.5
14.7
12.7
14.3
0.4
Six Months 2016
Six Months 2015
($ in millions)
Losses Incurred
Impact on
Loss Ratio
Losses Incurred
Impact on
Loss Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
13.0
6.7
$
3.0
1.7
5.0
pts
Non-catastrophe property losses
29.8
15.3
25.9
14.8
0.5
Unfavorable prior year casualty reserve development in
Second Quarter
and
Six Months
2016 was primarily due to higher claims frequencies in the 2015 accident year, as well as higher severities in the 2011 and 2013 accident years.
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Table of Contents
Workers Compensation
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
Statutory NPW
$
79,074
75,471
5
%
$
170,386
159,276
7
%
Direct new business
17,081
18,158
(6
)
34,811
38,278
(9
)
Retention
84
%
83
1
pts
84
%
83
1
pts
Renewal pure price increases
1.3
2.8
(1.5
)
1.5
3.1
(1.6
)
Statutory NPE
$
75,251
70,954
6
%
$
151,251
139,431
8
%
Statutory combined ratio
87.7
%
89.2
(1.5
)
pts
84.3
%
89.9
(5.6
)
pts
% of total statutory Standard Commercial Lines NPW
18
18
19
19
The decreases in the statutory combined ratio in
Second Quarter
and
Six Months
2016 compared to the same prior year periods were due to the following:
•
Favorable prior year casualty reserve development of $9.0 million, or 12.0 points, in
Second Quarter 2016
related primarily to lower severities in accident years 2013 and prior, compared to $8.0 million, or 11.3 points, in
Second Quarter 2015
; and
•
Favorable prior year casualty reserve development of $21.0 million, or 13.9 points, in
Six Months 2016
related primarily to lower severities in accident years 2013 and prior, compared to $13.0 million, or 9.3 points, in
Six Months 2015
.
Commercial Property
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
Statutory NPW
$
79,354
70,736
12
%
$
154,998
141,634
9
%
Direct new business
20,339
18,832
8
38,149
36,727
4
Retention
82
%
82
—
pts
82
%
82
—
pts
Renewal pure price increases
2.7
2.7
—
2.5
2.8
(0.3
)
Statutory NPE
$
73,591
66,549
11
%
$
143,769
131,112
10
%
Statutory combined ratio
78.2
%
95.3
(17.1
)
pts
84.8
%
96.9
(12.1
)
pts
% of total statutory Standard Commercial Lines NPW
18
17
17
17
The 17.1-point decrease in the statutory combined ratio in
Second Quarter 2016
compared to
Second Quarter 2015
and the 12.1-point decrease in the statutory combined ratio in
Six Months 2016
compared to
Six Months 2015
were driven by: (i) lower catastrophe losses; and (ii) lower non-catastrophe property losses.
Quantitative information regarding the development and non-catastrophe property losses is as follows:
Second Quarter 2016
Second Quarter 2015
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
% or
Points
Catastrophe losses
$
2.9
4.0
pts
$
11.0
16.5
pts
(12.5
)
pts
Non-catastrophe property losses
23.2
31.5
23.7
35.6
(4.1
)
Six Months 2016
Six Months 2015
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
% or
Points
Catastrophe losses
$
13.1
9.1
pts
$
26.1
19.9
pts
(10.8
)
pts
Non-catastrophe property losses
46.3
32.2
45.2
34.5
(2.3
)
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Table of Contents
Standard Personal Lines
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
75,576
75,986
(1
)
%
$
137,545
141,010
(2
)
%
NPE
70,824
72,071
(2
)
141,029
144,550
(2
)
Less:
Loss and loss expense incurred
42,212
53,933
(22
)
81,907
106,902
(23
)
Net underwriting expenses incurred
22,487
22,793
(1
)
44,392
44,769
(1
)
Underwriting gain (loss)
$
6,125
(4,655
)
232
%
$
14,730
(7,121
)
307
%
GAAP Ratios:
Loss and loss expense ratio
59.6
%
74.8
(15.2
)
pts
58.1
%
74.0
(15.9
)
pts
Underwriting expense ratio
31.8
31.7
0.1
31.5
30.9
0.6
Combined ratio
91.4
106.5
(15.1
)
89.6
104.9
(15.3
)
Statutory Ratios:
Loss and loss expense ratio
59.6
75.0
(15.4
)
58.1
74.2
(16.1
)
Underwriting expense ratio
30.3
30.4
(0.1
)
32.0
31.0
1.0
Combined ratio
89.9
%
105.4
(15.5
)
pts
90.1
%
105.2
(15.1
)
pts
The decreases in NPW for the quarter and year-to-date periods were primarily driven by new business that were not sufficient to compensate for the attrition reflected in the 2016 retention ratios illustrated in the table below.
Quarter ended June 30,
Six Months ended June 30,
($ in millions)
2016
2015
2016
2015
New business
$
9.6
8.6
$
17.0
15.9
Retention
83
%
82
82
%
81
Renewal pure price increases
5.2
6.7
5.1
6.8
The NPE decreases in
Second Quarter
and
Six Months
2016 compared to
Second Quarter
and
Six Months
2015 were consistent with the fluctuations in NPW for the twelve-month period ended
June 30, 2016
compared with the twelve-month period ended
June 30, 2015
.
The GAAP loss and loss expense ratio decreased 15.2 points in Second Quarter 2016 compared to Second Quarter 2015 and 15.9 points in Six Months 2016 compared to Six Months 2015. The drivers of these fluctuations were as follows:
Second Quarter 2016
Second 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
$
2.1
3.0
pts
$
8.3
11.5
pts
(8.5
)
pts
Non-catastrophe property losses
18.4
25.9
22.8
31.7
(5.8
)
Flood claims handling fees
(0.9
)
(1.3
)
(0.7
)
(1.0
)
(0.3
)
Six Months 2016
Six Months 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
$
4.3
3.1
pts
14.6
10.1
pts
(7.0
)
pts
Non-catastrophe property losses
34.7
24.6
47.0
32.5
(7.9
)
Flood claims handling fees
(2.0
)
(1.4
)
(1.2
)
(0.9
)
(0.5
)
The increase in the GAAP underwriting expense ratio in Six Months 2016 compared to Six Months 2015 was primarily driven by increased costs associated with: (i) capital technology improvements; and (ii) underwriting expenses from third-party data vendors.
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Table of Contents
E&S Insurance Operations
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
Change
% or
Points
2016
2015
Change
% or
Points
GAAP Insurance Operations Results:
NPW
$
53,556
45,326
18
%
$
101,883
83,132
23
%
NPE
49,831
41,033
21
99,195
79,144
25
Less:
Loss and loss expense incurred
34,649
27,540
26
68,748
53,422
29
Net underwriting expenses incurred
17,703
14,955
18
31,550
28,733
10
Underwriting loss
$
(2,521
)
(1,462
)
(72
)
%
$
(1,103
)
(3,011
)
63
%
GAAP Ratios:
Loss and loss expense ratio
69.5
%
67.1
2.4
pts
69.3
%
67.5
1.8
pts
Underwriting expense ratio
35.6
36.5
(0.9
)
31.8
36.3
(4.5
)
Combined ratio
105.1
103.6
1.5
101.1
103.8
(2.7
)
Statutory Ratios:
Loss and loss expense ratio
69.6
67.2
2.4
69.3
67.4
1.9
Underwriting expense ratio
33.1
35.5
(2.4
)
31.3
35.1
(3.8
)
Combined ratio
102.7
%
102.7
—
pts
100.6
%
102.5
(1.9
)
pts
The increases in NPW for both the quarter and year-to-date periods, compared to the same periods last year, were primarily driven by price increases of 4.8% and 4.1%, respectively, coupled with strong new business as indicated in the table below:
Quarter ended June 30,
Six Months ended June 30,
($ in millions)
2016
2015
2016
2015
Direct new business
$
25.4
25.6
47.9
47.1
The NPE increases in
Second Quarter
and
Six Months
2016, compared to
Second Quarter
and
Six Months
2015, were consistent with the fluctuations in NPW for the twelve-month period ended
June 30, 2016
compared with the twelve-month period ended
June 30, 2015
.
The GAAP loss and loss expense ratio increased by 2.4 points in
Second Quarter 2016
and 1.8 points in
Six Months 2016
compared to the same prior year periods. These variances reflect a 3.7-point increase in current year loss costs in both Second Quarter and Six Months 2016, as well as higher unfavorable prior year casualty reserve development. Quantitative information is as follows:
Second Quarter 2016
Second 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
$
4.4
8.7
pts
$
5.2
12.7
pts
(4.0
)
pts
Unfavorable prior year casualty development
2.0
4.0
1.0
2.4
1.6
Six Months 2016
Six Months 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
$
10.8
10.9
pts
$
11.7
14.8
pts
(3.9
)
pts
Unfavorable prior year casualty development
3.0
3.0
2.0
2.6
0.4
33
Table of Contents
The GAAP underwriting expense ratio decreased by 0.9 points in
Second Quarter 2016
and 4.5 points in
Six Months 2016
, compared to the same prior year periods, primarily due to the following:
•
A 0.7-point reduction in
Second Quarter 2016
and 2.1-point reduction in
Six Months 2016
from a lower annual cash incentive plan payment for employees in this segment based on 2015 underwriting results; and
•
A 0.5-point decrease in
Second Quarter 2016
and 1.2-point decrease in
Six Months 2016
from 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 growth in premiums earned in
Second Quarter
and
Six Months
2016 compared to last year has more than outpaced the increase in fixed expenses, thus reducing the expense ratio.
Reinsurance
We have successfully completed negotiations of our July 1, 2016 excess of loss treaties, which continue to incorporate coverage for our Standard Commercial Lines, Standard Personal Lines, and E&S Lines. The renewal of these treaties included some enhancements in terms and conditions, with the same structure as the expiring treaties as follows:
Property Excess of Loss
The property excess of loss treaty ("Property Treaty") continues to provide $58.0 million of coverage in excess of a $2.0 million retention:
•
The per occurrence cap on the first and second layers is $84.0 million.
•
The first layer has unlimited reinstatements and a limit of $8.0 million in excess of $2.0 million.
•
The annual aggregate limit for the $30.0 million in excess of $10.0 million second layer is $120.0 million.
•
A third layer has a limit of $20.0 million excess of $40.0 million with an annual aggregate limit of approximately $70.0 million.
•
The Property Treaty excludes nuclear, biological, chemical, and radiological ("NBCR") terrorism losses.
Casualty Excess of Loss
The casualty excess of loss treaty (“Casualty Treaty”) continues to provide $88.0 million of coverage in excess of a $2.0 million retention:
•
The first through sixth layers provide coverage for 100% of up to $88.0 million in excess of a $2.0 million retention.
•
The Casualty Treaty includes a $25.0 million limit, per life, on our workers compensation business, which is a $4.0 million increase from the prior treaty.
•
The Casualty Treaty excludes NBCR terrorism losses and continues to have annual aggregate non-NBCR terrorism limits of $208.0 million.
Investments
Our investment philosophy includes certain return and risk objectives for the fixed income, equity, and other investment portfolios. Although yield and income generation remain the key drivers to our investment strategy, our overall philosophy is to invest with a long-term horizon along with predominantly a “buy-and-hold,” low turnover approach.
Total Invested Assets
($ in thousands)
June 30, 2016
December 31, 2015
Change % or Points
Total invested assets
$
5,266,523
5,089,269
3
%
Unrealized gain – before tax
191,471
69,224
177
Unrealized gain – after tax
124,456
44,996
177
Invested assets per dollar of stockholders' equity
3.39
3.64
(7
)
Annualized after-tax yield on investment portfolio
1.8
1.9
(0.1
)
pts
The increase in invested assets at
June 30, 2016
compared to December 31, 2015 was driven by a $122.2 million increase in unrealized gains, primarily on our fixed income securities portfolio, as well as operating cash flow of $59.1 million. During Six Months 2016, interest rates on the 10-year U.S. Treasury Note fell by 80 basis points, which drove the increase in unrealized gains on the fixed income securities portfolio. 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.
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Table of Contents
Fixed Income Securities
At
June 30, 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
June 30, 2016
was
3.7
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 both
June 30, 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 represented 53% of the total municipal bond portfolio as of June 30, 2016 and had 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.
Net Investment Income
The components of net investment income earned for the indicated periods were as follows:
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Fixed income securities
$
31,753
30,659
63,397
61,626
Equity securities
2,204
2,384
4,434
4,176
Short-term investments
142
23
301
48
Other investments
(611
)
1,422
(1,677
)
(2,118
)
Investment expenses
(2,306
)
(2,258
)
(4,504
)
(4,585
)
Net investment income earned – before tax
31,182
32,230
61,951
59,147
Net investment income tax expense
(7,657
)
(7,451
)
(14,866
)
(13,160
)
Net investment income earned – after tax
$
23,525
24,779
47,085
45,987
Effective tax rate
24.6
%
23.1
24.0
22.2
Annualized after-tax yield on fixed income securities
2.0
2.1
2.0
2.1
Annualized after-tax yield on investment portfolio
1.8
2.0
1.8
1.9
Income on our fixed income securities portfolio increased in both Second Quarter and Six Months 2016, reflecting a higher asset base in this portfolio. However, losses on the alternative investments within our other investment portfolio more than offset this increase in Second Quarter 2016, resulting in a slight reduction in income compared to Second 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. Net realized gains for the indicated periods were as follows:
Quarter ended June 30,
Six Months ended June 30,
($ in thousands)
2016
2015
2016
2015
Net realized gains, excluding OTTI
$
2.3
1.1
3.2
22.0
OTTI
(0.5
)
(4.5
)
(4.1
)
(6.5
)
Total net realized gains (losses)
1.8
(3.4
)
(0.9
)
15.5
Net realized gains excluding OTTI in Six Months 2015 reflect the sale of AFS equity securities related to a change in our dividend strategy from a quantitative, model-driven stock selection strategy to a fundamentally-based stock selection approach.
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.
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Table of Contents
Federal Income Taxes
The following table provides information regarding federal income taxes:
Quarter ended June 30,
Six Months ended June 30,
($ in million)
2016
2015
2016
2015
Federal income tax expense
$
18.7
13.0
33.6
29.6
Effective tax rate
30
%
28
29
29
Federal income tax expense increased in
Second Quarter
and
Six Months
2016 compared with the same prior year periods due to higher underwriting income. This increase in underwriting income was partially offset by a decrease in net realized gains in Six Months 2016 compared to Six Months 2015. The effective tax rate remained consistent with the comparable prior year periods, as tax-advantaged income remained flat compared to the increase 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
$207 million
at
June 30, 2016
was comprised of
$30 million
at the Parent and
$177 million
at the Insurance Subsidiaries. Short-term investments are generally maintained in "AAA" rated money market funds approved by the National Association of Insurance Commissioners. The Parent maintains a fixed income security investment portfolio containing high-quality, highly-liquid government and corporate fixed income securities. This portfolio amounted to
$63 million
at
June 30, 2016
, consistent with
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
$31 million
were paid during
Six Months 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 became effective on July 1, 2016. These changes did not 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
3.7 years
as of
June 30, 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.
36
Table of Contents
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 June 30, 2016
Actual as of June 30, 2016
Consolidated net worth
$1.0 billion
$1.6 billion
Statutory surplus
Not less than $750 million
$1.5 billion
Debt-to-capitalization ratio
1
Not to exceed 35%
20.4%
A.M. Best financial strength rating
Minimum of A-
A
1
Calculated in accordance with the Line of Credit agreement.
Several of our Insurance Subsidiaries are members of certain branches of the Federal Home Loan Bank, which provides those subsidiaries with additional access to liquidity. Membership is as follows:
Branch
Insurance Subsidiary Member
Federal Home Loan Bank of Indianapolis ("FHLBI")
Selective Insurance Company of South Carolina ("SICSC")
1
Selective Insurance Company of the Southeast ("SICSE")
1
Federal Home Loan Bank of New York ("FHLBNY")
Selective Insurance Company of America ("SICA")
Selective Insurance Company of New York ("SICNY")
1
These subsidiaries are jointly referred to as the "Indiana Subsidiaries" as they are domiciled in Indiana.
The Line of Credit permits aggregate borrowings from the FHLBI and the FHLBNY up to 10% of the respective member company’s admitted assets for the previous year. Additionally, the FHLBNY limits borrowings by SICA and SICNY to 5% of admitted assets for the previous year. All borrowings from both the FHLBI and the FHLBNY are required to be secured by investments pledged as collateral. For additional information regarding collateral outstanding, refer to Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q. The following table provides information on the remaining capacity for Federal Home Loan Bank borrowings based on these restrictions, as well as the amount of additional stock that would need to be purchased to allow these member companies to borrow their remaining capacity:
($ in millions)
Admitted Assets
as of December 31, 2015
Borrowing Limitation
Amount Borrowed
Remaining Capacity
Additional Stock Requirements
As of June 30, 2016
SICSC
1
$
594.3
$
59.4
32.0
27.4
1.2
SICSE
1
461.8
46.2
28.0
18.2
0.8
SICA
1
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
1
On July 21, 2016, SICA borrowed $25 million from the FHLBNY which is due in 2021. On July 22, 2016, SICSC and SICSE repaid $5 million and $10 million, respectively, on their borrowing from the FHLBI.
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Intercompany Loan Agreements
The Parent has lending agreements with the Indiana Subsidiaries that have been approved by the Indiana Department of Insurance, which provide additional liquidity to the Parent. Similar to the Line of Credit agreement, these lending agreements limit borrowings by the Parent from the Indiana Subsidiaries to 10% of the admitted assets of the respective Indiana Subsidiary. The following table provides information on the Parent’s borrowings and remaining borrowing capacity from the Indiana Subsidiaries:
($ in millions)
Admitted Assets
as of December 31, 2015
Borrowing Limitation
Amount Borrowed
Remaining Capacity
As of June 30, 2016
SICSC
$
594.3
$
59.4
29.7
29.7
SICSE
461.8
46.2
18.3
27.9
Total
$
105.6
48.0
57.6
Capital Market Activities
The Parent had no private or public issuances of stock or debt instruments during Six Months 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 are
$15 million
, which was paid in July 2016 and
$45 million
, which is due in December 2016. Subsequent to these payments, our next principal repayment is due in 2021, which is the FHLBNY borrowing made in July 2016.
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.
Short-term Borrowings
There were no balances outstanding under the Line of Credit at
June 30, 2016
or at any time during 2016. In Six Months 2016, SICA borrowed an aggregate amount of $55 million through three short-term borrowings from FHLBNY. None of these borrowings remained outstanding at June 30, 2016. For additional information regarding these and other borrowings, see Note 5. "Indebtedness" in Item 1. "Financial Statements." of this Form 10-Q.
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
June 30, 2016
, we had statutory surplus of $1.5 billion and GAAP stockholders’ equity of
$1.6 billion
. With total debt of
$388 million
, our debt-to-capital ratio was approximately
20%
.
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.
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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
$26.86
as of
June 30, 2016
, up from
$24.37
as of
December 31, 2015
, due to
$1.38
in net income and
$1.37
in unrealized gains on our investment portfolio, partially offset by
$0.30
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 86 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
Standard & Poor's Rating Services
A-
Positive
Moody's Investor Services
A2
Stable
Fitch Ratings
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
June 30, 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.
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
. Additionally, as of June 30, 2016, we had contractual obligations that expire in 2019 to invest $15 million in a non-publicly traded common stock within our AFS portfolio. 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
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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
Six Months 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
June 30, 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.
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
Second 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
April 1 – 30, 2016
3,826
$
35.78
—
—
May 1 - 31, 2016
10,946
36.54
—
—
June 1 - 30, 2016
985
37.30
—
—
Total
15,757
$
36.40
—
—
1
During
Second Quarter 2016
,
4,811
shares were purchased from employees in connection with the vesting of restricted stock units and
10,946
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.
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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
July 28, 2016
Gregory E. Murphy
Chairman of the Board and Chief Executive Officer
By: /s/ Dale A. Thatcher
July 28, 2016
Dale A. Thatcher
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
By: /s/ Anthony D. Harnett
July 28, 2016
Anthony D. Harnett
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
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