Companies:
10,796
total market cap:
$142.121 T
Sign In
๐บ๐ธ
EN
English
$ USD
โฌ
EUR
๐ช๐บ
โน
INR
๐ฎ๐ณ
ยฃ
GBP
๐ฌ๐ง
$
CAD
๐จ๐ฆ
$
AUD
๐ฆ๐บ
$
NZD
๐ณ๐ฟ
$
HKD
๐ญ๐ฐ
$
SGD
๐ธ๐ฌ
Global ranking
Ranking by countries
America
๐บ๐ธ United States
๐จ๐ฆ Canada
๐ฒ๐ฝ Mexico
๐ง๐ท Brazil
๐จ๐ฑ Chile
Europe
๐ช๐บ European Union
๐ฉ๐ช Germany
๐ฌ๐ง United Kingdom
๐ซ๐ท France
๐ช๐ธ Spain
๐ณ๐ฑ Netherlands
๐ธ๐ช Sweden
๐ฎ๐น Italy
๐จ๐ญ Switzerland
๐ต๐ฑ Poland
๐ซ๐ฎ Finland
Asia
๐จ๐ณ China
๐ฏ๐ต Japan
๐ฐ๐ท South Korea
๐ญ๐ฐ Hong Kong
๐ธ๐ฌ Singapore
๐ฎ๐ฉ Indonesia
๐ฎ๐ณ India
๐ฒ๐พ Malaysia
๐น๐ผ Taiwan
๐น๐ญ Thailand
๐ป๐ณ Vietnam
Others
๐ฆ๐บ Australia
๐ณ๐ฟ New Zealand
๐ฎ๐ฑ Israel
๐ธ๐ฆ Saudi Arabia
๐น๐ท Turkey
๐ท๐บ Russia
๐ฟ๐ฆ South Africa
>> All Countries
Ranking by categories
๐ All assets by Market Cap
๐ Automakers
โ๏ธ Airlines
๐ซ Airports
โ๏ธ Aircraft manufacturers
๐ฆ Banks
๐จ Hotels
๐ Pharmaceuticals
๐ E-Commerce
โ๏ธ Healthcare
๐ฆ Courier services
๐ฐ Media/Press
๐ท Alcoholic beverages
๐ฅค Beverages
๐ Clothing
โ๏ธ Mining
๐ Railways
๐ฆ Insurance
๐ Real estate
โ Ports
๐ผ Professional services
๐ด Food
๐ Restaurant chains
โ๐ป Software
๐ Semiconductors
๐ฌ Tobacco
๐ณ Financial services
๐ข Oil&Gas
๐ Electricity
๐งช Chemicals
๐ฐ Investment
๐ก Telecommunication
๐๏ธ Retail
๐ฅ๏ธ Internet
๐ Construction
๐ฎ Video Game
๐ป Tech
๐ฆพ AI
>> All Categories
ETFs
๐ All ETFs
๐๏ธ Bond ETFs
๏ผ Dividend ETFs
โฟ Bitcoin ETFs
โข Ethereum ETFs
๐ช Crypto Currency ETFs
๐ฅ Gold ETFs & ETCs
๐ฅ Silver ETFs & ETCs
๐ข๏ธ Oil ETFs & ETCs
๐ฝ Commodities ETFs & ETNs
๐ Emerging Markets ETFs
๐ Small-Cap ETFs
๐ Low volatility ETFs
๐ Inverse/Bear ETFs
โฌ๏ธ Leveraged ETFs
๐ Global/World ETFs
๐บ๐ธ USA ETFs
๐บ๐ธ S&P 500 ETFs
๐บ๐ธ Dow Jones ETFs
๐ช๐บ Europe ETFs
๐จ๐ณ China ETFs
๐ฏ๐ต Japan ETFs
๐ฎ๐ณ India ETFs
๐ฌ๐ง UK ETFs
๐ฉ๐ช Germany ETFs
๐ซ๐ท France ETFs
โ๏ธ Mining ETFs
โ๏ธ Gold Mining ETFs
โ๏ธ Silver Mining ETFs
๐งฌ Biotech ETFs
๐ฉโ๐ป Tech ETFs
๐ Real Estate ETFs
โ๏ธ Healthcare ETFs
โก Energy ETFs
๐ Renewable Energy ETFs
๐ก๏ธ Insurance ETFs
๐ฐ Water ETFs
๐ด Food & Beverage ETFs
๐ฑ Socially Responsible ETFs
๐ฃ๏ธ Infrastructure ETFs
๐ก Innovation ETFs
๐ Semiconductors ETFs
๐ Aerospace & Defense ETFs
๐ Cybersecurity ETFs
๐ฆพ Artificial Intelligence ETFs
Watchlist
Account
Selective Insurance
SIGI
#3213
Rank
$4.86 B
Marketcap
๐บ๐ธ
United States
Country
$80.90
Share price
-1.03%
Change (1 day)
-7.15%
Change (1 year)
๐ฆ Insurance
Categories
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
Selective Insurance
Quarterly Reports (10-Q)
Financial Year FY2017 Q3
Selective Insurance - 10-Q quarterly report FY2017 Q3
Text size:
Small
Medium
Large
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:
September 30, 2017
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes
o
No
o
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
October 13, 2017
, there were
58,391,399
shares of common stock, par value $2.00 per share, outstanding.
Table of Contents
SELECTIVE INSURANCE GROUP, INC.
Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016
1
Unaudited Consolidated Statements of Income for the Quarter and Nine Months Ended September 30, 2017 and 2016
2
Unaudited Consolidated Statements of Comprehensive Income for the Quarter and Nine Months Ended September 30, 2017 and 2016
3
Unaudited Consolidated Statements of Stockholders' Equity for the Nine Months Ended September 30, 2017 and 2016
4
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
5
Notes to Unaudited Interim Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
24
Introduction
24
Critical Accounting Policies and Estimates
25
Financial Highlights of Results for Third Quarter and Nine Months 2017 and Third Quarter and Nine Months 2016
25
Results of Operations and Related Information by Segment
30
Federal Income Taxes
39
Financial Condition, Liquidity, and Capital Resources
39
Ratings
42
Off-Balance Sheet Arrangements
43
Contractual Obligations, Contingent Liabilities, and Commitments
43
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
43
Item 4.
Controls and Procedures
43
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
44
Item 1A.
Risk Factors
44
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
45
Item 6.
Exhibits
45
Signatures
46
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SELECTIVE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
Unaudited
($ in thousands, except share amounts)
September 30,
2017
December 31,
2016
ASSETS
Investments:
Fixed income securities, held-to-maturity – at carrying value (fair value: $67,716 – 2017; $105,211 – 2016)
$
64,989
101,556
Fixed income securities, available-for-sale – at fair value (amortized cost: $5,026,735 – 2017; $4,753,759 – 2016)
5,133,432
4,792,540
Equity securities, available-for-sale – at fair value (cost: $145,984 – 2017; $120,889 – 2016)
175,272
146,753
Short-term investments (at cost which approximates fair value)
216,336
221,701
Other investments
120,806
102,397
Total investments (Note 4 and 6)
5,710,835
5,364,947
Cash
694
458
Interest and dividends due or accrued
40,754
40,164
Premiums receivable, net of allowance for uncollectible accounts of: $7,218 – 2017; $5,980 – 2016
769,786
681,611
Reinsurance recoverable, net of allowance for uncollectible accounts of: $4,700 – 2017; $5,500 – 2016
661,189
621,537
Prepaid reinsurance premiums
161,429
146,282
Current federal income tax
—
2,486
Deferred federal income tax
52,932
84,840
Property and equipment – at cost, net of accumulated depreciation and amortization of:
$211,444 – 2017; $198,729 – 2016
66,339
69,576
Deferred policy acquisition costs
242,156
222,564
Goodwill
7,849
7,849
Other assets
98,167
113,534
Total assets
$
7,812,130
7,355,848
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Reserve for losses and loss expenses (Note 8)
$
3,835,800
3,691,719
Unearned premiums
1,393,821
1,262,819
Long-term debt
439,006
438,667
Current federal income tax
6,730
—
Accrued salaries and benefits
113,076
132,880
Other liabilities
324,345
298,393
Total liabilities
$
6,112,778
5,824,478
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: 102,180,302 – 2017; 101,620,436 – 2016
204,361
203,241
Additional paid-in capital
362,737
347,295
Retained earnings
1,679,041
1,568,881
Accumulated other comprehensive income (loss) (Note 11)
31,315
(15,950
)
Treasury stock – at cost
(shares: 43,789,249 – 2017; 43,653,237 – 2016)
(578,102
)
(572,097
)
Total stockholders’ equity
$
1,699,352
1,531,370
Commitments and contingencies
Total liabilities and stockholders’ equity
$
7,812,130
7,355,848
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 September 30,
Nine Months ended September 30,
($ in thousands, except per share amounts)
2017
2016
2017
2016
Revenues:
Net premiums earned
$
572,055
542,429
1,700,939
1,596,819
Net investment income earned
40,446
33,375
119,295
95,326
Net realized gains:
Net realized investment gains
6,871
4,030
12,252
7,233
Other-than-temporary impairments
(43
)
(342
)
(4,729
)
(4,494
)
Other-than-temporary impairments on fixed income securities recognized in other comprehensive income
(30
)
—
(36
)
10
Total net realized gains
6,798
3,688
7,487
2,749
Other income
1,994
2,199
8,526
7,018
Total revenues
621,293
581,691
1,836,247
1,701,912
Expenses:
Losses and loss expenses incurred
344,587
316,258
1,003,618
911,881
Policy acquisition costs
194,635
193,835
587,687
567,793
Interest expense
6,085
5,714
18,272
16,940
Other expenses
8,671
10,441
32,852
35,669
Total expenses
553,978
526,248
1,642,429
1,532,283
Income before federal income tax
67,315
55,443
193,818
169,629
Federal income tax expense:
Current
16,859
5,625
48,917
38,027
Deferred
3,738
11,316
6,317
12,467
Total federal income tax expense
20,597
16,941
55,234
50,494
Net income
$
46,718
38,502
138,584
119,135
Earnings per share:
Basic net income
$
0.80
0.66
2.37
2.06
Diluted net income
$
0.79
0.66
2.34
2.03
Dividends to stockholders
$
0.16
0.15
0.48
0.45
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 September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Net income
$
46,718
38,502
138,584
119,135
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities:
Unrealized holding gains (losses) arising during period
10,874
(8,444
)
50,961
70,473
Non-credit portion of other-than-temporary impairments recognized in other comprehensive income
19
—
23
(6
)
Amounts reclassified into net income:
Held-to-maturity securities
(35
)
(9
)
(95
)
(68
)
Non-credit other-than-temporary impairments
25
—
25
—
Realized gains on available-for-sale securities
(4,394
)
(2,395
)
(4,638
)
(1,786
)
Total unrealized gains (losses) on investment securities
6,489
(10,848
)
46,276
68,613
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
329
1,050
989
3,021
Total defined benefit pension and post-retirement plans
329
1,050
989
3,021
Other comprehensive income (loss)
6,818
(9,798
)
47,265
71,634
Comprehensive income
$
53,536
28,704
185,849
190,769
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
Nine Months ended September 30,
($ in thousands, except per share amounts)
2017
2016
Common stock:
Beginning of year
$
203,241
201,723
Dividend reinvestment plan (shares: 22,278 – 2017; 29,865 – 2016)
45
60
Stock purchase and compensation plans (shares: 537,588 – 2017; 613,964 – 2016)
1,075
1,228
End of period
204,361
203,011
Additional paid-in capital:
Beginning of year
347,295
326,656
Dividend reinvestment plan
1,025
1,035
Stock purchase and compensation plans
14,417
15,155
End of period
362,737
342,846
Retained earnings:
Beginning of year
1,568,881
1,446,192
Net income
138,584
119,135
Dividends to stockholders ($0.48 per share – 2017; $0.45 per share – 2016)
(28,424
)
(26,399
)
End of period
1,679,041
1,538,928
Accumulated other comprehensive income:
Beginning of year
(15,950
)
(9,425
)
Other comprehensive income
47,265
71,634
End of period
31,315
62,209
Treasury stock:
Beginning of year
(572,097
)
(567,105
)
Acquisition of treasury stock (shares: 136,012 – 2017; 152,392 – 2016)
(6,005
)
(4,985
)
End of period
(578,102
)
(572,090
)
Total stockholders’ equity
$
1,699,352
1,574,904
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 FLOWS
Nine Months ended September 30,
($ in thousands)
2017
2016
Operating Activities
Net income
$
138,584
119,135
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
38,163
45,563
Stock-based compensation expense
10,139
8,950
Undistributed (gains) losses of equity method investments
(5,157
)
49
Loss on disposal of fixed assets
998
—
Net realized gains
(7,487
)
(2,749
)
Changes in assets and liabilities:
Increase in reserve for losses and loss expenses, net of reinsurance recoverable
104,429
90,814
Increase in unearned premiums, net of prepaid reinsurance
115,855
125,453
Decrease in net federal income taxes
15,674
11,534
Increase in premiums receivable
(88,175
)
(96,425
)
Increase in deferred policy acquisition costs
(19,592
)
(22,775
)
Increase in interest and dividends due or accrued
(1,088
)
(1,356
)
Decrease in accrued salaries and benefits
(19,804
)
(63,753
)
Decrease (increase) in other assets
12,678
(16,280
)
Increase (decrease) in other liabilities
12,621
(20,686
)
Net cash provided by operating activities
307,838
177,474
Investing Activities
Purchase of fixed income securities, held-to-maturity
—
(4,235
)
Purchase of fixed income securities, available-for-sale
(1,517,474
)
(842,253
)
Purchase of equity securities, available-for-sale
(44,480
)
(24,747
)
Purchase of other investments
(34,586
)
(34,994
)
Purchase of short-term investments
(3,025,824
)
(1,307,024
)
Sale of fixed income securities, available-for-sale
811,991
33,448
Sale of short-term investments
3,032,802
1,332,239
Redemption and maturities of fixed income securities, held-to-maturity
36,092
74,186
Redemption and maturities of fixed income securities, available-for-sale
439,616
483,877
Sale of equity securities, available-for-sale
19,007
99,420
Distributions from other investments
18,503
18,512
Purchase of property and equipment
(11,806
)
(13,421
)
Net cash used in investing activities
(276,159
)
(184,992
)
Financing Activities
Dividends to stockholders
(26,915
)
(24,885
)
Acquisition of treasury stock
(6,005
)
(4,985
)
Net proceeds from stock purchase and compensation plans
4,744
4,906
Proceeds from borrowings
64,000
105,000
Repayments of borrowings
(64,000
)
(70,000
)
Excess tax benefits from share-based payment arrangements
—
1,917
Repayments of capital lease obligations
(3,267
)
(3,840
)
Net cash (used in) provided by financing activities
(31,443
)
8,113
Net increase in cash
236
595
Cash, beginning of year
458
898
Cash, end of period
$
694
1,493
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.
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
third
quarters ended
September 30, 2017
(“
Third Quarter 2017
”) and
September 30, 2016
(“
Third Quarter 2016
”) and the
nine
-month periods ended
September 30, 2017
("
Nine Months 2017
") and
September 30, 2016
("
Nine Months 2016
"). 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, 2016
(“
2016
Annual Report”) filed with the SEC.
NOTE 2. Adoption of Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-09,
Compensation - Stock Compensation: Improvements to Employee Share-based Payment Accounting
(“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions. We adopted this guidance on January 1, 2017, which resulted in the following impacts on our consolidated financial statements:
Consolidated Statements of Income
The new standard requires that the tax effects of share-based compensation be recognized in the income tax provision as discrete items outside of the annual estimated expected tax rate. In addition, all excess tax benefits and tax deficiencies should be recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded in additional paid-in capital. In addition, in calculating potential common shares used to determine diluted earnings per share, GAAP requires us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were adopted on a prospective basis. As a result of adoption, we recognized an income tax benefit in the Consolidated Statements of Income of
$0.1 million
in
Third Quarter 2017
and
$3.4 million
in
Nine Months 2017
related to stock grants that have vested this year.
In recording share-based compensation expense, the standard allows companies to make a policy election as to whether they will include an estimate of awards expected to be forfeited or whether they will account for forfeitures as they occur. We have elected to include an estimate of forfeitures in the computation of our share-based compensation expense. As this treatment is consistent with previous guidance, this election had no impact on our consolidated financial statements.
Consolidated Statements of Cash Flows
ASU 2016-09 requires that excess tax benefits from share-based awards be reported as operating activities in the consolidated statement of cash flows. Previously, these cash flows were included in financing activities. We elected to apply this change on a prospective basis; therefore, no changes have been made to the prior periods disclosed in this report.
ASU 2016-09 also requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the consolidated statement of cash flows. This requirement has no impact to us as we have historically reported these cash flows as part of financing activities.
In October 2016, the FASB issued ASU 2016-17,
Consolidation: Interests Held through Related Parties That Are under Common Control
("ASU 2016-17"). ASU 2016-17 changes how a decision maker considers indirect interests in a variable interest entity ("VIE") held under common control in making the primary beneficiary determination. ASU 2016-17 was effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. The adoption of ASU 2016-17 did not impact us, as we are not the decision maker in any of the VIEs in which we are invested.
6
Table of Contents
Pronouncements to be effective in the future
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall: 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. Our adoption of this guidance will require a cumulative-effect adjustment to the balance sheet as of January 1, 2018 in an amount equal to the after-tax net unrealized gain or loss on our equity portfolio as of year-end 2017. If this guidance had been adopted as of the beginning of 2017, the cumulative-effect adjustment would have been approximately
$17 million
after tax and we would have recognized additional after-tax net income of approximately
$2 million
or
$0.04
per diluted share, reflecting the change in fair value during
Nine Months 2017
.
In February 2016, the FASB issued ASU 2016-02,
Leases
(“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 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 recoverables. 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 beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our financial condition and results of operations.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows
(“ASU 2016-15”). ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including, but not limited to: (i) debt prepayment or debt extinguishment costs; (ii) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (iii) distributions received from equity method investees; and (iv) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our statement of cash flows.
In November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows: Restricted Cash
("ASU 2016-18"). ASU 2016-18, requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents in the reconciliation of beginning and ending cash on the statements of cash flows. This update also requires a reconciliation of the statement of the cash flows to the balance sheet if the balance sheet includes more than one line item of cash, cash equivalents, and restricted cash. ASU 2016-18 is effective, with retrospective adoption, for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We currently have restricted cash associated with the National Flood Insurance Program ("NFIP") in "Other assets." This literature will impact the presentation of this item in both the Consolidated Balance Sheets and the Statements of Cash Flows.
In January 2017, the FASB issued ASU 2017-04,
Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment
(“ASU 2017-04”). ASU 2017-04 eliminates the second step of the two part goodwill impairment test, which
7
Table of Contents
required entities to determine the fair value of individual assets and liabilities of a reporting unit to measure the goodwill impairment. Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update should be applied on a prospective basis for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect a material impact on our financial condition or results of operations from the adoption of this guidance.
In March 2017, the FASB issued ASU 2017-07,
Compensation-Retirement Benefits:
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
("ASU 2017-07"). ASU 2017-07 requires that an employer report a pension plan's service cost in the same line item or line items as other compensation costs arising from services rendered by pertinent employees during the period. ASU 2017-07 also requires that other components of net benefit cost be presented in the income statement separately from the service cost component. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted at the beginning of an annual period. As our pension plan was frozen as of March 2016, we have ceased accruing additional service fee costs since that time. Therefore, the application of this guidance is not anticipated to impact our financial condition, results of operations, or disclosures.
In March 2017, the FASB issued ASU 2017-08,
Receivables-Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities
("ASU 2017-08"). ASU 2017-08 revises the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. This ASU does not impact us as we amortize premium on these callable debt securities to the earliest call date.
In May 2017, the FASB issued ASU 2017-09,
Compensation - Stock Compensation: Scope of Modification Accounting
("ASU 2017-09"). ASU 2017-09 provides clarification about which changes to the terms or conditions of a share-based payment award would require the application of modification accounting. ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The adoption of this guidance is not anticipated to impact us, as we currently record modifications in accordance with this ASU.
NOTE 3. Statements of Cash Flows
Supplemental cash flow information was as follows:
Nine Months ended September 30,
($ in thousands)
2017
2016
Cash paid during the period for:
Interest
$
15,356
13,874
Federal income tax
39,000
36,405
Non-cash items:
Exchange of fixed income securities, AFS
6,192
21,775
Corporate actions related to equity securities, AFS
1
4,725
3,032
Assets acquired under capital lease arrangements
278
3,108
Non-cash purchase of property and equipment
—
648
1
Examples of such corporate actions include non-cash acquisitions and stock splits.
Included in "Other assets" on the Consolidated Balance Sheets was
$18.0 million
at
September 30, 2017
and
$20.9 million
at
September 30, 2016
of cash received from the NFIP, which is restricted to pay flood claims under the Write Your Own ("WYO") program.
8
Table of Contents
NOTE 4. Investments
(a) Information regarding our held-to-maturity ("HTM") fixed income securities as of
September 30, 2017
and
December 31, 2016
was as follows:
September 30, 2017
($ in thousands)
Amortized
Cost
Net
Unrealized Gains
(Losses)
Carrying
Value
Unrecognized
Holding
Gains
Unrecognized Holding
Losses
Fair
Value
Obligations of states and political subdivisions
$
46,551
130
46,681
1,442
—
48,123
Corporate securities
18,426
(118
)
18,308
1,285
—
19,593
Total HTM fixed income securities
$
64,977
12
64,989
2,727
—
67,716
December 31, 2016
($ in thousands)
Amortized
Cost
Net
Unrealized Gains
(Losses)
Carrying
Value
Unrecognized
Holding
Gains
Unrecognized Holding
Losses
Fair
Value
Obligations of states and political subdivisions
$
77,466
317
77,783
2,133
—
79,916
Corporate securities
22,711
(143
)
22,568
1,665
(158
)
24,075
Commercial mortgage-backed securities ("CMBS")
1,220
(15
)
1,205
15
—
1,220
Total HTM fixed income securities
$
101,397
159
101,556
3,813
(158
)
105,211
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.
(b) Information regarding our AFS securities as of
September 30, 2017
and
December 31, 2016
was as follows:
September 30, 2017
($ in thousands)
Cost/
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
AFS fixed income securities:
U.S. government and government agencies
$
58,820
906
(137
)
59,589
Foreign government
18,149
650
—
18,799
Obligations of states and political subdivisions
1,431,282
49,088
(432
)
1,479,938
Corporate securities
1,753,584
41,095
(845
)
1,793,834
Collateralized loan obligations and other asset-backed securities ("CLO and other ABS")
747,793
6,305
(143
)
753,955
CMBS
306,173
2,249
(318
)
308,104
Residential mortgage-backed
securities (“RMBS”)
710,934
8,842
(563
)
719,213
Total AFS fixed income securities
5,026,735
109,135
(2,438
)
5,133,432
AFS equity securities:
Common stock
131,869
29,900
(1,342
)
160,427
Preferred stock
14,115
748
(18
)
14,845
Total AFS equity securities
145,984
30,648
(1,360
)
175,272
Total AFS securities
$
5,172,719
139,783
(3,798
)
5,308,704
9
Table of Contents
December 31, 2016
($ in thousands)
Cost/
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
AFS fixed income securities:
U.S. government and government agencies
$
75,139
2,230
(36
)
77,333
Foreign government
26,559
322
(16
)
26,865
Obligations of states and political subdivisions
1,366,287
18,610
(5,304
)
1,379,593
Corporate securities
1,976,556
27,057
(5,860
)
1,997,753
CLO and other ABS
527,876
1,439
(355
)
528,960
CMBS
256,356
1,514
(1,028
)
256,842
RMBS
524,986
3,006
(2,798
)
525,194
Total AFS fixed income securities
4,753,759
54,178
(15,397
)
4,792,540
AFS equity securities:
Common stock
104,663
26,250
(305
)
130,608
Preferred stock
16,226
274
(355
)
16,145
Total AFS equity securities
120,889
26,524
(660
)
146,753
Total AFS securities
$
4,874,648
80,702
(16,057
)
4,939,293
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.
(c) The severity of impairment on securities in an unrealized/unrecognized loss position averaged
1%
of amortized cost at
September 30, 2017
and
December 31, 2016
. Quantitative information regarding unrealized losses on our AFS portfolio is provided below.
September 30, 2017
Less than 12 months
12 months or longer
Total
($ in thousands)
Fair Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
AFS fixed income securities:
U.S. government and government agencies
$
19,058
(136
)
250
(1
)
19,308
(137
)
Obligations of states and political subdivisions
67,538
(432
)
—
—
67,538
(432
)
Corporate securities
108,011
(827
)
1,475
(18
)
109,486
(845
)
CLO and other ABS
88,636
(143
)
—
—
88,636
(143
)
CMBS
65,016
(245
)
5,216
(73
)
70,232
(318
)
RMBS
96,981
(558
)
592
(5
)
97,573
(563
)
Total AFS fixed income securities
445,240
(2,341
)
7,533
(97
)
452,773
(2,438
)
AFS equity securities:
Common stock
18,032
(1,342
)
—
—
18,032
(1,342
)
Preferred stock
3,886
(18
)
—
—
3,886
(18
)
Total AFS equity securities
21,918
(1,360
)
—
—
21,918
(1,360
)
Total AFS
$
467,158
(3,701
)
7,533
(97
)
474,691
(3,798
)
10
Table of Contents
December 31, 2016
Less than 12 months
12 months or longer
Total
($ in thousands)
Fair
Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
Fair Value
Unrealized
Losses
1
AFS fixed income securities:
U.S. government and government agencies
$
6,419
(36
)
—
—
6,419
(36
)
Foreign government
13,075
(16
)
—
—
13,075
(16
)
Obligations of states and political subdivisions
306,509
(5,304
)
—
—
306,509
(5,304
)
Corporate securities
462,902
(5,771
)
4,913
(89
)
467,815
(5,860
)
CLO and other ABS
189,795
(354
)
319
(1
)
190,114
(355
)
CMBS
82,492
(1,021
)
1,645
(7
)
84,137
(1,028
)
RMBS
279,480
(2,489
)
8,749
(309
)
288,229
(2,798
)
Total AFS fixed income securities
1,340,672
(14,991
)
15,626
(406
)
1,356,298
(15,397
)
AFS equity securities:
Common stock
11,271
(305
)
—
—
11,271
(305
)
Preferred stock
6,168
(355
)
—
—
6,168
(355
)
Total AFS equity securities
17,439
(660
)
—
—
17,439
(660
)
Total AFS
$
1,358,111
(15,651
)
15,626
(406
)
1,373,737
(16,057
)
1
Gross unrealized losses include non-OTTI unrealized amounts and OTTI losses recognized in AOCI.
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
2016
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.
(d) Fixed income securities at
September 30, 2017
, 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 fixed income securities at
September 30, 2017
:
AFS
HTM
($ in thousands)
Fair Value
Carrying Value
Fair Value
Due in one year or less
$
337,546
27,335
27,531
Due after one year through five years
2,148,949
29,341
31,037
Due after five years through 10 years
2,377,658
8,313
9,148
Due after 10 years
269,279
—
—
Total fixed income securities
$
5,133,432
64,989
67,716
(e) We evaluate the alternative investments and tax credit investments 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.
11
Table of Contents
The following table summarizes our other investment portfolio by strategy:
Other Investments
September 30, 2017
December 31, 2016
($ in thousands)
Carrying Value
Remaining Commitment
Maximum Exposure to Loss
1
Carrying Value
Remaining Commitment
Maximum Exposure to Loss
1
Alternative Investments
Private equity
$
47,654
81,478
129,132
41,135
76,774
117,909
Private credit
33,318
53,635
86,953
28,193
40,613
68,806
Real assets
21,649
31,466
53,115
14,486
22,899
37,385
Total alternative investments
102,621
166,579
269,200
83,814
140,286
224,100
Other securities
18,185
—
18,185
18,583
3,400
21,983
Total other investments
$
120,806
166,579
287,385
102,397
143,686
246,083
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 in Other securities are subject to the risk of recapture, which we do not consider significant.
We do not have a future obligation to fund losses or debts on behalf of the investments above; however, we 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
2017
or
2016
.
For a description of our alternative investment strategies, as well as information regarding redemption, restrictions, and fund liquidations, refer to Note 5. “Investments” in Item 8. “Financial Statements and Supplementary Data.” of our
2016
Annual Report.
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 income or 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
nine
-month periods ended
June 30
is included in our
Third Quarter
and
Nine Months
results. This information is as follows:
Income Statement Information
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
Net investment (loss) income
$
(10.3
)
(55.4
)
(61.8
)
26.1
Realized gains (losses)
43.3
245.6
(261.0
)
1,186.8
Net change in unrealized appreciation (depreciation)
1,072.0
117.8
3,186.3
(1,132.8
)
Net gain
$
1,105.0
308.0
2,863.5
80.1
Selective’s insurance subsidiaries’ other investments gain
$
2.7
1.6
9.5
—
(f) We have pledged certain AFS fixed income securities as collateral related to our relationships with the Federal Home Loan Bank of Indianapolis ("FHLBI") and the Federal Home Loan Bank of New York ("FHLBNY"). In addition, certain securities were on deposit with various state and regulatory agencies at
September 30, 2017
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
September 30, 2017
:
($ in millions)
FHLBI Collateral
FHLBNY Collateral
State and Regulatory Deposits
Total
U.S. government and government agencies
$
3.0
—
22.8
25.8
Obligations of states and political subdivisions
—
—
3.2
3.2
CMBS
3.5
4.8
—
8.3
RMBS
58.7
49.6
—
108.3
Total pledged as collateral
$
65.2
54.4
26.0
145.6
12
Table of Contents
(g) We did not have exposure to any credit concentration risk of a single issuer greater than
10%
of our stockholders' equity, other than certain U.S. government-backed investments, as of
September 30, 2017
or
December 31, 2016
.
(h) The components of pre-tax net investment income earned were as follows:
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Fixed income securities
$
38,865
32,453
$
113,424
95,850
Equity securities
1,605
1,506
4,492
5,940
Short-term investments
396
192
1,023
493
Other investments
2,659
1,628
9,493
(49
)
Investment expenses
(3,079
)
(2,404
)
(9,137
)
(6,908
)
Net investment income earned
$
40,446
33,375
$
119,295
95,326
(i) The following tables summarize OTTI by asset type for the periods indicated:
Third Quarter 2017
Gross
Included in Other Comprehensive Income ("OCI")
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
Corporate securities
$
12
—
12
CLO and other ABS
11
—
11
RMBS
20
(30
)
50
Total OTTI losses
$
43
(30
)
73
Third Quarter 2016
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS equity securities:
Common stock
$
342
—
342
Total AFS equity securities
342
—
342
Total OTTI losses
$
342
—
342
Nine Months 2017
Gross
Included in OCI
Recognized in
Earnings
($ in thousands)
AFS fixed income securities:
U.S. government and government agencies
$
31
—
31
Obligations of states and political subdivisions
612
—
612
Corporate securities
587
—
587
CLO and other ABS
96
—
96
CMBS
670
—
670
RMBS
1,183
(36
)
1,219
Total AFS fixed income securities
3,179
(36
)
3,215
AFS equity securities:
Common stock
1,360
—
1,360
Total AFS equity securities
1,360
—
1,360
Other Investments
190
—
190
Total OTTI losses
$
4,729
(36
)
4,765
Nine 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
3,316
—
3,316
Preferred stock
3
—
3
Total AFS equity securities
3,319
—
3,319
Total OTTI losses
$
4,494
10
4,484
13
Table of Contents
For a discussion of our evaluation for OTTI refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our
2016
Annual Report.
(j) The components of net realized gains, excluding OTTI charges, for the periods indicated were as follows:
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
HTM fixed income securities
Gains
$
—
—
44
3
Losses
—
—
(1
)
(1
)
AFS fixed income securities
Gains
2,070
2,204
8,337
3,189
Losses
(74
)
(40
)
(1,814
)
(81
)
AFS equity securities
Gains
4,875
1,863
5,225
4,364
Losses
—
—
—
(240
)
Other investments
Gains
—
3
480
3
Losses
—
—
(19
)
(4
)
Total net realized gains (excluding OTTI charges)
$
6,871
4,030
12,252
7,233
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
$107.6 million
and
$27.0 million
in
Third Quarter 2017
and
Third Quarter 2016
, respectively and
$831.0 million
and
$132.9 million
in
Nine Months 2017
and
Nine Months 2016
, respectively. This increase was primarily driven by opportunistic sales in our equity portfolio and higher trading volume in our fixed income securities portfolio related to the recent hiring of new external investment managers.
NOTE 5. Indebtedness
Our long-term debt balance has not changed since
December 31, 2016
. However, on February 28, 2017, Selective Insurance Company of America ("SICA") borrowed
$64 million
in short-term funds from the FHLBNY at an interest rate of
0.75%
. This borrowing was repaid on March 21, 2017.
For detailed information on our indebtedness, see Note 10. "Indebtedness" in Item 8. "Financial Statements and Supplementary Data." of our
2016
Annual Report.
NOTE 6. Fair Value Measurements
Our financial assets are measured at fair value as disclosed on the Consolidated Balance Sheets. The fair values of our long-term debt have improved since
December 31, 2016
, but none by more than
5%
in the aggregate. For a discussion of the fair value and hierarchy of the techniques used to value our financial assets and liabilities, refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our
2016
Annual Report.
14
Table of Contents
The following tables provide quantitative disclosures of our financial assets that were measured at fair value at
September 30, 2017
and
December 31, 2016
:
September 30, 2017
Fair Value Measurements Using
($ in thousands)
Assets
Measured at
Fair Value
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
$
59,589
24,807
34,782
—
Foreign government
18,799
—
18,799
—
Obligations of states and political subdivisions
1,479,938
—
1,479,938
—
Corporate securities
1,793,834
—
1,793,834
—
CLO and other ABS
753,955
—
753,955
—
CMBS
308,104
—
308,104
—
RMBS
719,213
—
719,213
—
Total AFS fixed income securities
5,133,432
24,807
5,108,625
—
AFS equity securities:
Common stock
160,427
147,279
—
13,148
Preferred stock
14,845
14,845
—
—
Total AFS equity securities
175,272
162,124
—
13,148
Total AFS securities
5,308,704
186,931
5,108,625
13,148
Short-term investments
216,336
216,336
—
—
Total assets measured at fair value
$
5,525,040
403,267
5,108,625
13,148
December 31, 2016
Fair Value Measurements Using
($ in thousands)
Assets
Measured at
Fair Value
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
$
77,333
27,520
49,813
—
Foreign government
26,865
—
26,865
—
Obligations of states and political subdivisions
1,379,593
—
1,379,593
—
Corporate securities
1,997,753
—
1,997,753
—
CLO and other ABS
528,960
—
528,960
—
CMBS
256,842
—
256,842
—
RMBS
525,194
—
525,194
—
Total AFS fixed income securities
4,792,540
27,520
4,765,020
—
AFS equity securities:
Common stock
130,608
122,932
—
7,676
Preferred stock
16,145
16,145
—
—
Total AFS equity securities
146,753
139,077
—
7,676
Total AFS securities
4,939,293
166,597
4,765,020
7,676
Short-term investments
221,701
221,701
—
—
Total assets measured at fair value
$
5,160,994
388,298
4,765,020
7,676
1
There were no transfers of securities between Level 1 and Level 2.
There were no material changes in the fair value of securities measured using Level 3 inputs since
December 31, 2016
.
15
Table of Contents
The following tables provide quantitative information regarding our financial assets and liabilities that were disclosed at fair value at
September 30, 2017
and
December 31, 2016
:
September 30, 2017
Fair Value Measurements Using
($ in thousands)
Assets/
Liabilities
Disclosed at
Fair Value
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
$
48,123
—
48,123
—
Corporate securities
19,593
—
13,572
6,021
Total HTM fixed income securities
$
67,716
—
61,695
6,021
Financial Liabilities
Long-term debt:
7.25% Senior Notes
$
58,655
—
58,655
—
6.70% Senior Notes
112,312
—
112,312
—
5.875% Senior Notes
187,516
187,516
—
—
1.61% borrowings from FHLBNY
24,630
—
24,630
—
1.56% borrowings from FHLBNY
24,576
—
24,576
—
3.03% borrowings from FHLBI
61,057
—
61,057
—
Total long-term debt
$
468,746
187,516
281,230
—
December 31, 2016
Fair Value Measurements Using
($ in thousands)
Assets/
Liabilities
Disclosed at
Fair Value
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
$
79,916
—
79,916
—
Corporate securities
24,075
—
16,565
7,510
CMBS
1,220
—
1,220
—
Total HTM fixed income securities
$
105,211
—
97,701
7,510
Financial Liabilities
Long-term debt:
7.25% Senior Notes
$
56,148
—
56,148
—
6.70% Senior Notes
108,333
—
108,333
—
5.875% Senior Notes
176,860
176,860
—
—
1.61% borrowings from FHLBNY
24,286
—
24,286
—
1.56% borrowings from FHLBNY
24,219
—
24,219
—
3.03% borrowings from FHLBI
59,313
—
59,313
—
Total long-term debt
$
449,159
176,860
272,299
—
16
Table of Contents
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
2016
Annual Report.
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Premiums written:
Direct
$
706,918
669,844
$
2,097,146
1,981,984
Assumed
8,506
7,644
20,685
21,752
Ceded
(111,147
)
(98,715
)
(301,036
)
(281,464
)
Net
$
604,277
578,773
$
1,816,795
1,722,272
Premiums earned:
Direct
$
666,048
627,520
$
1,967,364
1,846,587
Assumed
7,623
7,163
19,465
20,604
Ceded
(101,616
)
(92,254
)
(285,890
)
(270,372
)
Net
$
572,055
542,429
$
1,700,939
1,596,819
Loss and loss expenses incurred:
Direct
$
455,728
428,520
$
1,187,400
1,152,223
Assumed
5,420
5,929
17,623
18,424
Ceded
(116,561
)
(118,191
)
(201,405
)
(258,766
)
Net
$
344,587
316,258
$
1,003,618
911,881
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 September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Ceded premiums written
$
(68,132
)
(62,051
)
$
(188,274
)
(179,205
)
Ceded premiums earned
(59,847
)
(56,505
)
(174,779
)
(169,986
)
Ceded loss and loss expenses incurred
(112,994
)
(99,200
)
(134,675
)
(164,179
)
NOTE 8. Reserves for Losses and Loss Expenses
The table below provides a roll forward of reserves for losses and loss expenses for beginning and ending reserve balances:
Nine Months ended September 30,
($ in thousands)
2017
2016
Gross reserves for losses and loss expenses, at beginning of year
$
3,691,719
3,517,728
Less: reinsurance recoverable on unpaid losses and loss expenses, at beginning of year
611,200
551,019
Net reserves for losses and loss expenses, at beginning of year
3,080,519
2,966,709
Incurred losses and loss expenses for claims occurring in the:
Current year
1,037,079
955,347
Prior years
(33,461
)
(43,466
)
Total incurred losses and loss expenses
1,003,618
911,881
Paid losses and loss expenses for claims occurring in the:
Current year
314,686
275,623
Prior years
581,186
547,067
Total paid losses and loss expenses
895,872
822,690
Net reserves for losses and loss expenses, at end of period
3,188,265
3,055,900
Add: Reinsurance recoverable on unpaid losses and loss expenses, at end of period
647,535
630,686
Gross reserves for losses and loss expenses at end of period
$
3,835,800
3,686,586
Prior year development in
Nine Months 2017
of
$33.5 million
was primarily driven by favorable prior year casualty reserve development of
$48.3 million
in our general liability line of business and
$29.3 million
in our workers compensation line of business. This was partially offset by unfavorable casualty development of
$26.0 million
in our commercial automobile line of business,
$10.0 million
in our Excess and Surplus ("E&S") segment and
$4.0 million
in our personal automobile line of business.
17
Table of Contents
Prior year development in
Nine Months 2016
of
$43.5 million
was primarily due to favorable casualty reserve development of
$36.0 million
in our workers compensation line of business and
$33.0 million
in our general liability line of business. This was partially offset by unfavorable casualty reserve development of
$20.0 million
in our commercial automobile line of business and
$3.0 million
in our E&S segment.
For a discussion of the trends and recent developments impacting these lines, refer to the "Critical Accounting Policies and Estimates" section of Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." in our
2016
Annual Report.
NOTE 9. Segment Information
The disaggregated results of our
four
reportable segments are used by senior management to manage our operations. These reportable segments are evaluated as follows:
•
Our Standard Commercial Lines, Standard Personal Lines, and E&S Lines are evaluated based on statutory underwriting results (net premiums earned, incurred losses and loss expenses, policyholder dividends, policy acquisition costs, and other underwriting expenses), and statutory combined ratios.
•
Our Investments segment is evaluated based on after-tax net investment income and net realized gains and losses.
In computing the results of each segment, we do not make adjustments for interest expense or net general corporate expenses; however, we do partially allocate taxes to various segments. Furthermore, we do not maintain separate investment portfolios for the segments and therefore, do not allocate assets to the segments.
The following summaries present revenues (net investment income and net realized gains on investments in the case of the Investments segment) and pre-tax income for the individual segments:
Revenue by Segment
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Standard Commercial Lines:
Net premiums earned:
Commercial automobile
$
111,711
100,612
327,156
294,927
Workers compensation
77,580
78,596
236,366
229,847
General liability
141,059
133,981
422,546
391,349
Commercial property
78,151
74,052
232,594
217,821
Businessowners’ policies
25,019
24,461
74,853
73,016
Bonds
7,420
5,795
20,904
16,924
Other
4,310
4,089
12,839
11,868
Miscellaneous income
1,712
1,925
7,588
6,182
Total Standard Commercial Lines revenue
446,962
423,511
1,334,846
1,241,934
Standard Personal Lines:
Net premiums earned:
Personal automobile
38,612
34,865
113,225
106,526
Homeowners
32,215
32,031
97,382
98,342
Other
1,774
1,794
4,867
4,851
Miscellaneous income
282
275
938
836
Total Standard Personal Lines revenue
72,883
68,965
216,412
210,555
E&S Lines:
Net premiums earned:
Commercial liability
40,090
38,991
117,056
112,787
Commercial property
14,114
13,162
41,151
38,561
Miscellaneous income
—
(1
)
—
—
Total E&S Lines revenue
54,204
52,152
158,207
151,348
Investments:
Net investment income
40,446
33,375
119,295
95,326
Net realized investment gains
6,798
3,688
7,487
2,749
Total Investments revenue
47,244
37,063
126,782
98,075
Total revenues
$
621,293
581,691
1,836,247
1,701,912
18
Table of Contents
Income Before Federal Income Tax
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Standard Commercial Lines:
Underwriting gain
$
35,329
30,124
112,634
101,229
GAAP combined ratio
92.1
%
92.9
91.5
91.8
Statutory combined ratio
91.7
92.0
90.2
90.1
Standard Personal Lines:
Underwriting gain
$
8,179
4,271
7,517
19,001
GAAP combined ratio
88.7
%
93.8
96.5
90.9
Statutory combined ratio
86.4
92.0
95.2
90.7
E&S Lines:
Underwriting loss
$
(11,063
)
(2,362
)
(8,174
)
(3,465
)
GAAP combined ratio
120.4
%
104.5
105.2
102.3
Statutory combined ratio
120.1
101.4
104.6
100.9
Investments:
Net investment income
$
40,446
33,375
119,295
95,326
Net realized investment gains
6,798
3,688
7,487
2,749
Total investment income, before federal income tax
47,244
37,063
126,782
98,075
Tax on investment income
13,236
9,752
34,572
24,290
Total investment income, after federal income tax
$
34,008
27,311
92,210
73,785
Reconciliation of Segment Results to Income
Before Federal Income Tax
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Underwriting gain (loss), before federal income tax
Standard Commercial Lines
$
35,329
30,124
112,634
101,229
Standard Personal Lines
8,179
4,271
7,517
19,001
E&S Lines
(11,063
)
(2,362
)
(8,174
)
(3,465
)
Investment income, before federal income tax
47,244
37,063
126,782
98,075
Total all segments
79,689
69,096
238,759
214,840
Interest expense
(6,085
)
(5,714
)
(18,272
)
(16,940
)
General corporate and other expenses
(6,289
)
(7,939
)
(26,669
)
(28,271
)
Income, before federal income tax
$
67,315
55,443
193,818
169,629
NOTE 10. 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
2016
Annual Report.
The following tables provide information regarding the Pension Plan:
Pension Plan
Pension Plan
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Net Periodic Benefit Cost:
Service cost
$
—
41
—
1,647
Interest cost
3,111
3,049
9,332
9,252
Expected return on plan assets
(4,854
)
(5,006
)
(14,563
)
(12,982
)
Amortization of unrecognized net actuarial loss
481
1,763
1,444
4,724
Total net periodic (benefit) cost
$
(1,262
)
(153
)
(3,787
)
2,641
19
Table of Contents
Pension Plan
Nine Months ended September 30,
2017
2016
Weighted-Average Expense Assumptions:
Discount rate
4.41
%
4.69
%
Effective interest rate for calculation of service cost
n/a
4.89
Effective interest rate for calculation of interest cost
3.83
4.02
Expected return on plan assets
6.24
6.37
Rate of compensation increase
n/a
n/a
NOTE 11. Comprehensive Income
The components of comprehensive income, both gross and net of tax, for
Third Quarter
and
Nine Months 2017
and
2016
were as follows:
Third Quarter 2017
($ in thousands)
Gross
Tax
Net
Net income
$
67,315
20,597
46,718
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
16,729
5,855
10,874
Non-credit portion of OTTI recognized in OCI
30
11
19
Amounts reclassified into net income:
HTM securities
(54
)
(19
)
(35
)
Non-credit OTTI
38
13
25
Realized gains on AFS securities
(6,760
)
(2,366
)
(4,394
)
Total unrealized gains on investment securities
9,983
3,494
6,489
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
507
178
329
Total defined benefit pension and post-retirement plans
507
178
329
Other comprehensive income
10,490
3,672
6,818
Comprehensive income
$
77,805
24,269
53,536
Third Quarter 2016
($ in thousands)
Gross
Tax
Net
Net income
$
55,443
16,941
38,502
Components of OCI:
Unrealized losses on investment securities
:
Unrealized holding losses during period
(12,992
)
(4,548
)
(8,444
)
Amounts reclassified into net income:
HTM securities
(13
)
(4
)
(9
)
Realized gains on AFS securities
(3,684
)
(1,289
)
(2,395
)
Total unrealized losses on investment securities
(16,689
)
(5,841
)
(10,848
)
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
1,615
565
1,050
Total defined benefit pension and post-retirement plans
1,615
565
1,050
Other comprehensive loss
(15,074
)
(5,276
)
(9,798
)
Comprehensive income
$
40,369
11,665
28,704
20
Table of Contents
Nine Months 2017
($ in thousands)
Gross
Tax
Net
Net income
$
193,818
55,234
138,584
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
78,401
27,440
50,961
Non-credit portion of OTTI recognized in OCI
36
13
23
Amounts reclassified into net income:
HTM securities
(146
)
(51
)
(95
)
Non-credit OTTI
38
13
25
Realized gains on AFS securities
(7,135
)
(2,497
)
(4,638
)
Total unrealized gains on investment securities
71,194
24,918
46,276
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
1,522
533
989
Total defined benefit pension and post-retirement plans
1,522
533
989
Other comprehensive income
72,716
25,451
47,265
Comprehensive income
$
266,534
80,685
185,849
Nine Months 2016
($ in thousands)
Gross
Tax
Net
Net income
$
169,629
50,494
119,135
Components of OCI:
Unrealized gains on investment securities
:
Unrealized holding gains during period
108,420
37,947
70,473
Non-credit portion of OTTI recognized in OCI
(10
)
(4
)
(6
)
Amounts reclassified into net income:
HTM securities
(104
)
(36
)
(68
)
Realized gains on AFS securities
(2,747
)
(961
)
(1,786
)
Total unrealized gains on investment securities
105,559
36,946
68,613
Defined benefit pension and post-retirement plans:
Amounts reclassified into net income:
Net actuarial loss
4,648
1,627
3,021
Total defined benefit pension and post-retirement plans
4,648
1,627
3,021
Other comprehensive income
110,207
38,573
71,634
Comprehensive income
$
279,836
89,067
190,769
The balances of, and changes in, each component of AOCI (net of taxes) as of
September 30, 2017
were as follows:
September 30, 2017
Defined Benefit
Pension and Post-Retirement Plans
Net Unrealized Gains on Investment Securities
Total AOCI
($ in thousands)
OTTI
Related
HTM
Related
All
Other
Investments
Subtotal
Balance, December 31, 2016
$
(150
)
102
42,170
42,122
(58,072
)
(15,950
)
OCI before reclassifications
23
—
50,961
50,984
—
50,984
Amounts reclassified from AOCI
25
(95
)
(4,638
)
(4,708
)
989
(3,719
)
Net current period OCI
48
(95
)
46,323
46,276
989
47,265
Balance, September 30, 2017
$
(102
)
7
88,493
88,398
(57,083
)
31,315
21
Table of Contents
The reclassifications out of AOCI were as follows:
Quarter ended September 30,
Nine Months ended September 30,
Affected Line Item in the Unaudited Consolidated Statement of Income
($ in thousands)
2017
2016
2017
2016
OTTI related
Non-credit OTTI on disposed securities
$
38
—
38
—
Net realized gains
38
—
38
—
Income before federal income tax
(13
)
—
(13
)
—
Total federal income tax expense
25
—
25
—
Net income
HTM related
Unrealized losses on HTM disposals
11
73
41
161
Net realized gains
Amortization of net unrealized gains on HTM securities
(65
)
(86
)
(187
)
(265
)
Net investment income earned
(54
)
(13
)
(146
)
(104
)
Income before federal income tax
19
4
51
36
Total federal income tax expense
(35
)
(9
)
(95
)
(68
)
Net income
Realized gains on AFS and OTTI
Realized gains on AFS disposals and OTTI
(6,760
)
(3,684
)
(7,135
)
(2,747
)
Net realized gains
(6,760
)
(3,684
)
(7,135
)
(2,747
)
Income before federal income tax
2,366
1,289
2,497
961
Total federal income tax expense
(4,394
)
(2,395
)
(4,638
)
(1,786
)
Net income
Defined benefit pension and post-retirement life plans
Net actuarial loss
110
351
331
1,009
Losses and loss expenses incurred
397
1,264
1,191
3,639
Policy acquisition costs
Total defined benefit pension and post-retirement life
507
1,615
1,522
4,648
Income before federal income tax
(178
)
(565
)
(533
)
(1,627
)
Total federal income tax expense
329
1,050
989
3,021
Net income
Total reclassifications for the period
$
(4,075
)
(1,354
)
(3,719
)
1,167
Net income
NOTE 12. Related Party Transactions
BlackRock, Inc., a leading publicly traded investment management firm (“BlackRock”), has purchased our common shares in the ordinary course of its investment business and has previously filed Schedules 13G/A with the SEC. On April 10, 2017, BlackRock filed a Schedule 13G/A reporting beneficial ownership as of March 31, 2017, of
12.7%
of our common stock. In connection with purchasing our common shares, BlackRock filed the necessary filings with insurance regulatory authorities. On the basis of those filings, BlackRock is deemed not to be a controlling person for the purposes of applicable insurance law.
We are required to disclose related party information for our transactions with BlackRock. BlackRock is highly regulated, serves its clients as a fiduciary, and has a diverse platform of active (alpha) and index (beta) investment strategies across asset classes that enables it to tailor investment outcomes and asset allocation solutions for clients. BlackRock also offers the
BlackRock Solutions
®
investment and risk management technology platform,
Aladdin
®
, risk analytics, advisory and technology services and solutions to a broad base of institutional and wealth management investors. In
Third Quarter
and
Nine Months 2017
, we incurred expenses related to BlackRock of
$0.5 million
and
$1.5 million
for services rendered, respectively. No material expenses were incurred with BlackRock in
Third Quarter 2016
and
Nine Months 2016
. Amounts payable for such services at
September 30, 2017
and
December 31, 2016
, were
$0.5 million
and
$0.4 million
, respectively. All contracts with BlackRock were consummated in the ordinary course of business on an arm's-length basis.
We have no additional 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
2016
Annual Report.
22
Table of Contents
NOTE 13. 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 ten insurance subsidiaries ("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 losses and loss expense reserves. We expect that any potential ultimate liability in such ordinary course claims litigation will not be material to our consolidated financial condition, results of operations, or cash flows after consideration of provisions made for potential losses and costs of defense.
From time to time, our Insurance Subsidiaries also are named as defendants 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. Similarly, our Insurance Subsidiaries are also named from time-to-time in individual actions seeking extra-contractual damages, punitive damages, or penalties, some of which allege bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that any potential ultimate liability in any such lawsuit will not be material to our consolidated financial condition, after consideration of provisions made for estimated losses. Nonetheless, given the inherent unpredictability of litigation and the large or indeterminate amounts sought in certain of these actions, an adverse outcome in certain matters could possibly have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods.
As of
September 30, 2017
, 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
ten
insurance subsidiaries, collectively referred to as the "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;
•
Standard Personal Lines;
•
E&S Lines; and
•
Investments.
For further details regarding these segments, refer to Note 9. "Segment Information" in Item 1. "Financial Statements." of this Form 10-Q and Note 11. "Segment Information" in Item 8. "Financial Statements and Supplementary Data." of our Annual Report on Form 10-K for the year ended
December 31, 2016
("
2016
Annual Report").
Our Standard Commercial and Standard Personal Lines products and services are written through nine of our 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.
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 Item 1. "Financial Statements." of this Form 10-Q and the consolidated financial statements in our
2016
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
third
quarters ended
September 30, 2017
(“
Third Quarter 2017
”) and
September 30, 2016
(“
Third Quarter 2016
”) and the
nine
-month periods ended
September 30, 2017
("
Nine Months 2017
") and
September 30, 2016
("
Nine Months 2016
");
•
Results of Operations and Related Information by Segment;
•
Federal Income Taxes;
•
Financial Condition, Liquidity, and Capital Resources;
•
Ratings;
•
Off-Balance Sheet Arrangements; and
•
Contractual Obligations, Contingent Liabilities, and Commitments.
24
Table of Contents
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 that were most critical to the preparation of the consolidated financial statements involved the following: (i) reserves for loss and loss expenses; (ii) pension and post-retirement benefit plan actuarial assumptions; (iii) investment valuation and other-than-temporary-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 37 through 45 of our
2016
Annual Report
.
Financial Highlights of Results for
Third Quarter
and
Nine Months
2017
and
Third Quarter
and
Nine Months
2016
1
($ and shares in thousands, except per share amounts)
Quarter ended September 30,
Change
% or Points
Nine Months ended September 30,
Change
% or Points
2017
2016
2017
2016
Generally Accepted Accounting Principles ("GAAP") measures:
Revenues
$
621,293
581,691
7
%
$
1,836,247
1,701,912
8
%
After-tax net investment income
29,590
24,913
19
87,344
71,998
21
Pre-tax net income
67,315
55,443
21
193,818
169,629
14
Net income
46,718
38,502
21
138,584
119,135
16
Diluted net income per share
0.79
0.66
20
2.34
2.03
15
Diluted weighted-average outstanding shares
59,323
58,731
1
59,232
58,612
1
GAAP combined ratio
94.3
%
94.1
0.2
pts
93.4
%
92.7
0.7
pts
Statutory combined ratio
93.7
92.9
0.8
92.2
91.2
1.0
Invested assets per dollar of stockholders' equity
$
3.36
3.41
(1
)
%
$
3.36
3.41
(1
)
%
After-tax yield on investments
2.1
%
1.9
0.2
pts
2.1
%
1.8
0.3
pts
Annualized return on average equity ("ROE")
11.2
9.8
1.4
11.4
10.7
0.7
Non-GAAP measures:
Operating income
2
$
42,300
36,104
17
%
$
133,718
117,348
14
%
Diluted operating income per share
2
0.72
0.62
16
2.26
2.00
13
Annualized operating ROE
2
10.1
%
9.2
0.9
pts
11.0
%
10.5
0.5
pts
1
Refer to the Glossary of Terms attached to our
2016
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.
Reconciliations of net income, net income per share, and annualized ROE to operating income, operating income per share, and annualized operating ROE, respectively, are provided in the tables below:
Reconciliation of net income to operating income
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Net income
$
46,718
38,502
138,584
119,135
Exclude: Net realized gains
(6,798
)
(3,688
)
(7,487
)
(2,749
)
Exclude: Tax on net realized gains
2,380
1,290
2,621
962
Operating income
$
42,300
36,104
133,718
117,348
Reconciliation of net income per share to operating income per share
Quarter ended September 30,
Nine Months ended September 30,
2017
2016
2017
2016
Diluted net income per share
$
0.79
0.66
2.34
2.03
Exclude: Net realized gains per share
(0.11
)
(0.06
)
(0.13
)
(0.05
)
Exclude: Tax on net realized gains per share
0.04
0.02
0.05
0.02
Diluted operating income per share
$
0.72
0.62
2.26
2.00
25
Table of Contents
Reconciliation of annualized ROE to annualized operating ROE
Quarter ended September 30,
Nine Months ended September 30,
2017
2016
2017
2016
Insurance segments
5.0
%
5.3
%
6.0
%
6.8
Investment income
1
7.1
6.4
7.2
6.5
Other
(2.0
)
(2.5
)
(2.2
)
(2.8
)
Net realized gains
1.6
0.9
0.6
0.2
Tax on net realized gains
(0.5
)
(0.3
)
(0.2
)
—
Annualized ROE
11.2
%
9.8
11.4
10.7
Exclude: Net realized gains
(1.6
)
(0.9
)
(0.6
)
(0.2
)
Exclude: Tax on net realized gains
0.5
0.3
0.2
—
Annualized operating ROE
10.1
%
9.2
11.0
10.5
1
Investment segment results are the combination of "Net investment income earned," "Net realized gains," and "Tax on net realized gains."
Our
Nine Months 2017
results continue to reflect our efforts to: (i) drive renewal pure price increases at the account level within our Standard Commercial Lines segment and overall rate level increases in our Standard Personal Lines segment; (ii) generate new business; and (iii) improve the underlying profitability of our business through various underwriting and claims initiatives. Our net premiums written ("NPW") growth of
5
% for
Nine Months 2017
was driven by our strong franchise value with our "ivy league" distribution partners. For more than eight years, our Standard Commercial Lines renewal pure price increases have cumulatively outperformed the Willis Towers Watson Commercial Lines Pricing (or CLIPs) survey by approximately
1,900
basis points, while maintaining high retention rates. In addition, NPW growth was aided by the net appointment of
81
additional retail agents in
2016
and
56
retail agents in
Nine Months 2017
, which is exclusive of
27
agents that have been appointed in our new states of Arizona and New Hampshire and our targeted geographic expansion state of Colorado.
In addition to the cumulative pure renewal price increases we have achieved over the past several years, we have driven underwriting and claims process enhancements, and we have added higher quality accounts. For example, our workers compensation book of business, which represents approximately
18%
of our Standard Commercial Lines business, continues to benefit from the steps we have taken in recent years to increase premium rates and improve business mix by shifting towards lower hazard and smaller accounts from higher hazard and larger accounts. Additionally, claims initiatives, such as reducing workers compensation medical costs through more favorable Preferred Provider Organization ("PPO") contracts and greater PPO penetration, have helped improve profitability of this line. The workers compensation statutory combined ratio was a profitable
85.1%
in
Nine Months 2017
. For a full discussion of the claims initiatives that we have deployed, refer to the “Reserves for Losses and Loss Expenses” section within Critical Accounting Policies and Estimates in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” of our 2016 Annual Report.
Our commercial automobile line of business has been unprofitable in recent years and remains an area of focus as we are taking steps to improve profitability in this line of business. In Third Quarter 2017, we recorded unfavorable prior year casualty reserve development and an increase to current year loss costs for this line. We will continue to actively implement renewal pure price increases on this line, which have averaged 6.7% in Nine Months 2017. We have also been managing our in-force book of business in targeted industry segments and we have been reducing exposures to higher hazard classes to improve the underlying profitability of this business.
Our E&S Lines segment also remains a focus area, with a combined ratio of 120.4% for Third Quarter 2017 and 105.2% for Nine Months 2017. We face a competitive environment in this segment, and our pricing and underwriting initiatives aimed at improving profitability have resulted in a decline in new business volume in both the quarter and year-to-date periods, although we expect this decline to be temporary.
After-tax net investment income grew
21
% in
Nine Months 2017
compared to
Nine Months 2016
, driven by higher yields on our fixed income securities portfolio and improved returns on our alternative investments portfolio. We are continuing the more active management approach to our investment portfolio that we deployed in 2016 to maximize the after-tax income and total return of the portfolio, while maintaining a similar level of credit quality and duration risk. We have increased our long-term target risk asset allocation and modestly increased our exposure to non-investment grade fixed income securities, private equity investments, and private credit strategies to further diversify our allocation within risk assets. Our risk assets, which include public equities, non-investment grade fixed income securities, private equity investments, and other limited partnership private investments, represented
7.6%
of our total invested assets at
September 30, 2017
and may increase to approximately
10%
over time.
Underwriting profitability and the more active management of our investment portfolio contributed to our long-term goal of generating an operating ROE that is approximately
300
basis points in excess of our weighted average cost of capital over time.
26
Table of Contents
Our annualized operating ROE increased in
Nine Months 2017
to
11.0
%, compared to
10.5
% in
Nine Months 2016
, mainly due to the increase in investment income mentioned above and a reduction in corporate expenses. These improvements were partially offset by higher catastrophe losses in 2017 that adversely impacted our insurance segments. Third Quarter 2017 is expected to be a record for the property and casualty insurance industry in terms of insured catastrophe losses, which according to some modeling agencies, could exceed $100 billion in the aggregate. Despite the occurrence of these major events, our results this year continued to be strong and the two U.S. landfalling hurricanes added a modest 2.5 points to our combined ratio for Third Quarter 2017. This is, in part, a result of our continued focus on our initiative to shift business towards lower hazard and smaller accounts from higher hazard and larger accounts, and our prudent underwriting risk appetite.
Insurance Segments
The key metric in understanding our insurance segments’ contribution to annualized operating ROE is the GAAP combined ratio. The following table provides a quantitative foundation for analyzing this ratio:
All Lines
Quarter ended September 30,
Change % or Points
Nine Months ended September 30,
Change % or Points
($ in thousands)
2017
2016
2017
2016
GAAP Insurance Operations Results:
NPW
$
604,277
578,773
4
%
$
1,816,795
1,722,272
5
%
Net premiums earned (“NPE”)
572,055
542,429
5
1,700,939
1,596,819
7
Less:
Losses and loss expenses incurred
344,587
316,258
9
1,003,618
911,881
10
Net underwriting expenses incurred
193,975
193,597
—
582,469
564,361
3
Dividends to policyholders
1,048
541
94
2,875
3,812
(25
)
Underwriting gain
$
32,445
32,033
1
%
$
111,977
116,765
(4
)
%
GAAP Ratios:
Loss and loss expense ratio
60.2
%
58.3
1.9
pts
59.0
%
57.1
1.9
pts
Underwriting expense ratio
33.9
35.7
(1.8
)
34.2
35.4
(1.2
)
Dividends to policyholders ratio
0.2
0.1
0.1
0.2
0.2
—
Combined ratio
94.3
94.1
0.2
93.4
92.7
0.7
Statutory Ratios:
Loss and loss expense ratio
60.3
58.3
2.0
59.0
57.0
2.0
Underwriting expense ratio
33.2
34.5
(1.3
)
33.0
34.0
(1.0
)
Dividends to policyholders ratio
0.2
0.1
0.1
0.2
0.2
—
Combined ratio
93.7
%
92.9
0.8
pts
92.2
%
91.2
1.0
pts
The GAAP loss and loss expense ratio increased
1.9
points in
Third Quarter 2017
and
Nine Months
2017
compared to the same prior year periods, driven by:
Third Quarter 2017
Third Quarter 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
23.7
4.1
pts
$
10.4
1.9
pts
2.2
pts
Favorable prior year casualty reserve development
(9.9
)
(1.7
)
(19.0
)
(3.5
)
1.8
Non-catastrophe property losses
71.8
12.6
78.5
14.5
(1.9
)
Total
85.6
15.0
69.9
12.9
2.1
Nine Months 2017
Nine Months 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
65.3
3.8
pts
$
33.2
2.1
pts
1.7
pts
Favorable prior year casualty reserve development
(38.6
)
(2.3
)
(46.0
)
(2.9
)
0.6
Non-catastrophe property losses
216.5
12.7
209.2
13.1
(0.4
)
Total
243.2
14.2
196.4
12.3
1.9
27
Table of Contents
Third Quarter 2017
catastrophe losses of $23.7 million were driven by the following hurricane activity: (i) $8.2 million, or 1.4 points, related to Hurricane Irma; and (ii) $6.2 million, or 1.1 points, related to Hurricane Harvey. The remaining catastrophe losses in the quarter were from smaller events and development on events that occurred in the first half of 2017.
Details of the favorable prior year casualty reserve development were as follows:
(Favorable)/Unfavorable Prior Year Casualty Reserve Development
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
General liability
$
(10.9
)
(11.0
)
(48.3
)
(33.0
)
Commercial automobile
5.0
7.0
26.0
20.0
Workers compensation
(14.0
)
(15.0
)
(29.3
)
(36.0
)
Bonds
—
—
(2.0
)
—
Total Standard Commercial Lines
(19.9
)
(19.0
)
(53.6
)
(49.0
)
Homeowners
—
—
1.0
—
Personal automobile
—
—
4.0
—
Total Standard Personal Lines
—
—
5.0
—
E&S
10.0
—
10.0
3.0
Total (favorable) prior year casualty reserve development
$
(9.9
)
(19.0
)
(38.6
)
(46.0
)
(Favorable) impact on loss ratio
(1.7
)
pts
(3.5
)
(2.3
)
(2.9
)
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."
The increases in the GAAP loss and loss expense ratio in both periods were partially offset by improvements in the GAAP underwriting expense ratio of
1.8
points in
Third Quarter 2017
and
1.2
points in
Nine Months
2017
compared to the same periods last year. This underwriting expense ratio reduction was due, in part, to:
•
A 0.7-point and 0.5-point decrease in commissions to our distribution partners in
Third Quarter 2017
and
Nine Months
2017
, respectively due to lower supplemental commission expense, as well as lower base commission expenses that were driven by targeted actions we took in Third Quarter 2016 on our homeowners book of business;
•
A
0.2
-point and
0.3
-point decrease in pension expense in
Third Quarter 2017
and
Nine Months
2017
, respectively, reflecting expected returns on pension plan assets that have outpaced expenses in the current year periods. As our pension plan ceased accruing benefits on March 31, 2016, we extended the amortization period for the net actuarial loss from the average remaining service life of active participants to the average remaining life expectancy of plan participants, which drove the decrease in plan expenses. For additional information on our pension plan, refer to Note 10. "Retirement Plans" in Item 1. "Financial Statements." of this Form 10-Q; and
•
A 0.6-point and 0.5-point decrease in labor expenses as a percentage of premium in
Third Quarter 2017
and
Nine Months
2017
, respectively, as we recognized productivity gains from the growth of our business.
Investments Segment
In total, our investment segment contributed
8.2
points to our overall annualized ROE in
Third Quarter 2017
and
7.6
points in
Nine Months
2017
, compared to
7.0
points in
Third Quarter 2016
and
6.7
points in
Nine Months
2016
. These increases were driven by improved yields on our fixed income securities portfolio. Additionally, our alternative investments portfolio reported pre-tax income of
$2.7 million
in
Third Quarter 2017
and
$9.5 million
in
Nine Months
2017
, compared to pre-tax income of
$1.6 million
in
Third Quarter 2016
and no income in
Nine Months
2016
. Returns in our alternative investments portfolio in 2016 were negatively impacted by investments in the energy sector.
Other
Our other expenses, which are primarily comprised of stock compensation expense at the holding company level, reduced our overall annualized ROE by
2.0
points in
Third Quarter 2017
and
2.2
points in
Nine Months
2017
, compared to
2.5
points in
Third Quarter 2016
and
2.8
points in
Nine Months
2016
. In 2017, we restructured our newly-issued stock compensation awards to be more aligned with grant date fair value expense treatment and lowered the allocation to awards that require fair value adjustments subsequent to grant date. However, the 25% increase in our stock price during Nine Months 2017 has resulted in fair value adjustments to our outstanding awards that have partially offset the savings associated with the structural changes. Additionally, Nine Months 2017 included a tax benefit associated with stock compensation activity from the first quarter that benefited our overall annualized ROE by 0.3 points.
28
Table of Contents
For additional information on the tax effects of share-based compensation, refer to Note 2. "Adoption of Accounting Pronouncements" in Item 1. "Financial Statements." of this Form 10-Q.
Outlook
The insurance industry incurred a record level of catastrophe losses with some estimates for the three hurricanes, Harvey, Irma and Maria, exceeding $100 billion in the aggregate. Our third quarter results remained solid despite the elevated level of industry catastrophe losses, benefiting from our geographic concentration in the Northeast and Mid Atlantic states and our prudent underwriting risk appetite. These industry losses will likely serve as a reminder to anticipate and price for expected catastrophe losses. As increases in reinsurance costs will likely be seen in the marketplace going forward, particularly for loss-impacted property catastrophe reinsurance programs, these costs may ultimately result in improving primary property rates as well.
Internally, we continue to seek additional growth opportunities in our insurance operations while achieving rate and working towards our profit targets. Our NPW growth has exceeded the industry’s growth rate, while we are generating solid underwriting margins. In addition, we have about a
1.3%
standard commercial lines market share in our long-term
22
state footprint and the District of Columbia, and our long-term goal is to increase this market share to approximately
3%
. By offering our distribution partners superior technology solutions and customer experience, we are targeting a
12%
share of the standard commercial lines business within our independent agencies, which we refer to as our "share of wallet." As of September 30, 2017, our share of wallet with agencies with which we have an established relationship was approximately
8%
. We are also seeking to increase our agency appointments over time to represent a
25%
market share of the states in which we are fully operational, from our current
18%
share. We believe our relationships with our distribution partners are among the strongest in the industry and underpin our success. During
Nine Months
2017
, we appointed
83
of the
85
new agents we are planning for this year, net of agency terminations.
Effective July 1, 2017, we opened Arizona and New Hampshire for Standard Commercial Lines business. We have appointed a total of 26 agents in these states, with appointments in each state controlling about 25% of that state's available commercial lines premium. We began quoting business during the second quarter of 2017, with policies being effective on or after July 1, 2017. Direct premiums written in these states in
Third Quarter 2017
totaled $5.6 million. Our approach to entering these states has been consistent with our agent franchise business model, which is predicated around our field-based underwriting, claims, and customer service. We expect to open Colorado for Standard Commercial Lines business in early 2018 and Utah and New Mexico later in 2018.
In our Investments segment, we generated after-tax net investment income of
$87.3 million
in
Nine Months
2017
and are on track to exceed our original full year guidance. Our challenge in
2017
is navigating the increased market volatility that may accompany uncertainty regarding fiscal and monetary policy changes. We are positioning ourselves for a more competitive environment with a focus on generating adequate returns for our shareholders. We are preparing ourselves for changes in a period of heightened uncertainty surrounding interest rates, tax law changes, legislative changes, and inflation. We also have a number of internal strategic initiatives in place to enhance our technological offerings to our agents, while improving the overall customer experience.
After three quarters of results, we are increasing our full-year 2017 after-tax net investment income guidance by $2 million, to $115 million, with all other assumptions remaining the same. Our full-year expectations are as follows:
•
A statutory combined ratio, excluding catastrophe losses, of approximately
89.5%
. This assumes no prior year casualty reserve development in the fourth quarter;
•
Catastrophe losses of
3.5
points;
•
After-tax net investment income of
$115 million
; and
•
Weighted average shares of approximately
59.2 million
.
29
Table of Contents
Results of Operations and Related Information by Segment
Standard Commercial Lines
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
GAAP Insurance Operations Results:
NPW
$
472,051
449,544
5
%
$
1,434,516
1,353,615
6
%
NPE
445,250
421,586
6
1,327,258
1,235,752
7
Less:
Losses and loss expenses incurred
254,870
238,215
7
749,310
683,183
10
Net underwriting expenses incurred
154,003
152,706
1
462,439
447,528
3
Dividends to policyholders
1,048
541
94
2,875
3,812
(25
)
Underwriting gain
$
35,329
30,124
17
%
$
112,634
101,229
11
%
GAAP Ratios:
Loss and loss expense ratio
57.3
%
56.5
0.8
pts
56.5
%
55.3
1.2
pts
Underwriting expense ratio
34.6
36.3
(1.7
)
34.8
36.2
(1.4
)
Dividends to policyholders ratio
0.2
0.1
0.1
0.2
0.3
(0.1
)
Combined ratio
92.1
92.9
(0.8
)
91.5
91.8
(0.3
)
Statutory Ratios:
Loss and loss expense ratio
57.4
56.5
0.9
56.5
55.2
1.3
Underwriting expense ratio
34.1
35.4
(1.3
)
33.5
34.6
(1.1
)
Dividends to policyholders ratio
0.2
0.1
0.1
0.2
0.3
(0.1
)
Combined ratio
91.7
%
92.0
(0.3
)
pts
90.2
%
90.1
0.1
pts
The increases in NPW in
Third Quarter
and
Nine Months
2017
compared to
Third Quarter
and
Nine Months
2016
were driven by: (i) direct new business; (ii) renewal pure price increases; and (iii) strong retention.
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
Retention
85
%
84
84
%
83
Renewal pure price increases
2.7
2.5
2.9
2.6
Direct new business
$
96.9
89.2
$
284.4
272.4
The NPE increases in
Third Quarter
and
Nine Months
2017
compared to
Third Quarter
and
Nine Months
2016
were consistent with the fluctuation in NPW for the twelve-month period ended
September 30, 2017
compared with the twelve-month period ended
September 30, 2016
.
The GAAP loss and loss expense ratio increased
0.8
points in
Third Quarter 2017
compared to
Third Quarter 2016
and
1.2
points in
Nine Months
2017
compared to
Nine Months
2016
. This increase was driven by the following:
Third Quarter 2017
Third Quarter 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
14.3
3.2
pts
$
6.2
1.5
pts
1.7
pts
Non-catastrophe property losses
49.1
11.0
51.6
12.2
(1.2
)
Favorable prior year casualty reserve development
(19.9
)
(4.5
)
(19.0
)
(4.5
)
—
Total
43.5
9.7
38.8
9.2
0.5
Nine Months 2017
Nine Months 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
38.1
2.9
pts
$
21.5
1.7
pts
1.2
pts
Non-catastrophe property losses
147.0
11.1
136.8
11.1
—
Favorable prior year casualty reserve development
(53.6
)
(4.0
)
(49.0
)
(4.0
)
—
Total
131.5
10.0
109.3
8.8
1.2
30
Table of Contents
For additional information regarding the favorable prior year casualty reserve development by line of business, see the "Financial Highlights of Results for
Third Quarter
and
Nine Months
2017
and
Third Quarter
and
Nine Months
2016
" section above and the line of business discussions below.
The GAAP underwriting expense ratio decreased
1.7
points in
Third Quarter
2017
and
1.4
points in
Nine Months
2017
compared to the same prior year periods due primarily to the following:
•
Lower supplemental and base commissions to our distribution partners of approximately 0.5 points in the quarter and 0.4 points in the year-to-date period;
•
Lower pension expense of
0.2
points in the quarter and
0.3
points in the year-to-date period; and
•
Decreases in labor expenses as a percentage of premium as we recognized productivity gains from the growth of our business.
The following is a discussion of our most significant Standard Commercial Lines of business and their respective statutory results:
General Liability
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
Statutory NPW
$
147,858
141,556
4
%
$
461,716
431,751
7
%
Direct new business
28,067
25,646
9
84,986
80,622
5
Retention
85
%
84
1
pts
83
%
83
—
pts
Renewal pure price increases
2.4
1.7
0.7
2.5
1.8
0.7
Statutory NPE
$
141,059
133,981
5
%
$
422,546
391,349
8
%
Statutory combined ratio
83.1
%
84.7
(1.6
)
pts
78.2
%
83.9
(5.7
)
pts
% of total statutory Standard Commercial Lines NPW
31
31
32
32
The statutory combined ratio decrease in
Third Quarter
2017
compared to
Third Quarter
2016
was driven primarily by: (i) lower supplemental commissions to our distribution partners of 0.7 points; and (ii) a decrease in current year loss costs that reduced the combined ratio by 0.3 points. These were partially offset by lower favorable prior year casualty reserve development, as illustrated in the table below.
The statutory combined ratio decrease in
Nine Months
2017
compared to
Nine Months
2016
was driven primarily by: (i) favorable prior year casualty reserve development, as illustrated in the table below; (ii) lower supplemental commissions to our distribution partners of 0.6 points; (iii) a decrease in current year loss costs that reduced the combined ratio by 0.4 points; and (iv) lower pension expense of 0.4 points.
Third Quarter 2017
Third Quarter 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(10.9
)
(7.7
)
pts
$
(11.0
)
(8.2
)
pts
0.5
pts
Nine Months 2017
Nine Months 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(48.3
)
(11.4
)
pts
$
(33.0
)
(8.4
)
pts
(3.0
)
pts
The significant drivers of the development were as follows:
•
Third Quarter
and
Nine Months
2017
: Development was primarily attributable to lower claims frequencies and severities primarily in accident years 2015 and prior, particularly in the products liability and excess liability segments.
•
Third Quarter
and
Nine Months
2016
: Development was primarily attributable to lower claims frequencies and severities in the 2012 through 2014 accident years, particularly in the products liability and excess liability segments.
31
Table of Contents
Commercial Automobile
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
Statutory NPW
$
121,749
108,655
12
%
$
358,198
325,751
10
%
Direct new business
21,906
18,953
16
61,456
58,225
6
Retention
86
%
85
1
pts
84
%
84
—
pts
Renewal pure price increases
6.5
4.8
1.7
6.7
4.9
1.8
Statutory NPE
$
111,711
100,612
11
%
$
327,156
294,927
11
%
Statutory combined ratio
113.1
%
114.5
(1.4
)
pts
111.0
%
108.9
2.1
pts
% of total statutory Standard Commercial Lines NPW
26
24
25
24
The decrease in the statutory combined ratio of 1.4 points in Third Quarter 2017 compared to Third Quarter 2016 was driven by underwriting expenses that were down 2.0 points. This decrease, coupled with lower unfavorable prior year casualty reserve development, was partially offset by an increase in the current year loss costs of 3.4 points. Quantitative information on the prior year development and property losses is as follows:
Third Quarter 2017
Third Quarter 2016
($ in millions)
Losses Incurred
Impact on
Combined Ratio
Losses Incurred
Impact on
Combined Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
5.0
4.5
pts
$
7.0
7.0
pts
(2.5
)
pts
Catastrophe losses
0.5
0.5
0.4
0.4
0.1
Non-catastrophe property losses
18.5
16.6
16.6
16.5
0.1
Total
24.0
21.6
24.0
23.9
(2.3
)
The year-to-date period also benefited from underwriting expenses that were 1.3 points lower compared to Nine Months 2016; however, this benefit was more than offset by a 4.2-point increase in current year loss reserve estimates. In addition, quantitative information regarding prior year development and property losses is included in the following table:
Nine Months 2017
Nine Months 2016
($ in millions)
Losses Incurred
Impact on
Combined Ratio
Losses Incurred
Impact on Combined Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
26.0
7.9
pts
$
20.0
6.8
pts
1.1
pts
Catastrophe losses
1.6
0.5
0.7
0.2
0.3
Non-catastrophe property losses
48.9
14.9
46.4
15.7
(0.8
)
Total
76.5
23.3
67.1
22.7
0.6
The significant drivers of the development were as follows:
•
Third Quarter
and
Nine Months
2017
: Development was primarily due to higher claims frequencies, and some increases in claim severities, in accident years 2015 and 2016.
•
Third Quarter
and
Nine Months
2016
: Development was primarily due to higher severities in the 2013 and 2014 accident years coupled with higher claims frequencies in the 2015 accident year.
The decreases in the statutory underwriting expense ratios in
Third Quarter 2017
and
Nine Months
2017
compared to the same prior year periods were driven primarily by the growth in premiums earned, which has more than outpaced fixed expenses, coupled with: (i) lower supplemental commissions to our distribution partners; and (ii) a reduction in pension expense.
32
Table of Contents
Workers Compensation
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
Statutory NPW
$
80,252
81,646
(2
)
%
$
253,446
252,032
1
%
Direct new business
18,617
17,952
4
52,923
52,763
—
Retention
85
%
85
—
pts
84
%
84
—
pts
Renewal pure price (decreases) increases
(0.4
)
0.9
(1.3
)
0.3
1.3
(1.0
)
Statutory NPE
$
77,580
78,596
(1
)
%
$
236,366
229,847
3
%
Statutory combined ratio
81.3
%
80.2
1.1
pts
85.1
%
82.8
2.3
pts
% of total statutory Standard Commercial Lines NPW
17
18
18
19
The variances in the statutory combined ratio in
Third Quarter
and
Nine Months
2017
compared to the same prior year periods were due primarily to prior year casualty reserve development, as follows:
Third Quarter 2017
Third Quarter 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(14.0
)
(18.0
)
pts
$
(15.0
)
(19.1
)
pts
1.1
pts
Nine Months 2017
Nine Months 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
Points
Favorable prior year casualty reserve development
$
(29.3
)
(12.4
)
pts
$
(36.0
)
(15.7
)
pts
3.3
pts
The significant drivers of the development were as follows:
•
Third Quarter
and
Nine Months
2017
: Development was primarily due to lower severities in accident years 2016 and prior, driven in part by an extended period of lower than historical medical inflation.
•
Third Quarter
and
Nine Months
2016
: Development was primarily due to lower severities in accident years 2014 and prior.
For more information regarding the initiatives that we have undertaken regarding this line of business, refer to the Standard Market Workers Compensation Line of Business discussion within the Reserves for Losses and Loss Expenses section of "Critical Accounting Policies and Estimates" of our
2016
Annual Report.
Commercial Property
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
Statutory NPW
$
84,664
82,695
2
%
$
247,138
237,693
4
%
Direct new business
18,451
18,743
(2
)
55,614
56,892
(2
)
Retention
83
%
82
1
pts
82
%
82
—
pts
Renewal pure price increases
1.4
2.0
(0.6
)
1.7
2.3
(0.6
)
Statutory NPE
$
78,151
74,052
6
%
$
232,594
217,821
7
%
Statutory combined ratio
89.1
%
85.2
3.9
pts
92.1
%
85.0
7.1
pts
% of total statutory Standard Commercial Lines NPW
18
18
17
18
33
Table of Contents
The increases in the statutory combined ratio in
Third Quarter
and
Nine Months
2017
compared to the same prior year periods were driven by the following:
Third Quarter 2017
Third Quarter 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
% or
Points
Catastrophe losses
$
12.6
16.1
pts
$
3.4
4.5
pts
11.6
pts
Non-catastrophe property losses
24.1
30.9
27.7
37.4
(6.5
)
Total
36.7
47.0
31.1
41.9
5.1
Nine Months 2017
Nine Months 2016
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
(Benefit) Expense
Impact on
Combined Ratio
Change
% or
Points
Catastrophe losses
$
33.1
14.2
pts
$
16.5
7.6
pts
6.6
pts
Non-catastrophe property losses
82.2
35.3
74.0
34.0
1.3
Total
115.3
49.5
90.5
41.6
7.9
Catastrophe losses related to Hurricanes Irma and Harvey amounted to $6.6 million and $0.5 million, respectively, in Third Quarter 2017. These losses increased the statutory combined ratio for this line of business by 9.1 points in Third Quarter 2017 and 3.0 points in Nine Months 2017.
The variances in non-catastrophe property losses in
Third Quarter
and
Nine Months
2017
compared to the same prior year periods reflect volatility from period to period in fire and weather-related losses that is normally associated with our commercial property line of business.
Standard Personal Lines
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
GAAP Insurance Operations Results:
NPW
$
81,195
76,225
7
%
$
223,998
213,770
5
%
NPE
72,601
68,690
6
215,474
209,719
3
Less:
Losses and loss expenses incurred
42,120
41,582
1
141,135
123,489
14
Net underwriting expenses incurred
22,302
22,837
(2
)
66,822
67,229
(1
)
Underwriting gain
$
8,179
4,271
92
%
$
7,517
19,001
(60
)
%
GAAP Ratios:
Loss and loss expense ratio
58.0
%
60.5
(2.5
)
pts
65.5
%
58.9
6.6
pts
Underwriting expense ratio
30.7
33.3
(2.6
)
31.0
32.0
(1.0
)
Combined ratio
88.7
93.8
(5.1
)
96.5
90.9
5.6
Statutory Ratios:
Loss and loss expense ratio
58.0
60.7
(2.7
)
65.5
58.9
6.6
Underwriting expense ratio
28.4
31.3
(2.9
)
29.7
31.8
(2.1
)
Combined ratio
86.4
%
92.0
(5.6
)
pts
95.2
%
90.7
4.5
pts
The increases in NPW in
Third Quarter
and
Nine Months
2017
compared to
Third Quarter
and
Nine Months
2016
were due primarily to: (i) an increase in new business; (ii) renewal pure price increases; and (iii) improving retention.
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
New business
$
13.6
12.0
$
38.2
29.0
Retention
84
%
83
84
%
82
Renewal pure price increases
3.1
4.7
2.8
5.0
34
Table of Contents
The NPE increases in
Third Quarter
and
Nine Months
2017
compared to
Third Quarter
and
Nine Months
2016
were consistent with the fluctuations in NPW for the twelve-month period ended
September 30, 2017
compared with the twelve-month period ended
September 30, 2016
.
The GAAP loss and loss expense ratio decreased
2.5
points in
Third Quarter 2017
compared to
Third Quarter 2016
and increased
6.6
points in
Nine Months
2017
compared to
Nine Months
2016
. Quantitative information on the drivers of this decrease is as follows:
Third Quarter 2017
Third Quarter 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Non-catastrophe property losses
$
19.1
26.3
pts
$
18.9
27.6
pts
(1.3
)
pts
Catastrophe losses
2.2
3.0
2.5
3.6
(0.6
)
Flood claims handling fees
(2.2
)
(3.1
)
(2.0
)
(2.9
)
(0.2
)
Total
19.1
26.2
19.4
28.3
(2.1
)
Nine Months 2017
Nine Months 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Catastrophe losses
$
15.4
7.2
pts
$
6.8
3.2
pts
4.0
pts
Unfavorable prior year casualty reserve development
5.0
2.3
—
—
2.3
Flood claims handling fees
(3.6
)
(1.7
)
(4.0
)
(1.9
)
0.2
Non-catastrophe property losses
55.4
25.7
53.6
25.6
0.1
Total
72.2
33.5
56.4
26.9
6.6
Hurricanes Irma and Harvey did not have a significant impact on Personal Lines in
Third Quarter 2017
, with only $1.0 million in catastrophe losses. WYO flood claims handling fees related to these storms were $1.2 million
.
The prior year casualty reserve development in
Nine Months
2017
was primarily driven by increased frequency and severity in the personal automobile liability line for accident year 2016.
The GAAP underwriting expense ratio decreased
2.6
points in
Third Quarter 2017
compared to
Third Quarter 2016
and
1.0
points in
Nine Months
2017
compared to
Nine Months
2016
driven by targeted actions taken on direct commissions for our homeowners book of business, coupled with the impact of:
•
Cost containment measures related to expenditures for surveys and other underwriting reports;
•
Lower supplemental commissions to our distribution partners; and
•
A reduction in pension expense.
35
Table of Contents
E&S Insurance Operations
Quarter ended September 30,
Change
% or
Points
Nine Months ended September 30,
Change
% or
Points
($ in thousands)
2017
2016
2017
2016
GAAP Insurance Operations Results:
NPW
$
51,031
53,004
(4
)
%
$
158,281
154,887
2
%
NPE
54,204
52,153
4
158,207
151,348
5
Less:
Losses and loss expenses incurred
47,597
36,461
31
113,173
105,209
8
Net underwriting expenses incurred
17,670
18,054
(2
)
53,208
49,604
7
Underwriting loss
$
(11,063
)
(2,362
)
(368
)
%
$
(8,174
)
(3,465
)
(136
)
%
GAAP Ratios:
Loss and loss expense ratio
87.8
%
69.9
17.9
pts
71.6
%
69.5
2.1
pts
Underwriting expense ratio
32.6
34.6
(2.0
)
33.6
32.8
0.8
Combined ratio
120.4
104.5
15.9
105.2
102.3
2.9
Statutory Ratios:
Loss and loss expense ratio
87.8
70.0
17.8
71.6
69.5
2.1
Underwriting expense ratio
32.3
31.4
0.9
33.0
31.4
1.6
Combined ratio
120.1
%
101.4
18.7
pts
104.6
%
100.9
3.7
pts
The highly competitive E&S marketplace is making NPW growth challenging. Quantitative information regarding new business and price increases is as follows:
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
Direct new business
$
20.6
24.2
$
69.3
72.1
Overall new/renewal price increases
3.2
%
5.8
5.5
%
4.8
The NPE increases in
Third Quarter
and
Nine Months
2017
compared to
Third Quarter
and
Nine Months
2016
were consistent with the fluctuations in NPW for the twelve-month period ended
September 30, 2017
compared with the twelve-month period ended
September 30, 2016
.
The GAAP loss and loss expense ratio increased
17.9
points in
Third Quarter 2017
and
2.1
points in
Nine Months
2017
compared to the same prior year periods, driven by: (i) unfavorable prior year casualty reserve development, reflecting higher than expected casualty severities in accident years 2015 and prior; and (ii) higher catastrophe losses driven by $5.3 million of net losses from Hurricane Harvey, which added 9.8 points in
Third Quarter
2017
and 3.4 points in
Nine Months
2017
. Partially offsetting these items was lower non-catastrophe property losses in both the quarter and year-to-date periods. Quantitative information on these drivers is as follows:
Third Quarter 2017
Third Quarter 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
10.0
18.4
pts
$
—
—
pts
18.4
pts
Catastrophe losses
7.3
13.5
1.7
3.3
10.2
Non-catastrophe property losses
3.7
6.8
7.9
15.2
(8.4
)
Total
21.0
38.7
9.6
18.5
20.2
Nine Months 2017
Nine Months 2016
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
Change in Ratio
Unfavorable prior year casualty reserve development
$
10.0
6.3
pts
$
3.0
2.0
pts
4.3
pts
Catastrophe losses
11.7
7.4
4.9
3.2
4.2
Non-catastrophe property losses
14.1
8.9
18.8
12.4
(3.5
)
Total
35.8
22.6
26.7
17.6
5.0
36
Table of Contents
Reinsurance
We have successfully completed negotiations of our July 1, 2017 excess of loss treaties, which provide 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") provides $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 in excess of $40.0 million, with an annual aggregate limit of approximately $75.5 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”) provides $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 remains unchanged from the prior treaty.
•
The Casualty Treaty excludes NBCR terrorism losses and has annual aggregate non-NBCR terrorism limits of $208.0 million.
Investments
The primary objective of the investment portfolio is to maximize after-tax income and total return of the portfolio, while maintaining our historic credit quality and duration risk profile. Our investment philosophy includes certain return and risk objectives for the fixed income, equity, and other investment portfolios. After-tax yield and income generation are key drivers to our investment strategy, which we believe will be obtained through more active management of the portfolio.
Total Invested Assets
($ in thousands)
September 30, 2017
December 31, 2016
Change % or Points
Total invested assets
$
5,710,835
5,364,947
6
%
Invested assets per dollar of stockholders' equity
3.36
3.50
(4
)
Unrealized gain – before tax
135,996
64,803
110
Unrealized gain – after tax
88,398
42,122
110
The increase in invested assets at
September 30, 2017
compared to
December 31, 2016
was primarily driven by operating cash flow of
$307.8 million
, and an increase in pre-tax unrealized gains of
$71.2 million
. The
$71.2 million
change in pre-tax unrealized gains was driven by our fixed income securities portfolio, which was favorably impacted by tightening credit spreads and a decrease in risk-free rates.
37
Table of Contents
Fixed Income Securities
At
September 30, 2017
, our fixed income securities portfolio represented
91
% of our total invested assets, largely unchanged compared to
December 31, 2016
. The effective duration and spread duration of the fixed income securities portfolio as of
September 30, 2017
was
3.6
years and
4.4
years, respectively, including short-term investments. The Insurance Subsidiaries’ liability duration was approximately
4.0
years. Effective duration provides an approximate measure of the portfolio's price sensitivity to a change in interest rates, while spread duration provides an approximate measure of the portfolio's price sensitivity to spread changes, which are the differences between the yields on particular debt instruments and the yields of U.S. Treasury debt securities with similar maturities. The effective and spread durations of the fixed income securities portfolio are monitored and managed to maximize yield while managing interest rate risk and credit risk, respectively, at an acceptable level. We maintain a well-diversified portfolio across sectors, credit quality, and maturities that affords us ample liquidity. Purchases and sales are made with the intent of maximizing investment returns in the current market environment while balancing capital preservation.
Our fixed income securities portfolio had a weighted average credit rating of “
AA-
,” with
97%
of the securities in the portfolio being investment grade quality at both
September 30, 2017
and
December 31, 2016
. Within our fixed income securities portfolio, we maintained an allocation of non-investment grade high-yield securities, which represented
3%
of our fixed income securities portfolio as of both
September 30, 2017
and
December 31, 2016
. The sector composition and credit quality of our major asset categories within our fixed income securities portfolio did not significantly change from
December 31, 2016
. However, we have recently increased our exposure to floating rate fixed income securities, primarily in our collateralized loan obligations portfolio. Across all asset classes, floating rate securities represented approximately
19%
of our fixed income securities portfolio as of
September 30, 2017
, compared to
13%
as of
December 31, 2016
. The increase in floating rate instruments, which are primarily indexed to the 90-day LIBOR, will increase the sensitivity of changes to our book yield and investment income.
For details regarding the credit quality of our portfolio, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.” of our
2016
Annual Report.
Net Investment Income
The components of net investment income earned for the indicated periods were as follows:
Quarter ended September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Fixed income securities
$
38,865
32,453
113,424
95,850
Equity securities
1,605
1,506
4,492
5,940
Short-term investments
396
192
1,023
493
Other investments
2,659
1,628
9,493
(49
)
Investment expenses
(3,079
)
(2,404
)
(9,137
)
(6,908
)
Net investment income earned – before tax
40,446
33,375
119,295
95,326
Net investment income tax expense
(10,856
)
(8,462
)
(31,951
)
(23,328
)
Net investment income earned – after tax
$
29,590
24,913
87,344
71,998
Effective tax rate
26.8
%
25.4
26.8
24.5
Annualized after-tax yield on fixed income securities
2.2
2.0
2.2
2.0
Annualized after-tax yield on investment portfolio
2.1
1.9
2.1
1.8
The increase in net investment income in both
Third Quarter
2017
and
Nine Months 2017
was driven primarily by our fixed income securities portfolio, which benefited from improved new money reinvestment yields and repositioning within the investment grade securities. In addition, income from our alternative investments portfolio increased in both periods due to valuation improvements in the private equity and energy-related sectors.
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 September 30,
Nine Months ended September 30,
($ in thousands)
2017
2016
2017
2016
Net realized gains, excluding OTTI
$
6,871
4,030
12,252
7,233
OTTI
(73
)
(342
)
(4,765
)
(4,484
)
Total net realized gains
$
6,798
3,688
7,487
2,749
38
Table of Contents
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
2016
Annual Report. For additional information about our OTTI charges, see Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q.
Federal Income Taxes
The following table provides information regarding federal income taxes:
Quarter ended September 30,
Nine Months ended September 30,
($ in millions)
2017
2016
2017
2016
Federal income tax expense
$
20.6
16.9
55.2
50.5
Effective tax rate
30.6
%
30.6
28.5
29.8
The effective tax rate in the table above differs from the statutory tax rate of
35%
primarily because of tax-advantaged interest and dividend income. The decrease in our effective tax rate in
Nine Months
2017
from the same prior year period was driven primarily by our adoption of ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-based Payment Accounting
("ASU 2016-09") on January 1, 2017, which requires that the tax effects of share-based compensation be recognized in the income tax provision as discrete items outside of the annual estimated expected tax rate. Excess tax benefits recognized in the income statement reduced our effective tax rate by 1.8 points in
Nine Months
2017
, largely driven by first quarter 2017 activity. Previously, these amounts were recorded in additional paid-in capital. For further information on our adoption of ASU 2016-09, refer to Note 2. "Adoption of Accounting Pronouncements" in Item 1. "Financial Statements." of this Form 10-Q.
We believe that our future effective tax rate will continue to be impacted by similar items, assuming no significant changes to tax laws. However, the U.S. federal income tax structure is currently under significant debate and we are unable to provide an estimate of the magnitude of potential changes.
Financial Condition, Liquidity, 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
$217 million
at
September 30, 2017
was comprised of
$23 million
at the Parent and
$194 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
$89 million
at
September 30, 2017
, compared to
$74 million
at
December 31, 2016
.
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
$80 million
in total dividends to the Parent in
2017
, of which
$60 million
was paid during
Nine Months
2017
. As of
September 30, 2017
, our allowable ordinary maximum dividend was
$199 million
for
2017
, which is a $6 million increase from December 31, 2016 due to an Indiana regulation change regarding the calculation of ordinary dividends, which favorably impacted two of our insurance subsidiaries.
39
Table of Contents
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. 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
2016
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 effective duration of the fixed income securities portfolio, including short-term investments, was
3.6
years as of
September 30, 2017
, while the liabilities of the Insurance Subsidiaries have a duration of
4.0
years. As protection for the capital resources of the Insurance Subsidiaries, we purchase reinsurance coverage for significantly large claims or catastrophes that may occur during the year.
Line of Credit
The Parent's line of credit with Wells Fargo Bank, National Association, as administrative agent, and Branch Banking and Trust Company (BB&T) (referred to as our "Line of Credit"), was renewed effective
December 1, 2015
with a borrowing capacity of
$30 million
, which can be increased to
$50 million
with the approval of both lending partners. This Line of Credit expires on
December 1, 2020
and has an interest rate which varies and is based on, among other factors, the Parent's debt ratings. There were no balances outstanding under the Line of Credit at
September 30, 2017
or at any time during
2017
.
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 September 30, 2017
Actual as of September 30, 2017
Consolidated net worth
Not less than $1.1 billion
$1.7 billion
Statutory surplus
Not less than $750 million
$1.7 billion
Debt-to-capitalization ratio
1
Not to exceed 35%
20.7%
A.M. Best Company ("A.M. Best") financial strength rating
Minimum of A-
A
1
Calculated in accordance with the Line of Credit agreement.
Several of our Insurance Subsidiaries are members of certain branches of the Federal Home Loan Bank, which provides those subsidiaries with additional access to liquidity. Membership is as follows:
Branch
Insurance Subsidiary Member
Federal Home Loan Bank of Indianapolis ("FHLBI")
Selective Insurance Company of South Carolina ("SICSC")
1
Selective Insurance Company of the Southeast ("SICSE")
1
Federal Home Loan Bank of New York ("FHLBNY")
Selective Insurance Company of America ("SICA")
Selective Insurance Company of New York ("SICNY")
1
These subsidiaries are jointly referred to as the "Indiana Subsidiaries" as they are domiciled in Indiana.
The Line of Credit permits aggregate borrowings from the FHLBI and the FHLBNY up to
10%
of the respective member company’s admitted assets for the previous year end. Additionally, as SICNY is domiciled in New York, this company's borrowings from the FHLBNY are limited to the lower of
5%
of admitted assets for the most recently completed fiscal quarter or
10%
of admitted assets for the previous year end.
40
Table of Contents
All borrowings from both the FHLBI and the FHLBNY are required to be secured by investments pledged as collateral. For additional information regarding collateral outstanding, refer to Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q. The following table provides information on the remaining capacity for Federal Home Loan Bank borrowings based on these restrictions, as well as the amount of additional stock that would need to be purchased to allow these member companies to borrow their remaining capacity:
($ in millions)
Admitted Assets
Borrowing Limitation
Amount Borrowed
Remaining Capacity
Additional Stock Requirements
SICSC
$
644.9
$
64.5
32.0
32.5
1.4
SICSE
490.7
49.1
28.0
21.1
0.9
SICA
2,314.2
231.4
50.0
181.4
8.2
SICNY
437.3
21.9
—
21.9
1.0
Total
$
366.9
110.0
256.9
11.5
Short-term Borrowings
In the first quarter of 2017, SICA borrowed
$64 million
from the FHLBNY, which was repaid on March 21, 2017. For further information regarding this borrowing, see Note 5. "Indebtedness" in Item 1. "Financial Statements." of this Form 10-Q.
Intercompany Loan Agreements
The Parent has lending agreements with the Indiana Subsidiaries that have been approved by the Indiana Department of Insurance, which provide additional liquidity to the Parent. Similar to the Line of Credit agreement, these lending agreements limit borrowings by the Parent from the Indiana Subsidiaries to 10% of the admitted assets of the respective Indiana Subsidiary. The following table provides information on the Parent’s borrowings and remaining borrowing capacity from the Indiana Subsidiaries:
($ in millions)
Admitted Assets
as of December 31, 2016
Borrowing Limitation
Amount Borrowed
Remaining Capacity
As of September, 2017
SICSC
$
644.9
$
64.5
27.0
37.5
SICSE
490.7
49.1
18.0
31.1
Total
$
113.6
45.0
68.6
Capital Market Activities
The Parent had no private or public issuances of stock or debt instruments during
Nine Months
2017
.
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.
On October 25, 2017, our Board of Directors declared, for stockholders of record as of November 15, 2017, an $0.18 per share dividend to be paid on December 1, 2017. This is a 13% increase compared to the dividend declared on July 26, 2017.
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. Our next principal debt repayment is due in 2021.
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.
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
September 30, 2017
, we had GAAP stockholders' equity and statutory surplus of
$1.7 billion
. With total debt of
$439.0 million
, our debt-to-capital ratio was approximately
20.5%
at
September 30, 2017
.
41
Table of Contents
Our cash requirements include, but are not limited to, principal and interest payments on various notes payable, dividends to stockholders, payment of claims, payment of commitments under limited partnership agreements and capital expenditures, as well as other operating expenses, which include commissions to our distribution partners, labor costs, premium taxes, general and administrative expenses, and income taxes. For further details regarding our cash requirements, refer to the section below entitled, “Contractual Obligations, Contingent Liabilities, and Commitments.”
We continually monitor our cash requirements and the amount of capital resources that we maintain at the holding company and operating subsidiary levels. As part of our long-term capital strategy, we strive to maintain capital metrics, relative to the macroeconomic environment, that support our targeted financial strength. Based on our analysis and market conditions, we may take a variety of actions, including, but not limited to, contributing capital to the Insurance Subsidiaries in our insurance operations, issuing additional debt and/or equity securities, repurchasing shares of the Parent’s common stock, and increasing stockholders’ dividends.
Our capital management strategy is intended to protect the interests of the policyholders of the Insurance Subsidiaries and our stockholders, while enhancing our financial strength and underwriting capacity.
Book value per share increased to
$29.10
, or 10%, as of
September 30, 2017
, from
$26.42
as of
December 31, 2016
, due to
$2.34
in net income and
$0.79
in unrealized gains on our investment portfolio, partially offset by
$0.48
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
87
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
2016
Annual Report and continue to be as follows:
NRSRO
Financial Strength Rating
Outlook
A.M. Best
A
Stable
Moody's Investor Services ("Moody's")
A2
Stable
Fitch Ratings ("Fitch")
A+
Stable
Standard & Poor's Global Ratings ("S&P")
A
Stable
In the second quarter of 2017, Fitch reaffirmed our "A+" rating with a "stable" outlook. In taking this action, Fitch cited our strong underwriting results, solid capitalization with growth in stockholders' equity, stable leverage metrics, and stable interest coverage metrics.
In Third Quarter 2017, A.M. Best reaffirmed our "A" rating with a "stable" outlook. In taking this action, A.M. Best cited our strong level of risk-adjusted capitalization, improved operating performance since 2012, and high policy retention rate across our standard lines of business.
On October 20, 2017, S&P reaffirmed our "A" rating with a "stable" outlook. In taking this action, S&P cited our strong capital and earnings, exceptional liquidity, and recognized the strength of our enterprise risk management, management and governance.
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.
42
Table of Contents
Off-Balance Sheet Arrangements
At
September 30, 2017
and
December 31, 2016
, we did not have any material relationships with unconsolidated entities or financial partnerships, such entities often 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; and (iii) debt have not materially changed since
December 31, 2016
. As of
September 30, 2017
, we had contractual obligations that expire at various dates through
2030
that may require us to invest up to
$167 million
in alternative and other investments. There is no certainty that any such additional investment will be required. Additionally, as of
September 30, 2017
, we had contractual obligations that expire in
2023
to invest
$17.3 million
in a non-publicly traded common stock within our available-for-sale 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. For additional details on transactions with related parties, see Note 12. "Related Party Transactions" in Item 1. "Financial Statements." of this Form 10-Q.
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
2016
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 (the “Exchange Act”)), as of the end of the period covered by this report. In performing this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control
–
Integrated Framework
("COSO Framework")
in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are: (i) effective in recording, processing, summarizing, and reporting information on a timely basis that we are required to disclose in the reports that we file or submit under the Exchange Act; and (ii) effective in ensuring that information that we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during
Nine Months 2017
that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43
Table of Contents
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 losses and loss expense reserves. We expect that any potential ultimate liability in such ordinary course claims litigation will not be material to our consolidated financial condition, results of operations, or cash flows after consideration of provisions made for potential losses and costs of defense.
From time to time, our insurance subsidiaries also are named as defendants 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. Similarly, our Insurance Subsidiaries are also named from time-to-time in individual actions seeking extra-contractual damages, punitive damages, or penalties, some of which allege bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that any potential ultimate liability in any such lawsuit will not be material to our consolidated financial condition, after consideration of provisions made for estimated losses. Nonetheless, given the inherent unpredictability of litigation and the large or indeterminate amounts sought in certain of these actions, an adverse outcome in certain matters could possibly have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods.
As of
September 30, 2017
, 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. These risk factors might affect, alter, or change actions that we might take in executing 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
2016
Annual Report other than as discussed below.
We face risks regarding our flood business because of uncertainties regarding the NFIP.
We are the fifth largest insurance group participating in the WYO arrangement of the NFIP, which is managed by the Mitigation Division of the Federal Emergency Management Agency (“FEMA”) in the U.S. Department of Homeland Security. For WYO participation, we receive an expense allowance for policies written and a servicing fee for claims administered. Under the program, all losses are 100% reinsured by the Federal Government. Currently, the expense allowance is 30.9% of DPW. The servicing fee is the combination of 0.9% of DPW and 1.5% of incurred losses.
As a WYO carrier, we are required to follow certain NFIP procedures when administering flood policies and claims. Some of these requirements may differ from our normal business practices and may present a reputational risk to our brand. Insurance companies are regulated by states and the NFIP requires WYO carriers to be licensed in the states in which they operate. The NFIP, however, is a federal program and WYO carriers are fiscal agents of the U.S. Government and must follow the directives of the NFIP. Consequently, we have the risk that directives of the NFIP and a state regulator on the same issue may conflict.
44
Table of Contents
There has been significant public policy and political debate regarding the NFIP and its outstanding debt, including the obtainment of reinsurance coverage for NFIP losses. In 2016, FEMA secured its first placement of reinsurance for the NFIP. In January 2017, FEMA expanded its September 2016 placement and transferred $1 billion of the NFIP's financial risk to reinsurers through January 1, 2018. Prior to Hurricanes Harvey, Irma, and Maria in Third Quarter 2017, the NFIP had accumulated debt totaling approximately $25 billion. The NFIP's maximum borrowing authority is $30 billion. Losses from the recent storms are estimated to total approximately $16 billion. Congress is considering an aid package that would include $16 billion of debt forgiveness, allowing the NFIP to continue paying storm-related claims. In addition, there are several legislative proposals in Congress regarding NFIP reauthorization. Following a brief extension, the NFIP statute will expire on December 8, 2017, unless reauthorized by Congress. While it is possible that the NFIP program will be reauthorized with limited changes to the underlying structure, there is substantial uncertainty about the future of the program given the changing political environment. Our flood business could be impacted by: (i) any mandate for primary insurance carriers to provide flood insurance; or (ii) private writers becoming more prevalent in the marketplace. The uncertainty created by the public policy debate and politics of flood insurance reform make it difficult for us to predict the future of the NFIP and our continued participation in the program.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table provides information regarding our purchases of our common stock in
Third Quarter 2017
:
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
July 1 – 31, 2017
1,102
$
51.44
—
—
August 1 - 31, 2017
—
—
—
—
September 1 - 30, 2017
—
—
—
—
Total
1,102
$
51.44
—
—
1
During
Third Quarter 2017
,
1,102
shares were purchased from employees in connection with the vesting of restricted stock units. These repurchases were made to satisfy tax withholding obligations 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.
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.
45
Table of Contents
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
October 26, 2017
Gregory E. Murphy
Chairman of the Board and Chief Executive Officer
By: /s/ Mark A. Wilcox
October 26, 2017
Mark A. Wilcox
Executive Vice President and Chief Financial Officer
(principal financial officer)
46