Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from to .
Commission file number 0-8641
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
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22-2168890 |
(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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40 Wantage Avenue, Branchville, New Jersey
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07890 |
(Address of Principal Executive Office)
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(Zip Code) |
Registrants telephone number, including area code: (973) 948-3000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered |
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7.5% Junior Subordinated Notes due September 27, 2066
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New York Stock Exchange |
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Common Stock, par value $2 per share
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NASDAQ Global Select Market |
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
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, and (2)
has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The aggregate market value of the voting Common stock held by non-affiliates of the
registrant, based on the closing price on the NASDAQ Global Select Market, was
$1,393,617,821 on June 30, 2007.
As of February 15, 2008, the registrant had outstanding 53,869,967 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for the 2008 Annual Meeting of Stockholders
to be held on April 24, 2008 are incorporated by reference into Part III of this report.
SELECTIVE INSURANCE GROUP, INC.
Table of Contents
2
PART I
Item 1. Business.
Overview
Selective Insurance Group, Inc., through its subsidiaries, (collectively known as Selective or
the Company) offers property and casualty insurance products and diversified insurance services
and products. Selective Insurance Group, Inc. was incorporated in New Jersey in 1977 and its main
offices are located in Branchville, New Jersey. Selective Insurance Group, Inc.s Common Stock is
publicly traded on the NASDAQ Global Select Market under the symbol, SIGI.
Selective classifies its business into three operating segments:
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Insurance Operations, which sells property and casualty insurance products and services
primarily in 21 states in the Eastern and Midwestern United States; |
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Investments; and |
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Diversified Insurance Services, which provides human resource administration outsourcing
products and services, and federal flood insurance administrative services. |
Financial information about Selectives three operating segments is contained in this report in
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations,
and Item 8. Financial Statements and Supplementary Data, Note 12 to the consolidated financial
statements, Segment Information.
Description of Operating Segment Products and Markets
Insurance Operations Segment
Selectives Insurance Operations sell property and casualty insurance policies, which are contracts
to cover losses for specified risks in exchange for premiums. Property insurance generally covers
the financial consequences of accidental loss to the insureds property. Property claims are
generally reported and settled in a relatively short period of time. Casualty insurance generally
covers the financial consequences of bodily injury and/or property damage to a third party as a
result of the insureds negligent acts, omissions, or legal liabilities. Casualty claims often take
years to be reported and settled.
Selectives Insurance Operations segment writes its property and casualty insurance products
through seven insurance subsidiaries (Insurance Subsidiaries), which are listed on the following
table together with their respective pooled financial strength ratings by A.M. Best Company, Inc.
(A.M. Best), and state of domicile by which each is primarily regulated:
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Insurance Subsidiaries |
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A.M. Best Rating1 |
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Domiciliary State |
Selective Insurance Company of America (SICA) |
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A+ (Superior) |
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New Jersey |
Selective Way Insurance Company (SWIC) |
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A+ (Superior) |
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New Jersey |
Selective Insurance Company of South Carolina (SICSC) |
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A+ (Superior) |
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South Carolina |
Selective Insurance Company of the Southeast (SICSE) |
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A+ (Superior) |
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North Carolina |
Selective Insurance Company of New York (SICNY) |
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A+ (Superior) |
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New York |
Selective Insurance Company of New England (SICNE) |
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A+ (Superior) |
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Maine |
Selective Auto Insurance Company of New Jersey (SAICNJ) |
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A+ (Superior) |
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New Jersey |
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1 |
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With regard to an A+ rating, A.M. Best uses its highest Financial
Strength Rating of Secure, and a descriptor of Superior, which it
defines as, Assigned to companies that have, in our opinion, a
superior ability to meet their ongoing obligations to policyholders.
Only 10% of commercial and personal insurance companies carry an A+
or better rating from A.M. Best. |
In 2007, A.M. Best, in its list of Top Property/Casualty Writers, ranked Selective the
46th largest property and casualty group in the United States based on the combined net
premiums written (NPW) for 2006.
3
Insurance Operations
Selectives Insurance Operations segment derives substantially all of its revenues from insurance
policy premiums. The Insurance Subsidiaries predominantly write annual policies, of which the
associated premiums are defined as NPW. NPW is recognized as revenue as net premiums earned
(NPE) ratably over the term of the insurance policy. Expenses fall into three categories: (i)
losses associated with claims and various loss expenses incurred for adjusting claims; (ii)
expenses related to the issuance of insurance policies, such as agent commissions, premium taxes,
and other underwriting expenses, including employee compensation and benefits; and (iii)
policyholder dividends.
Selectives Insurance Subsidiaries are regulated by each of the states in which they do business.
Each Insurance Subsidiary is required to file financial statements with such states, prepared in
accordance with accounting principles prescribed by, or permitted by, such Insurance Subsidiarys
state of domicile (Statutory Accounting Principles or SAP). SAP have been promulgated by the
National Association of Insurance Commissioners (NAIC) and adopted by the various states.
Selective evaluates the performance of our Insurance Subsidiaries in accordance with SAP.
Incentive-based compensation to independent agents and employees is based on SAP results and our
rating agencies use SAP information to evaluate our performance and for industry comparative
purposes.
The underwriting performance of insurance companies is measured under SAP by four different ratios:
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1) |
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Loss and loss expense ratio, which is calculated by dividing incurred loss and loss
expenses by NPE; |
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2) |
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Underwriting expense ratio, which is calculated by dividing all expenses related to
the issuance of insurance policies by NPW; |
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3) |
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Dividend ratio, which is calculated by dividing policyholder dividends by NPE; and |
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Combined ratio, which is the sum of the loss and loss expense ratio, the underwriting
expense ratio, and the dividend ratio. |
A statutory combined ratio under 100% generally indicates an underwriting profit and a statutory
combined ratio over 100% generally indicates an underwriting loss. The statutory combined ratio
does not reflect investment income, federal income taxes, or other non-operating income or expense.
SAP differs in several ways from generally accepted accounting principles in the United States of
America (GAAP), under which Selective is required to report our financial results to the United
States Securities and Exchange Commission (SEC). The most notable differences impacting our
reported net income are as follows:
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Under SAP, underwriting expenses are recognized when incurred; whereas under GAAP,
underwriting expenses are deferred and amortized over the life of the policy; |
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Under SAP, the underwriting expense ratio is calculated using NPW as the denominator;
whereas NPE is used as the denominator under GAAP; and |
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Under SAP, the results of Selectives flood line of business are included in the
Insurance Operations segment, whereas under GAAP, these results are included within the
Diversified Insurance Services segment. |
Selective primarily uses SAP information to monitor and manage its results of operations.
Selective believes that providing SAP financial information for the Insurance Operations segment
helps its investors, agents, and customers better evaluate the underwriting success of Selectives
insurance business.
4
The following table shows the statutory results of the Insurance Operations segment for the last
three completed fiscal years:
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Year Ended December 31, |
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(in thousands) |
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2007 |
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2006 |
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2005 |
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Insurance Operations Results |
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NPW |
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$ |
1,562,728 |
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1,540,901 |
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1,462,914 |
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NPE |
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$ |
1,525,163 |
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1,504,632 |
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1,421,439 |
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Losses and loss expenses incurred |
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997,230 |
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958,741 |
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902,557 |
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Net underwriting expenses incurred |
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494,944 |
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482,657 |
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449,569 |
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Policyholders dividends |
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7,202 |
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5,927 |
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5,688 |
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Underwriting profit |
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$ |
25,787 |
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57,307 |
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63,625 |
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Ratios: |
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Losses and loss expense ratio |
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65.4 |
% |
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63.7 |
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63.5 |
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Underwriting expense ratio |
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31.6 |
% |
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31.3 |
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30.7 |
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Policyholders dividends ratio |
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0.5 |
% |
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0.4 |
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0.4 |
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Combined ratio |
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97.5 |
% |
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95.4 |
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94.6 |
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GAAP Combined ratio 1 |
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98.9 |
% |
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96.1 |
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95.1 |
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1 |
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The GAAP Combined ratio excludes the flood line of business, which is included in the Diversified
Insurance Services segment on a GAAP basis. The total Statutory
Combined ratio excluding flood was 98.2% in 2007,
96.1% in 2006, and 95.3% in 2005. |
Historically, Selective has produced a lower statutory combined ratio than the property and
casualty insurance industry, and outperformed the industry average for the past 10-year period by
2.3 points. The table below sets forth a comparison of certain Company and industry statutory
ratios:
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Simple |
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Average of |
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All Periods |
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Presented |
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2007 |
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2006 |
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2005 |
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2004 |
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2003 |
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2002 |
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2001 |
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2000 |
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1999 |
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1998 |
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Selective Ratios: (1) |
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Loss and loss expense |
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69.5 |
% |
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65.4 |
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63.7 |
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63.5 |
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65.3 |
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70.3 |
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72.3 |
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74.3 |
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75.7 |
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74.4 |
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70.2 |
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Underwriting expense |
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31.1 |
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31.6 |
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31.3 |
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30.7 |
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30.3 |
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30.7 |
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30.3 |
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31.5 |
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31.7 |
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30.5 |
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32.2 |
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Policyholders dividends |
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0.6 |
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0.5 |
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0.4 |
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0.4 |
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0.3 |
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0.5 |
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0.6 |
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0.9 |
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0.9 |
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0.8 |
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0.7 |
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Statutory combined ratio |
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101.2 |
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97.5 |
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95.4 |
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94.6 |
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95.9 |
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101.5 |
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103.2 |
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106.7 |
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108.2 |
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105.7 |
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103.2 |
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Growth (decline) in net premiums
written |
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8.2 |
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1.4 |
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5.3 |
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6.9 |
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12.0 |
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15.7 |
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13.8 |
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10.5 |
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3.6 |
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8.1 |
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4.4 |
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Industry Ratios: (1) (2) |
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Loss and loss expense |
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76.3 |
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67.7 |
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65.3 |
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75.3 |
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73.5 |
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75.0 |
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81.5 |
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88.4 |
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81.5 |
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78.8 |
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76.2 |
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Underwriting expense |
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26.3 |
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27.2 |
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26.2 |
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25.4 |
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24.9 |
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24.6 |
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25.1 |
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26.5 |
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27.4 |
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27.9 |
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27.7 |
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Policyholders dividends |
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0.9 |
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0.6 |
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0.9 |
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0.5 |
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0.5 |
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0.5 |
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0.6 |
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0.8 |
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1.4 |
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1.3 |
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1.7 |
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Statutory combined ratio |
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103.5 |
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95.6 |
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92.4 |
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101.2 |
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98.9 |
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100.1 |
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107.3 |
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115.7 |
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110.4 |
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108.1 |
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105.6 |
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Growth in net premiums written |
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4.9 |
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(1.2 |
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3.9 |
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0.0 |
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4.4 |
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9.7 |
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15.1 |
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8.5 |
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4.7 |
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1.9 |
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1.8 |
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Selective Favorable (Unfavorable)
to Industry: |
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Statutory combined ratio |
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2.3 |
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(1.9 |
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(3.0 |
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6.6 |
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3.0 |
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(1.4 |
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4.1 |
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9.0 |
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2.2 |
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2.4 |
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2.4 |
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Growth (decline) in net premiums
written |
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33 |
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2.6 |
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1.4 |
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6.9 |
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7.6 |
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6.0 |
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(1.3 |
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2.0 |
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(1.1 |
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6.2 |
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2.6 |
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1. |
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The ratios and percentages are
based upon SAP prescribed or
permitted by state insurance
departments in the states in which
each company is domiciled.
Effective January 1, 2001, Selective
adopted a codified set of statutory
accounting principles, as required
by the NAIC. These principles were
not retroactively applied, but would
not have had a material effect on
the ratios presented above. |
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2. |
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Source: A.M. Best. The industry
ratios for 2007 have been estimated
by A.M. Best. |
Lines of Business and Products
Selectives Insurance Operations segment includes commercial lines (Commercial Lines), which
markets primarily to businesses and represents approximately 87% of Selectives NPW; and personal
lines (Personal Lines), which markets primarily to individuals and represents approximately 13%
of NPW.
5
Commercial Lines
Commercial Lines underwrites general liability, commercial automobile, workers compensation,
commercial property, business owners policy, and bond risks through traditional insurance and
alternative risk management products.
Personal Lines
Personal Lines underwrites and issues insurance policies for personal automobile, homeowners, and
other various risks.
Regional Geographic Market Focus
Selectives Insurance Operations segment primarily focuses its marketing efforts and sells its
products and services in the Eastern and Midwestern regions of the United States. Although still
concentrated in coastal eastern states, this geographic diversification lessens Selectives
exposure to regulatory, competitive and catastrophic risk. The Insurance Operations segment does
not conduct any business outside of the United States. The following table shows the principal
states in which Selective writes insurance business and the percentage of Selectives total NPW
that such state represents for the last three fiscal years.
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Year Ended December 31, |
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Net Premiums Written |
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2007 |
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2006 |
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2005 |
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New Jersey |
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30.0 |
% |
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32.6 |
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33.9 |
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Pennsylvania |
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14.1 |
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14.3 |
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14.4 |
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New York |
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10.8 |
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11.1 |
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11.2 |
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Maryland |
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7.6 |
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7.5 |
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7.2 |
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Virginia |
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6.0 |
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5.9 |
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5.6 |
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Illinois |
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4.4 |
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3.9 |
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3.8 |
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North Carolina |
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4.0 |
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3.8 |
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3.8 |
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Georgia |
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3.5 |
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3.2 |
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3.1 |
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Indiana |
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3.5 |
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3.1 |
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2.8 |
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South Carolina |
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2.8 |
|
|
|
2.5 |
|
|
|
2.5 |
|
Michigan |
|
|
2.0 |
|
|
|
1.9 |
|
|
|
1.8 |
|
Ohio |
|
|
1.8 |
|
|
|
1.6 |
|
|
|
1.5 |
|
Connecticut |
|
|
1.7 |
|
|
|
1.4 |
|
|
|
1.3 |
|
Rhode Island |
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.2 |
|
Delaware |
|
|
1.2 |
|
|
|
1.3 |
|
|
|
1.4 |
|
Wisconsin |
|
|
1.2 |
|
|
|
1.1 |
|
|
|
1.1 |
|
Minnesota |
|
|
1.0 |
|
|
|
1.1 |
|
|
|
1.1 |
|
Other states1 |
|
|
3.1 |
|
|
|
2.4 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Other states include, among others, Florida, Iowa, Kentucky, Missouri and Washington D.C. |
Independent Insurance Agent Distribution Model
According to a study done by the Independent Insurance Agents and Brokers of America, in 2005,
independent insurance agents and brokers wrote approximately 80% of commercial property and
casualty insurance and approximately 36% of the personal lines insurance business in the United
States. Independent agents are a significant force in overall insurance industry premium
production, in large part because they represent more than one insurance company and, therefore,
can provide insureds with a wider choice of commercial and personal property and casualty insurance
products. As a result, Selective is committed to the independent agency distribution channel and
focuses its primary strategy on building relationships with well-established, independent insurance
agents, including efforts to assist in the hiring and training of producers. In addition,
Selective carefully monitors each agents profitability, growth, financial stability, staff, and
mix of business against plans that are developed annually with the agent. In developing annual
plans with its independent insurance agents, Selectives field personnel and management spend
considerable time meeting with agencies to: (i) advise them on Company developments; (ii) receive
feedback on products and services; (iii) help agents increase market share; and (iv) consolidate
more of their business utilizing Selectives technology advantages.
As of December 31, 2007, Selectives Insurance Subsidiaries had entered into agency agreements with
approximately 880 independent insurance agents having approximately 1,800 storefronts pursuant to
these agreements. The agents are authorized to sell policies written by the Insurance Subsidiaries
and are paid commissions pursuant to calculations and specific percentages stated in the agency
agreement. Under the agency agreement, other than as provided by law, agents are not permitted to
receive compensation for the business they place with Selective from any insured or applicant for
insurance other than Selective. The agency agreement provides for commissions to be paid based on
a percentage of the premium written. Selective and its agents also negotiate other compensation
arrangements, including supplemental commissions, based on the volume and underwriting results of
the business the agent writes with Selective.
6
Technology and Field Model Business Strategy
Selective uses the service mark High Tech x High Touch = HT2® to describe its business
strategy for the Insurance Operations. High Tech signifies the advanced technology that
Selective uses to make it easy for: (i) independent insurance agents to transact and process
business with Selective; and (ii) customers to access real-time information, manage their accounts
and pay their bills through an on-line customer portal that was established in September 2006.
High Touch signifies the close relationships that Selective has with its independent insurance
agents and customers as a result of its business model that places underwriters, claims
representatives, technical or technology staff, and safety management representatives in the field
near its agents and customers.
Technology
Selective seeks to transact as much of its business as possible through the use of technology and,
in recent years, has made significant investments in state-of-the-art information technology
platforms, integrated systems, Internet-based applications, and predictive modeling initiatives to:
(i) provide its independent agents and customers with access to accurate business information;
(ii) provide independent agents the ability to process business transactions from their offices and
systems; and (iii) provide underwriters with targeted pricing tools to enhance profitability while
growing the business. In 2007, Applied Systems Client Network presented Selective with the 2007
Commercial Lines Interface Carrier of the Year Award for promoting efficient communication between
insurance carriers and independent agents. Applied Systems is a provider of automated solutions
for property and casualty insurance agents. The award was given in recognition of Selectives
excellent work to implement download and real-time interface technology with independent agents
through its xSELerate® agency integration technology. Selective also received the 2007
Quantum Award from the AMS Users Group, another major provider of automated management solutions
for agents, for creating technology that enables independent agents to make a quantum leap in
productivity and profitability. This award was granted to Selective for increasing productivity
and efficiency for its independent insurance agents through its xSELerate® agency
integration technology. Additionally, Selective was recognized as a model carrier component by
Celent, an IT consulting group, for its effective use of its xSELerate® technology.
Selective manages its information technology projects through a project management office (PMO).
The PMO is staffed by certified individuals who apply methodologies to: (i) communicate project
management standards; (ii) provide project management training and tools; (iii) review project
status and cost; and (iv) provide non-technology project management consulting services to the rest
of Selective. Selectives senior management meets monthly with the PMO to review all major
projects and report on the status of other projects. Selective believes that the PMO is a factor
in the success of its technology implementation and is a competitive advantage. Selectives
technology operations are located in Branchville, New Jersey; Glastonbury, Connecticut; and
Sarasota, Florida.
Field Strategy
To support its independent agents, Selective employs a field underwriting model and a field claims
model that are supported by the home office in Branchville, New Jersey, and six regional branch
offices (Region), which as of December 31, 2007 were as follows:
|
|
|
Region |
|
Office Location |
|
|
|
Great Lakes/Big River
|
|
Columbus, Ohio |
Heartland
|
|
Carmel, Indiana |
New Jersey
|
|
Hamilton, New Jersey |
Northeast
|
|
Branchville, New Jersey |
Mid-Atlantic
|
|
Allentown, Pennsylvania and Hunt Valley, Maryland |
Southern
|
|
Charlotte, North Carolina |
7
As of December 31, 2007, Selectives field force included:
|
|
|
98 Commercial Lines field underwriters, known as agency management specialists
(AMSs). AMSs live and work in the geographic vicinity of Selectives appointed agents
and generally work from offices in their homes. As a result of this close proximity and
direct and regular interaction, AMSs are able to build strong relationships with agents. |
|
|
|
|
11 Personal Lines territory managers that work with AMSs and independent agents to
advance production. Territory managers build strong relationships with agents through
direct and regular interaction, which better positions them to evaluate new business
opportunities. |
|
|
|
|
14 field technology employees. These employees work directly with agents, training and
marketing Selectives technology systems like xSELerate® and
SelectPLUS®. They also gather feedback from the agents to help improve
Selectives technology to meet the needs of the agency force. |
|
|
|
|
75 safety management specialists (SMSs). SMSs are located in the Regions and are
responsible for surveying and assessing insured and prospective risks from a risk/safety
standpoint, and for providing ongoing safety management services to certain insureds. |
|
|
|
|
149 field claims adjusters, known as claim management specialists (CMSs). Like AMSs,
CMSs live in the geographic vicinity of Selectives appointed agents and generally work
from offices in their homes. CMSs, because of their geographic location, are able to
conduct on-site inspections of losses and resolve claims faster, more accurately, and with
higher levels of customer satisfaction. As a result, CMSs also obtain knowledge about
potential exposures that they can share with AMSs. |
Underwriting
Selective seeks to underwrite a variety of insurance risks and divides its markets into three
segments:
|
|
|
Small business accounts with premiums less than $25,000 represent 52% of total direct premium written. During
2007, 30% of new small business was written through Selectives Internet-based One &
Done® systems automated underwriting templates; |
|
|
|
|
Middle market business accounts with premiums greater than $25,000 but less than $250,000 represent 42% of total
direct premium written. This business, which cannot be written
through the One & Done® system, is the primary focus of the AMSs; and, |
|
|
|
|
Large business accounts with annual premiums of approximately $250,000 or greater represent 6% of Selectives total direct premium written and are underwritten by a
specialized commercial lines unit, Selective Risk Managers (SRM). Approximately 24% of
the of the SRM premium includes alternative risk transfer mechanisms such as retrospective
rating plans, self-insured group retention programs, or individual self-insured accounts. |
Selectives underwriting process requires communication and interaction among:
|
|
|
The independent agents and the AMSs, who identify product and market needs; |
|
|
|
|
Selectives strategic business units (SBUs), located in the home office, which are
organized by customer and product type, and develop Selectives pricing and underwriting
guidelines in conjunction with regions; |
|
|
|
|
The Regions, which work with the SBUs to establish annual premium and pricing goals; and |
|
|
|
|
The Actuarial Department, located in the home office, which assists in the determination
of rate and pricing levels while also monitoring pricing and profitability. |
Selective also has an underwriting service center (USC) located in Richmond, Virginia. The USC
assists Selectives agents by servicing small to mid-sized business customers. During 2006, the
USC became available to personal lines business customers of our New Jersey agents, with a rollout
to Selectives remaining states during 2007. At the USC, Selective employees, who are licensed
agents, respond to customer inquiries about insurance coverage, billing transactions, and other
matters. The agent, as consideration for these services, receives a commission that is lower than
the standard commission by approximately two points. Selective has found that the USC also
provides additional opportunities to increase direct premiums written, as larger agencies seek
insurance companies that have service center capabilities. Currently, the USC is servicing
commercial lines net premiums written of $70 million and personal lines net premiums written of $33
million. The total $103 million serviced represents 7% of total net premiums written.
8
Selective believes that a distinct advantage of its field underwriting model is its ability to
provide a wide range of front-line safety management services focused on improving the
policyholders safety and risk management programs, as expressed by its service mark Safety
Management: Solutions for a safer workplaceSM. Safety management services include: (i)
risk evaluation and improvement surveys intended to evaluate potential exposures and provide
solutions for mitigation; (ii) web-based safety management educational resources, including a
large library of coverage-specific safety materials, videos and on-line courses, such as defensive
driving and employee educational safety courses; (iii) thermographic infrared surveys aimed at
identifying electrical hazards; and (iv) OSHA construction and general industry certification
training. Risk improvement efforts for existing customers are designed to improve loss experience
and policyholder retention through valuable ongoing consultative service. Selectives safety
management goal is to partner with its policyholders to identify and eliminate potential loss
exposures.
Selective analyzes its underwriting profitability by line of business, account, product, agency and
other bases. Selectives goal is to continue to underwrite the risks that it understands well and
that, in aggregate, are profitable.
Field Claims Management
Effective, fair, and timely claims management is one of the most important customer services that
Selective provides and one of the critical factors in achieving underwriting profitability.
Selectives claims practices emphasize the maintenance of timely and adequate claims reserves, and
the cost-effective delivery of claims services by controlling losses and loss expenses. CMSs are
primarily responsible for investigating and settling claims directly with policyholders and
claimants. By promptly and personally investigating claims, CMSs are able to provide personal
service and quickly resolve claims. CMSs also provide guidance on the handling of the claim until
its final disposition. Selective also believes that by visiting the site of the claim, and meeting
face-to-face with the insured or claimant, the settlement will be more accurate. In territories
where there is insufficient claim volume to justify the placement of a CMS, or when a particular
claim expertise is required, Selective uses independent adjusters to investigate and settle claims.
Selective has a centralized special investigations unit (SIU) that investigates potential
insurance fraud and abuse, and supports efforts by regulatory bodies and trade associations to
curtail the cost of fraud. The SIU adheres to uniform internal procedures to improve detection and
takes action on potentially fraudulent claims. It is Selectives practice to notify the proper
authorities of its findings. This practice sends a clear message that Selective will not tolerate
fraudulent activity committed against it or its customers. The SIU also supervises anti-fraud
training for CMSs and other employees, including AMSs.
Selective has a claims service center (CSC), co-located with the USC, in Richmond, Virginia. The
CSC provides enhanced services to Selectives policyholders, including immediate claim review, 24
hours a day, seven days a week. The CSC is also designed to reduce the loss settlement time on
first-party automobile claims and increase the usage of Selectives discounts at body shops, glass
repair shops, and car rental agencies.
Net
Loss and Loss Expense Reserves
Selective establishes loss and loss expense reserves that are estimates of amounts needed to pay
claims and related expenses in the future for insured loss events that have already occurred. The
process of estimating reserves involves a considerable degree of judgment by management and, as of
any given date, is inherently uncertain. See Critical Accounting Policies and Estimates in Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations in this
Form 10-K for a full discussion regarding Selectives loss reserving process.
Selectives loss and loss expense reserve development over the proceeding 10 years is shown on the
following table.
Section I of the 10-year table shows the estimated liability that was recorded at the end of each
of the indicated years for all current and prior accident years unpaid loss and loss expenses.
The liability represents the estimated amount of loss and loss expenses for claims that were unpaid
at the balance sheet date, including incurred but not reported (IBNR) reserves. In accordance
with GAAP, the liability for unpaid loss and loss expenses is recorded in the balance sheet gross
of the effects of reinsurance with an estimate of reinsurance recoverables arising from reinsurance
contracts reported separately as an asset. The net balance represents the estimated amount of
unpaid loss and loss expenses outstanding as of the balance sheet date, reduced by estimates of
amounts recoverable under reinsurance contracts.
9
Section II shows the re-estimated amount of the previously recorded net liability as of the end of
each succeeding year. Estimates of the liability for unpaid loss and loss expenses are increased
or decreased as payments are made and more information regarding individual claims and trends, such
as overall frequency and severity patterns, becomes known. Section III shows the cumulative amount
of net loss and loss expenses paid relating to recorded liabilities as of the end of each
succeeding year. Section IV shows the re-estimated gross liability and re-estimated reinsurance
recoverables through December 31, 2007. Section V shows the cumulative net (deficiency)/redundancy
representing the aggregate change in the liability from the original balance sheet dates and the
re-estimated liability through December 31, 2007.
This table does not present accident or policy year development data. Conditions and trends that
have affected development of the reserves in the past may not necessarily occur in the future.
Accordingly, it may not be appropriate to extrapolate redundancies or deficiencies based on this
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
1997 |
|
|
1998 |
|
|
1999 |
|
|
2000 |
|
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
I. Gross reserves
for unpaid losses
and loss expenses
at December 31 |
|
$ |
1,161.2 |
|
|
|
1,193.3 |
|
|
|
1,273.8 |
|
|
|
1,272.7 |
|
|
|
1,298.3 |
|
|
|
1,403.4 |
|
|
|
1,587.8 |
|
|
|
1,835.2 |
|
|
|
2,084.0 |
|
|
|
2,288.8 |
|
|
|
2,542.5 |
|
Reinsurance
recoverable on
unpaid losses and
loss expenses at
December 31 |
|
$ |
(124.2 |
) |
|
|
(140.5 |
) |
|
|
(192.0 |
) |
|
|
(160.9 |
) |
|
|
(166.5 |
) |
|
|
(160.4 |
) |
|
|
(184.6 |
) |
|
|
(218.8 |
) |
|
|
(218.2 |
) |
|
|
(199.7 |
) |
|
|
(227.8 |
) |
Net reserves for
unpaid losses and
loss expenses at
December 31 |
|
$ |
1,037.0 |
|
|
|
1,052.8 |
|
|
|
1,081.8 |
|
|
|
1,111.8 |
|
|
|
1,131.8 |
|
|
|
1,243.1 |
|
|
|
1,403.2 |
|
|
|
1,616.4 |
|
|
|
1,865.8 |
|
|
|
2,089.0 |
|
|
|
2,314.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II. Net
Reserves estimated as of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later |
|
$ |
1,034.5 |
|
|
|
1,044.2 |
|
|
|
1,080.7 |
|
|
|
1,125.5 |
|
|
|
1,151.7 |
|
|
|
1,258.1 |
|
|
|
1,408.1 |
|
|
|
1,621.5 |
|
|
|
1,858.5 |
|
|
|
2,070.2 |
|
|
|
|
|
Two years later |
|
|
1,024.8 |
|
|
|
1,035.9 |
|
|
|
1,088.2 |
|
|
|
1,152.7 |
|
|
|
1,175.8 |
|
|
|
1,276.3 |
|
|
|
1,452.3 |
|
|
|
1,637.3 |
|
|
|
1,845.1 |
|
|
|
|
|
|
|
|
|
Three years later |
|
|
1,014.0 |
|
|
|
1,033.3 |
|
|
|
1,115.6 |
|
|
|
1,181.9 |
|
|
|
1,210.7 |
|
|
|
1,344.6 |
|
|
|
1,491.1 |
|
|
|
1,643.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later |
|
|
998.1 |
|
|
|
1,040.3 |
|
|
|
1,134.4 |
|
|
|
1,220.2 |
|
|
|
1,290.2 |
|
|
|
1,371.5 |
|
|
|
1,522.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later |
|
|
997.9 |
|
|
|
1,049.9 |
|
|
|
1,156.0 |
|
|
|
1,278.3 |
|
|
|
1,306.8 |
|
|
|
1,413.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later |
|
|
1,003.6 |
|
|
|
1,058.6 |
|
|
|
1,194.6 |
|
|
|
1,287.5 |
|
|
|
1,349.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later |
|
|
1,011.6 |
|
|
|
1,090.0 |
|
|
|
1,203.2 |
|
|
|
1,325.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later |
|
|
1,038.0 |
|
|
|
1,101.1 |
|
|
|
1,238.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later |
|
|
1,045.2 |
|
|
|
1,135.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later |
|
|
1,078.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative net
redundancy
(deficiency) |
|
$ |
(41.3 |
) |
|
|
(82.6 |
) |
|
|
(156.5 |
) |
|
|
(213.7 |
) |
|
|
(217.8 |
) |
|
|
(170.8 |
) |
|
|
(119.7 |
) |
|
|
(27.3 |
) |
|
|
20.7 |
|
|
|
18.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
III. Cumulative amount of net reserves paid through: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later |
|
$ |
313.7 |
|
|
|
328.1 |
|
|
|
348.2 |
|
|
|
399.2 |
|
|
|
377.1 |
|
|
|
384.0 |
|
|
|
414.5 |
|
|
|
422.4 |
|
|
|
468.6 |
|
|
|
469.4 |
|
|
|
|
|
Two years later |
|
|
531.1 |
|
|
|
537.5 |
|
|
|
600.3 |
|
|
|
649.1 |
|
|
|
627.3 |
|
|
|
653.3 |
|
|
|
691.4 |
|
|
|
729.5 |
|
|
|
775.0 |
|
|
|
|
|
|
|
|
|
Three years later |
|
|
665.5 |
|
|
|
703.8 |
|
|
|
767.5 |
|
|
|
815.3 |
|
|
|
807.2 |
|
|
|
836.3 |
|
|
|
903.7 |
|
|
|
942.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later |
|
|
760.8 |
|
|
|
797.1 |
|
|
|
870.8 |
|
|
|
930.9 |
|
|
|
926.9 |
|
|
|
966.2 |
|
|
|
1,033.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later |
|
|
812.2 |
|
|
|
856.1 |
|
|
|
933.6 |
|
|
|
1,002.4 |
|
|
|
1,003.3 |
|
|
|
1,044.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later |
|
|
849.7 |
|
|
|
892.2 |
|
|
|
974.6 |
|
|
|
1,046.3 |
|
|
|
1,053.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later |
|
|
875.9 |
|
|
|
919.2 |
|
|
|
1,001.1 |
|
|
|
1,081.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later |
|
|
894.7 |
|
|
|
937.1 |
|
|
|
1,029.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later |
|
|
908.5 |
|
|
|
956.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later |
|
|
922.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV. Re-estimated
gross liability |
|
$ |
1,338.6 |
|
|
|
1,399.8 |
|
|
|
1,519.0 |
|
|
|
1,574.5 |
|
|
|
1,613.2 |
|
|
|
1,654.3 |
|
|
|
1,782.6 |
|
|
|
1,912.0 |
|
|
|
2,121.8 |
|
|
|
2,303.1 |
|
|
|
|
|
Re-estimated
reinsurance
recoverable |
|
$ |
(260.3 |
) |
|
|
(264.4 |
) |
|
|
(280.8 |
) |
|
|
(249.0 |
) |
|
|
(263.6 |
) |
|
|
(240.4 |
) |
|
|
(259.6 |
) |
|
|
(268.3 |
) |
|
|
(276.7 |
) |
|
|
(232.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Re-estimated net
liability |
|
$ |
1,078.3 |
|
|
|
1,135.4 |
|
|
|
1,238.2 |
|
|
|
1,325.5 |
|
|
|
1,349.6 |
|
|
|
1,413.8 |
|
|
|
1,522.9 |
|
|
|
1,643.7 |
|
|
|
1,845.1 |
|
|
|
2070.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V. Cumulative gross
deficiency |
|
$ |
(177.4 |
) |
|
|
(206.5 |
) |
|
|
(245.2 |
) |
|
|
(301.8 |
) |
|
|
(314.8 |
) |
|
|
(250.8 |
) |
|
|
(194.8 |
) |
|
|
(76.8 |
) |
|
|
(37.8 |
) |
|
|
(14.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative net
redundancy
(deficiency) |
|
$ |
(41.3 |
) |
|
|
(82.6 |
) |
|
|
(156.5 |
) |
|
|
(213.7 |
) |
|
|
(217.8 |
) |
|
|
(170.8 |
) |
|
|
(119.7 |
) |
|
|
(27.3 |
) |
|
|
20.7 |
|
|
|
18.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Some amounts may not foot due to rounding.
10
Selective experienced favorable prior year development in 2007 and 2006 of $18.8 million and $7.3 million, respectively. In 2005, prior year adverse development was $5.1 million. The following paragraphs provide information regarding
the development in each of these calender years.
Selective experienced overall favorable development in its loss and loss expense reserves totaling
$18.8 million in 2007, which was primarily driven as follows:
|
|
|
The commercial automobile line of business experienced favorable prior year loss and
loss expense reserve development of approximately $19 million, which was primarily driven
by lower than expected severity in accident years 2004 through 2006. |
|
|
|
|
The personal automobile line of business experienced favorable prior year development of
approximately $10 million, due to lower than expected loss emergence for accident years
2005 and prior partially offset by higher severity in accident year 2006. |
|
|
|
|
The workers compensation line of business experienced favorable prior year development
of approximately $4 million reflecting the implementation of a series of improvement
strategies for this line in recent accident years partially offset by an increase in the
tail factor related to medical inflation and general development trends. |
|
|
|
|
The homeowners line of business experienced adverse prior year loss and loss expense
reserve development of approximately $6 million driven by unfavorable trends in claims for
groundwater contamination caused by the leakage of certain underground oil storage tanks. |
|
|
|
|
The personal umbrella line of business experienced adverse prior year loss and loss
expense reserve development of approximately $4 million in 2007, which was due to the
impact of several significant losses on this small line. |
|
|
|
|
The remaining lines of business, which collectively contributed approximately $4 million
of adverse development, do not individually reflect any significant trends related to prior
year development. |
Selectives 2006 overall favorable loss and loss expense reserve development was driven by the following:
|
|
|
The commercial automobile line of business experienced favorable prior year loss and
loss expense reserve development of approximately $15 million, which was primarily driven
by lower than expected severity in accident years 2004 and 2005. |
|
|
|
|
The workers compensation line of business experienced favorable prior year development
of approximately $4 million, which was driven, in part, by savings realized from changing
medical and pharmacy networks outside New Jersey and re-contracting our medical bill review
services. |
|
|
|
|
The personal automobile line of business experienced favorable prior year development of
approximately $9 million, due to lower than expected frequency. |
|
|
|
|
The general liability line of business experienced adverse prior year loss and loss
expense reserve development of approximately $15 million in 2006, which was largely driven
by our contractor completed operations business and an increase in reserves for legal
expenses. |
|
|
|
|
The remaining lines of business, which collectively contributed approximately $6 million
of adverse development, do not individually reflect significant prior year development. |
During the course of 2005, Selective had analyzed certain negative trends in the workers
compensation line of business and certain positive trends in the commercial automobile line of
business. In the fourth quarter of 2005, Selective had accumulated sufficient evidence to change
managements best estimate of loss reserves for these lines. Accordingly, Selective took the
following actions:
|
|
|
Workers compensation reserves were increased by approximately $42 million to reflect
rising medical cost trends that impacted accident years 2001 and prior. |
|
|
|
|
Commercial automobile reserves were decreased by approximately $48 million, primarily
due to ongoing favorable severity trends in the 2002 through 2004 accident years. |
|
|
|
|
The general liability reserves adversely developed by approximately $14 million over the
course of the year, which was driven mainly by our contractor completed operations business
impacting accident years 2001 and prior, but partially offset by positive development in
accident years 2002 through 2004. |
The adverse judicial ruling by the New Jersey Supreme Court in the second quarter of 2005 that
eliminated the application of the serious life impact standard to personal automobile bodily injury
liability cases under the verbal tort threshold of the New Jersey Automobile Insurance Cost
Reduction Act (AICRA) led to an increase in personal automobile reserves of approximately $10
million, of which $6 million represents adverse development from prior years.
11
The cumulative loss and loss expense reserve net deficiencies seen in the years 1998 through 2003
are generally reflective of the soft market pricing in the industry during that time frame, which
hit the lowest levels in 1999. The property and casualty insurance industry, as a whole,
underestimated reserves and loss trends leading to intense pricing competition. Additionally,
during 1999, Selective significantly increased gross and ceded reserves by $37.5 million for prior
accident years related to unlimited medical claims under personal injury protection provisions of
personal automobile policies ceded to the Unsatisfied Claim and Judgment Fund in the State of New
Jersey. Approximately 18% of the cumulative gross deficiency for years 1998 and prior stems from
this increase.
The following table reconciles losses and loss expense reserves under SAP and GAAP at December 31,
as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Statutory losses and loss expense reserves (1) |
|
$ |
2,312,086 |
|
|
|
2,084,012 |
|
Provision for uncollectible reinsurance |
|
|
2,750 |
|
|
|
2,700 |
|
Pension adjustment |
|
|
72 |
|
|
|
2,619 |
|
Other |
|
|
(162 |
) |
|
|
(299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP losses and loss expense reserve net |
|
|
2,314,746 |
|
|
|
2,089,032 |
|
Reinsurance recoverable on unpaid losses and loss expenses |
|
|
227,801 |
|
|
|
199,738 |
|
|
|
|
|
|
|
|
GAAP losses and loss expense reserves gross |
|
$ |
2,542,547 |
|
|
|
2,288,770 |
|
|
|
|
(1) |
|
Statutory losses and loss expense reserves are presented net of reinsurance recoverable on unpaid losses and loss expenses. |
Environmental Reserves
Reserves established for liability insurance include exposure to environmental claims, both
asbestos and non-asbestos. Selectives exposure to environmental liability is primarily due to: (i)
policies written prior to the introduction of the absolute pollutions endorsement in the
mid-1980s; and (ii) underground storage tank leaks, mostly from New Jersey homeowners policies in
recent years. Selectives asbestos and non-asbestos environmental claims have arisen primarily
from insured exposures in municipal government, small non-manufacturing commercial risks, and
homeowners policies. The emergence of these claims is slow and highly unpredictable.
Asbestos claims are claims presented to Selective in which bodily injury is alleged to have
occurred as a result of exposure to asbestos and/or asbestos-containing products. During the past
two decades, the insurance industry has experienced the emergence and development of an increasing
number of asbestos claims. At December 31, 2007, asbestos claims constituted 89% of Selectives
2,448 environmental claims compared with 88% of Selectives 2,575 outstanding environmental claims
at December 31, 2006.
Non-asbestos claims are pollution and environmental claims alleging bodily injury or property
damage presented, or expected to be presented to Selective, other than asbestos claims. These
claims primarily include landfills and leaking underground storage tanks. In past years, landfill
claims have accounted for a significant portion of Selectives environmental claim units
litigation costs. Over the past few years, Selective has been experiencing adverse development in
its homeowners line of business as a result of unfavorable trends in claims for groundwater
contamination caused by leakage of certain underground heating oil storage tanks in New Jersey.
Selective refers all environmental claims to its centralized and specialized environmental claim
unit. Environmental reserves are evaluated on a case-by-case basis. As cases progress, the
ability to assess potential liability often improves. Reserves are then adjusted accordingly. In
addition, each case is reviewed in light of other factors affecting liability, including judicial
interpretation of coverage issues.
IBNR reserve estimation for environmental claims is difficult because, in addition to other
factors, there are significant uncertainties associated with critical assumptions in the estimation
process, such as average clean-up costs, third-party costs, potentially responsible party shares,
allocation of damages, insurer litigation costs, insurer coverage defenses and potential changes to
state and federal statutes. Moreover, normal historically-based actuarial approaches are difficult
to apply because past environmental claims are not indicative of future potential environmental
claims. In addition, while models can be applied, such models can produce significantly different
results with small changes in assumptions. As a result, management does not calculate a specific
environmental loss range. Historically, Selectives environmental claims have been significantly
less volatile and uncertain than other competitors in the commercial lines industry. In part, this
is due to the fact that Selective is the primary insurance carrier on the majority of its
environmental exposures, thus providing more certainty in its reserve position compared to the
insurance marketplace.
12
Reinsurance
In the ordinary course of their business, the Insurance Subsidiaries reinsure a portion of the
risks that they underwrite in order to control exposure to losses and protect capital resources.
Reinsurance also permits the Insurance Subsidiaries additional underwriting capacity by permitting
them to accept larger risks and underwrite a greater number of risks without a corresponding
increase in capital or surplus. For a premium paid by the Insurance Subsidiaries, reinsurers
assume a portion of the losses ceded by the Insurance Subsidiaries. Selective uses traditional
forms of reinsurance and does not use finite risk reinsurance. Amounts not reinsured are known as
retention. The Insurance Subsidiaries use two types of reinsurance to control exposure to losses:
|
|
|
Treaty reinsurance, in which certain types of policies are automatically reinsured
without the need for approval by the reinsurer of the individual risks covered; and |
|
|
|
|
Facultative reinsurance, in which an individual insurance policy or a specific risk is
reinsured with the prior approval of the reinsurer. Facultative reinsurance is primarily
used for policies with limits greater than the limits available under the reinsurance
treaties. |
In addition to treaty and facultative reinsurance, the Insurance Subsidiaries are partially
protected by the Terrorism Risk Insurance Act of 2002, which was modified and extended through
December 31, 2014 via the Terrorism Risk Insurance Program Reauthorization Act of 2007. For
further information regarding this legislation, see Item 1A. Risk Factors of this Form 10-K.
Reinsurance does not legally discharge an insurer from its liability for the full-face amount of
its policies, but it does make the reinsurer liable to the insurer to the extent of the reinsurance
ceded. Reinsurance carries counterparty credit risk, which may be mitigated in certain cases by
collateral such as letters of credit, trust funds, or funds withheld by the Insurance Subsidiaries.
Selective attempts to mitigate the credit risk related to reinsurance by pursuing relationships
with companies rated A- or higher in most circumstances and/or requiring collateral to secure
reinsurance obligations. In addition, Selective employs procedures to continuously review the
quality of reinsurance recoverables and reserve for uncollectible reinsurance. Selective also may
take actions, such as commutations, in cases of potential reinsurer default. Some of the Insurance
Subsidiaries reinsurance contracts include provisions that give Selective a contractual right to
terminate and/or commute the reinsurers portion of the liabilities based on deterioration of the
reinsurers rating or financial condition.
Reinsurance recoverable balances tend to fluctuate based on the underlying losses incurred by the
Insurance Subsidiaries. If a severe catastrophic event occurs, reinsurance recoverable balances
may increase significantly. The reinsurance recoverable balances on paid and unpaid claims were
22% of stockholders equity at December 31, 2007 compared to 19% at December 31, 2006. These
balances, net of available collateral, were 18% of stockholders equity at December 31, 2007
compared to 15% at December 31, 2006. Federal or state sponsored pools, which Selective believes
to have minimal default risk, represented approximately 44% at December 31, 2007 and 50% at
December 31, 2006 of the uncollateralized reinsurance recoverable on paid and unpaid balance. The
following are the five largest individual uncollateralized reinsurance recoverables on paid and
unpaid balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of: 12/31/07 |
|
|
As of: 12/31/06 |
|
|
|
|
|
Unsecured |
|
|
|
|
|
|
Unsecured |
|
|
|
|
($ in thousands) |
|
Ratings: |
|
Recoverable on |
|
|
% of |
|
|
Recoverable on |
|
|
|
|
Reinsurer Name |
|
A.M. Best |
|
Paidand Unpaid |
|
|
Total |
|
|
Paid and Unpaid |
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NJ Unsatisfied Claim Judgement
Fund |
|
State pool |
|
$ |
64,498 |
|
|
|
34 |
% |
|
$ |
65,624 |
|
|
|
39 |
% |
|
Munich Reinsurance America, Inc. |
|
A+ |
|
|
34,620 |
|
|
|
18 |
% |
|
|
30,776 |
|
|
|
18 |
% |
|
Hannover Ruckversicherungs AG |
|
A |
|
|
18,014 |
|
|
|
9 |
% |
|
|
12,161 |
|
|
|
7 |
% |
|
Swiss Re America Corp. |
|
A+ |
|
|
14,434 |
|
|
|
8 |
% |
|
|
10,740 |
|
|
|
6 |
% |
|
National Flood Insurance Program |
|
Federal program |
|
|
12,583 |
|
|
|
7 |
% |
|
|
14,823 |
|
|
|
9 |
% |
|
All Other Reinsurers |
|
various |
|
|
46,686 |
|
|
|
24 |
% |
|
|
32,346 |
|
|
|
21 |
% |
|
Total |
|
|
|
$ |
190,835 |
|
|
|
|
|
|
$ |
166,470 |
|
|
|
|
|
|
% of Shareholders Equity |
|
|
|
|
18 |
% |
|
|
|
|
|
|
15 |
% |
|
|
|
|
|
13
The table below summarizes the significant reinsurance treaties covering the Insurance
Subsidiaries.
|
|
|
|
|
Treaty |
|
Reinsurance Coverage |
|
Terrorism Coverage |
TRIA, Federal Statutory
Program
|
|
See above for the description of
TRIA. 85% of all TRIA certified
losses above the retention.
Selectives retention for 2008 is
approximately $203 million. Current
program covers both domestic and
foreign terrorism. Terrorism acts
related to the use of nuclear,
biological, chemical or radioactive
(NBCR) weapons are covered by TRIA
provided that the Secretary of the
Treasury certifies the event.
|
|
Current program is set to expire on
December 31, 2014. For further
information regarding this
legislation and our risks concerning
terrorism exposure, see Item 1A.
Risk Factors of this Form 10-K. |
|
|
|
|
|
Property Excess of Loss
|
|
$23 million above a $2 million
retention in two layers. Losses
other than TRIA certified losses are
subject to the following
reinstatements and annual aggregate
limits:
$8 million in excess of $2
million layer provides unlimited
reinstatements, no annual
aggregate limit;
$15 million in excess of
$10 million layer provides two
reinstatements, $45 million in
annual aggregate.
|
|
All NBCR losses are excluded
regardless of whether or not they
are certified under TRIA. For
non-NBCR losses, the treaty
distinguishes between acts certified
under TRIA and those that are not.
The treaty provides annual aggregate
limits for TRIA certified (other
than NBCR) acts of $24 million for
the first layer and $22.5 million
for the second layer. Non-certified
terrorism losses (other than NBCR)
are subject to the normal limits
under the treaty. |
|
|
|
|
|
Property Catastrophe Excess
of Loss
|
|
95% of $310 million above $40
million retention in three layers:
95% of losses in excess of
$40 million up to $100 million;
95% of losses in excess of
$100 million up to $200 million;
95% of losses in excess of
$200 million up to $350 million;
and
The treaty provides one
reinstatement per layer, $589.0
million in annual aggregate limit,
net of Selectives co-participation.
|
|
All nuclear, biological and chemical
(NBC) losses are excluded regardless
of whether or not they are certified
under TRIA. TRIA losses related to
foreign acts of terrorism are
excluded from the treaty. Domestic
terrorism is included regardless of
whether it is certified under TRIA
or not. Please see Item 1A. Risk
Factors of this Form 10-K for
further discussion regarding changes
in TRIA. |
|
|
|
|
|
Casualty Excess of Loss
|
|
Casualty Excess of Loss program is
structured in two treaties: Workers
compensation only working layer
treaty and all inclusive Casualty
treaty, which provides coverage for
all casualty lines including Workers
compensation. Workers compensation
losses have per occurrence coverage
of $48 million in excess of $2
million retention and additional
coverage of 75% of $40 million in
excess of $50 million. All other
casualty losses have per occurrence
|
|
All NBC losses are excluded. All
other losses stemming from the acts
of terrorism are subject to the
following reinstatements and annual
aggregate limits:
Workers compensation only working
layer of $3 million in excess of $2
million layer provides two
reinstatements for terrorism losses,
$9 million annual aggregate limit;
Casualty treaty: |
|
|
coverage of $45 million in excess of
$5 million retention and additional
coverage of 75% of $40 million in
excess of $50 million. Losses other
than TRIA certified losses are
subject to the following
reinstatements and annual aggregate
limits:
Workers compensation only working
layer of $3 million in excess of $2
million layer provides five
reinstatements, $18 million annual
aggregate limit;
Casualty treaty:
$7 million in excess of $5
million layer provides three
reinstatements, $28 million
annual aggregate limit;
$9 million in excess of $12
million layer provides two
reinstatements, $27 million
annual aggregate limit;
$9 million in excess of $21
million layer provides one
reinstatement, $18 million annual
aggregate limit; and
$20 million in excess of
$30 million layer provides one
reinstatement, $40 million annual
aggregate limit.
75% of $40 million in
excess of $50 million layer
provides up to $30 million of
coverage net of co-participation
with one reinstatement, $60
million in net annual aggregate
limit.
|
|
$7 million in excess of $5
million layer provides two
reinstatements for terrorism
losses, $21 million annual
aggregate limit;
$9 million in excess of $12
million layer provides two
reinstatements for terrorism
losses, $27 million annual
aggregate limit;
$9 million in excess of $21
million layer provides one
reinstatement for terrorism
losses, $18 million annual
aggregate limit;
$20 million in excess of
$30 million layer provides one
reinstatement for terrorism
losses, $40 million annual
aggregate limit;
75% of $40 million in
excess of $50 million layer
provides up to $30 million of
coverage net of co-participation
with one reinstatement for terrorism losses, $60 million in net annual aggregate limit; and |
|
|
|
|
|
Flood
|
|
100% reinsurance by the federal
governments National Flood
Insurance Program Write Your Own
program.
|
|
None. |
|
|
|
|
|
14
Reinsurance Pooling Agreement
The Insurance Subsidiaries are parties to an inter-company reinsurance pooling agreement (Pooling
Agreement). The purpose of the Pooling Agreement is to:
|
|
|
Pool or share proportionately the underwriting profit and loss results of property and
casualty underwriting operations through reinsurance; |
|
|
|
|
Prevent any Insurance Subsidiary from suffering undue loss; |
|
|
|
|
Reduce administration expenses; and |
|
|
|
|
Permit all of the Insurance Subsidiaries to obtain a uniform rating from A.M. Best. |
Under the Pooling Agreement, all of the Insurance Subsidiaries mutually reinsure all insurance
risks written by them pursuant to the respective percentage set forth opposite each Insurance
Subsidiarys name on the table below:
|
|
|
|
|
Insurance Subsidiary |
|
Respective Percentage |
|
SICA |
|
|
49.5 |
% |
SWIC |
|
|
21.0 |
% |
SICSC |
|
|
9.0 |
% |
SICSE |
|
|
7.0 |
% |
SICNY |
|
|
7.0 |
% |
SAICNJ |
|
|
6.0 |
% |
SICNE |
|
|
0.5 |
% |
Insurance Regulation
General
Insurance companies are subject to supervision and regulation in the states in which they are
domiciled and transact business. Such supervision and regulation relates to a variety of aspects
of an insurance companys business and financial condition. The primary public purpose of such
supervision and regulation is to protect the insurers policyholders, not the insurers
shareholders. The extent of regulation varies, and generally is derived from state statutes that
delegate regulatory, supervisory, and administrative authority to state insurance departments.
Although the insurance industry is primarily regulated by individual states, federal initiatives
can have an impact on the industry, such as the federal governments enactment and extension of
TRIA, the enforcement of economic and trade sanctions by the Office of Foreign Assets Control, and
the proposal for an optional federal charter that would allow companies to choose between state
regulation and national regulatory structure that would eliminate the need to comply with 51 sets
of different regulations.
The Financial Services Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act (GLB),
and related regulations govern, among other things, the privacy of consumer financial information.
GLB limits disclosure by financial institutions of nonpublic personal information about
individuals who obtain financial products or services for personal, family, or household purposes.
GLB generally applies to disclosures to non-affiliated third parties, but not to disclosures to
affiliates. Many states in which Selective operates have adopted laws that are at least as
restrictive as GLB. Privacy of consumer financial information is an evolving area of regulation
requiring continued monitoring to ensure continued compliance with GLB.
Selective cannot quantify the financial impact it would incur to satisfy revised or additional
regulatory requirements that may be imposed in the future.
State Regulation
The regulatory authority of state insurance departments extends to such matters as insurer solvency
standards, insurer and agent licensing, investment restrictions, payment of dividends and
distributions, provisions for current losses and future liabilities, deposit of securities for the
benefit of policyholders, restrictions on policy terminations, unfair trade practices, and approval
of premium rates and policy forms. State insurance departments also conduct periodic examinations
of the financial and business affairs of insurers and require insurers to file annual and other
periodic reports relating to their financial condition. Regulatory agencies require that premium
rates not be excessive, inadequate, or unfairly discriminatory. The Insurance Subsidiaries,
consequently, must file all rates for commercial and personal insurance with the insurance
department of each state in which they operate.
15
All states have enacted legislation that regulates insurance holding company systems. Each
insurance company in a holding company system is required to register with certain insurance
supervisory agencies and furnish information concerning the operations of companies within the
holding company system that may materially affect the operations, management, or financial
condition of the insurers. Pursuant to these laws, the respective departments may: (i) examine
Selective and the Insurance Subsidiaries at any time; (ii) require disclosure or prior approval of
material transactions of the Insurance Subsidiaries with any affiliate; and (iii) require prior
approval or notice of certain transactions, such as dividends or distributions to Selective
Insurance Group, Inc. (the Parent) from the Insurance Subsidiary domiciled in that state.
National Association of Insurance Commissioners (NAIC) Guidelines
The Insurance Subsidiaries are subject to statutory accounting principles and reporting formats
established by the NAIC. The NAIC also promulgates model insurance laws and regulations relating
to the financial and operational regulations of insurance companies, which includes the Insurance
Regulatory Information System (IRIS). IRIS identifies 11 industry ratios and specifies usual
values for each ratio. Departure from the usual values on four or more of the ratios can lead to
inquiries from individual state insurance departments about certain aspects of the insurers
business. The Insurance Subsidiaries have consistently met the majority of the IRIS ratio tests.
NAIC model laws and regulations are not usually applicable unless enacted into law or promulgated
into regulation by the individual states. The adoption of certain NAIC model laws and regulations
is a key aspect of the NAIC Financial Regulations Standards and Accreditation Program, which also
sets forth minimum staffing and resource levels for all state insurance departments. All of the
Insurance Subsidiaries states of domicile, except New York, are accredited by the NAIC.
Examinations conducted by, or along with, accredited states can be accepted by other states. The
NAIC intends to create nationwide regulatory network of accredited states.
The NAIC model laws and regulations are also intended to enhance the regulation of insurer
solvency. These model laws and regulations contain certain risk-based capital requirements for
property and casualty insurance companies designed to assess capital adequacy and to raise the
level of protection that statutory surplus provides for policyholders. Risk-based capital is
measured by the four major areas of risk to which property and casualty insurers are exposed: (i)
asset risk; (ii) credit risk; (iii) underwriting risk; and (iv) off-balance sheet risk. Insurers
with total adjusted capital that is less than two times their Authorized Control Level, as
calculated pursuant to the NAIC model laws and regulations, are subject to different levels of
regulatory intervention and action. Based upon the unaudited 2007 statutory financial statements
for the Insurance Subsidiaries, each Insurance Subsidiarys total adjusted capital substantially
exceeded two times their Authorized Control Level.
Investments Segment
Selectives investment philosophy includes setting certain return and risk objectives for its
equity and fixed maturity portfolios. The return objective of the equity portfolio is to meet or
exceed a weighted-average benchmark of public equity indices. The primary return objective of the
fixed maturity portfolio is to maximize after-tax investment yield and income while balancing
certain risk objectives. The risk objectives for all portfolios are structured conservatively,
focusing on: (i) asset diversification; (ii) investment quality; (iii) liquidity, particularly to
meet the cash obligations of the insurance operations; (iv) consideration of taxes; and (v)
preservation of capital. At December 31, 2007, Selectives investment portfolio consisted of
$3,079.3 million (83%) of fixed maturity securities, $274.7 million (7%) of equity securities,
$190.2 million (5%) of short-term investments, and $188.8 million (5%) of other investments.
Selectives fixed maturity portfolio is comprised primarily of highly rated securities, with almost
100% rated investment grade. The average rating of its fixed maturity securities is AA+ by
Standard & Poors (S&P), their second highest credit quality rating. Selective expects to
continue to invest primarily in high quality, fixed maturity investments in order to reduce
volatility of the portfolio and to maximize after-tax investment yield. For further information
regarding Selectives interest rate sensitivity as well as other risks associated with its
portfolio, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk in this Form
10-K. The average duration of the fixed maturity portfolio, including short-term investments of
$190.2 million at December 31, 2007 and $197.0 million at December 31, 2006, was 3.9 years at
December 31, 2007 and 3.8 years at December 31, 2006.
Selectives Investments segment operations are based primarily in Parsippany, New Jersey, while
certain segments of the portfolio are managed by external money managers. For additional
information about investments, see the sections entitled, Investments, in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations, and Item 8. Financial
Statements and Supplementary Data, Note 4 to the consolidated financial statements.
16
Diversified Insurance Services Segment
Selectives Diversified Insurance Services segment provides fee-based revenues that are expected to
contribute to earnings, increase operating cash flow, and help mitigate potential volatility in
insurance operating results. The Diversified Insurance Services segment is complementary to
Selectives business model by sharing a common marketing or distribution system and creating new
opportunities for independent agents to bring value-added services and products to their customers.
In December 2005, Selective divested itself of its 100% ownership interest in CHN Solutions (Alta
Services, LLC and Consumer Health Network Plus, LLC), which had historically been reported as part
of the Managed Care component of the Diversified Insurance Services segment. For more
information concerning the results of the Diversified Insurance Services segment for the last three
fiscal years ended December 31, refer to Note 15, Discontinued Operations in Item 8. Financial
Statements and Supplementary Data on this Form 10-K. The Diversified Insurance Services operation
currently has two major components: (i) human resource administration outsourcing; and (ii) flood
insurance.
Human Resource Administration Outsourcing
Human resource administration outsourcing (HR Outsourcing) products and services are sold by
Selective HR Solutions, Inc. and its subsidiaries (Selective HR), which are headquartered in
Sarasota, Florida. Selective HRs customers are small businesses who generally have existing
relationships with independent insurance agents. Selective HR leverages these relationships by
using independent insurance agents as its distribution channel for its products and services in the
states where it operates. As a Professional Employer Organization (PEO), Selective HR enters
into agreements with clients that establish a three-party relationship under which Selective HR and
the client are co-employers of the employees who work at the clients location (worksite
employees). As of December 31, 2007, Selective HR had approximately 25,111 worksite employees,
39% of which are from the state of Florida.
Flood Insurance
Selective is a servicing carrier in the Write-Your-Own (WYO) Program of the United States
governments National Flood Insurance Program (NFIP). The WYO Program operates within the
context of the NFIP, and is subject to its rules and regulations. The NFIP is administered by the
Federal Emergency Management Agency (FEMA), which is part of the Department of Homeland Security.
The WYO Program is a cooperative undertaking of the insurance industry and FEMA. The WYO Program
allows participating property and casualty insurance companies to write and service the Standard
Flood Insurance Policy in their own names, while ceding all of the premiums collected on these
policies to the federal government. The companies receive an expense allowance, or servicing fee,
for policies written and claims processed under the program, while the federal government retains
responsibility for all underwriting losses. Selective is servicing approximately 299,000 flood
policies under the NFIP through over 5,900 independent agents in 50 states and the District of
Columbia.
Diversified Insurance Services Regulation
The companies within the Diversified Insurance Services segment are subject to certain laws and
regulations. In particular, as a co-employer for some of its clients, Selective HR is subject to
federal, state, and local laws and regulations relating to labor, tax, employment, employee
benefits, and immigration matters. By contracting with its clients and creating a co-employer
relationship with the worksite employees, Selective HR may be assuming certain contractual and
legal obligations and responsibilities of an employer and could incur liability for violations of
such laws and regulations, even if it was not actually responsible for the conduct giving rise to
such liability. Some states in which Selective HR operates have already passed licensing or
registration requirements for PEOs. These laws and regulations vary from state to state but
generally provide for the monitoring of the fiscal responsibility of PEOs. Currently, many of
these laws and regulations do not specifically address the obligations and responsibilities of
co-employers. There can be no assurance that Selective HR will be able to satisfy new or revised
laws and regulations.
The viability of the NFIPs reinsurance program under the WYO Program is an essential component of
Selectives Diversified Insurance Services operations. In 2005, the destruction caused by the
active hurricane season stressed the NFIP with excessive levels of flood losses. Selective
continues to monitor developments with the NFIP regarding its ability to pay claims in the event of
another large-scale disaster. Congress controls the federal agencys funding authority, which was
exceeded after Hurricane Katrina, and is again nearing maximum capacity. Bills are pending in the
House and Senate that could impact the NFIP. These bills contain substantial legislative changes
and revisions to the NFIP and WYO Program, some of which may be favorable and some of which may be
unfavorable for Selective. For additional information regarding regulation of flood insurance see
Item 1A. Risk Factors of this Form 10-K.
17
Competition
Selective faces significant competition in both the Insurance Operations and Diversified Insurance
Services segments.
Property and casualty insurance is highly competitive on the basis of both price and service, and
is extensively regulated by state insurance departments. In 2007, Selective was ranked as the
46th largest property and casualty group in the United States based on the 2006 NPW, by
A.M. Best in its list, Top Property/Casualty Writers. The Insurance Operations compete with
regional insurers, such as Cincinnati Financial and Harleysville, and national insurance companies,
such as Travelers, The Hartford, and Zurich. Selective also competes against direct writers of
insurance coverage, including insurance offered through competitors internet websites. These
writers offer coverage primarily in personal lines, such as GEICO and Progressive. Many of these
competitors have greater financial and operating resources than Selective. Many of them also have
more customers, which provide them with more information regarding their risks and, with the use of
statistical and computer models, may give them greater ability to make pricing and underwriting
decisions. Purchasers of property and casualty insurance products do not always differentiate
between insurance carriers and differences in coverage. The more significant competitive factors
for most of Selectives insurance products are financial ratings, safety management, price,
coverage terms, claims service, and technology. In addition, Selective also faces competition
within each insurance agency that sells its insurance products as most of the agencies represent
more than one insurance company.
With regard to the Diversified Insurance Services segment, according to the most recent published
information, Selective HR was ranked as the 11th largest Professional Employer
Organization in a Staffing Industry Report published by Staffing Industry Analysts, Inc.,
based on 2005 gross revenue. Based on 2006 information, Selectives Flood line of business is the
7th largest WYO carrier for the NFIP based on information obtained from Statutory Annual
Statements.
Please refer to Item 1A. Risk Factors, of this Form 10-K for a discussion of the factors that
could impact Selectives ability to compete.
Seasonality
Selectives insurance business experiences modest seasonality with regard to premiums written. Due
to the general timing of commercial policy renewals, premiums written are usually highest in
January and July and lowest during the fourth quarter of the year. Although the writing of
insurance policies experiences modest seasonality, the premiums related to these policies are
earned consistently over the period of coverage. Losses and loss expenses incurred tend to remain
consistent throughout the year, unless a catastrophe occurs from man-made or weather-related events
such as hail, tornadoes, windstorms, hurricanes, and noreasters.
Customers
No one customer or independent agency accounts for 10% or more of Selectives total revenue or the
revenue of any one of its business segments.
Employees
At December 31, 2007, Selective had approximately 2,200 employees, of which 2,000 worked in the
Insurance Operations and Investments segments and 200 worked in the Diversified Insurance Services
segment.
18
Executive Officers of the Registrant
The following table sets forth biographical information about Selectives Chief Executive Officer,
Executive Officers, and senior management, as of February 28, 2008:
|
|
|
Name, Age, Title |
|
Occupation And Background |
Gregory E. Murphy, 52
Chairman, President, and Chief
Executive Officer
|
|
Chairman, President, and Chief Executive Officer of Selective,
present position since May 2000
President, Chief Executive Officer, and Director of Selective,
May 1999 to May 2000
President, Chief Operating Officer, and Director of Selective,
1997 to May 1999
Other senior executive, management, and operational positions
at Selective, since 1980
Director, Newton Memorial Hospital Foundation, Inc., since 1999
Director, Insurance Information Institute
Trustee, the American Institute for CPCU (AICPCU) and the
Insurance Institute of America (IIA), since June 2001
Graduate of Boston College (B.S. Accounting)
Harvard University (Advanced Management Program)
Certified Public Accountant (New Jersey) (Inactive) |
|
|
|
Jamie Ochiltree III, 55
Senior Executive Vice President, Insurance Operations
|
|
Present position since February 2004 (scheduled retirement in
March 2008)
Variety of executive positions, Selective, 1994 February
2004
Miami University (B.A. Zoology)
Wharton School (Advanced Management Program) |
|
|
|
Richard F. Connell, 62
Senior Executive Vice President
and Chief Administrative Officer
|
|
Present position since October 2007
Senior Executive Vice President and Chief Information Officer,
August 2000 October 2007
Executive Vice President and Chief Information Officer, August
2000 January 2006
Central Connecticut State University (B.S. Marketing) |
|
|
|
Kerry A. Guthrie, 50
Executive Vice President and
Chief Investment Officer
|
|
Present position since February 2005
Senior Vice President and Chief Investment Officer, Selective,
August 2002 February 2005
Variety of investment positions, Selective, 1987 2002
Chartered Financial Analyst
Certified Public Accountant (New Jersey) (Inactive)
Member, New York Society of Security Analysts
Siena College (B.S. Accounting)
Fairleigh Dickinson University (M.B.A. Finance) |
|
|
|
Dale A. Thatcher, 46
Executive Vice President, Chief
Financial Officer and Treasurer
|
|
Present position since February 2003
Senior Vice President, Chief Financial Officer and Treasurer,
Selective, April 2000 February 2003
Certified Public Accountant (Ohio) (Inactive)
Chartered Property and Casualty Underwriter
Chartered Life Underwriter
Member of the American Institute of Certified Public
Accountants
Member of the Ohio Society of Certified Public Accountants
University of Cincinnati (B.B.A. Accounting; M.B.A., Finance) |
|
|
|
19
|
|
|
Name, Age, Title |
|
Occupation And Background |
Ronald J. Zaleski, 53
Executive Vice President and
Chief Actuary
|
|
Present position since February 2003
Senior Vice President and Chief Actuary, Selective, February
2000 February 2003
Vice President and Chief Actuary, Selective, September 1999
February 2000
Fellow of Casualty Actuarial Society
Member of the American Academy of Actuaries
Loyola College (B.A. Mathematics) |
|
|
|
Victor Daley, 64
Executive Vice President, Human Resources
|
|
Present position since September 2005
Executive Vice President, Chief Administrative, and Human
Resources Officer for AmerUs Group, September 1995 October 2004
Providence College (B.S. Business Administration)
Roosevelt University (M.P.A.)
Harvard University (Advanced Management Program) |
|
|
|
Sharon R. Cooper, 46
Senior Vice President, Chief
Marketing and Communications
Officer
|
|
Present position since October 2007.
Vice President and Director of Communications, Selective,
December 2000 October 2007
Director of Media Relations, Allstate Insurance, 1996
December 2000
Member, Society of Chartered Property and Casualty Underwriters
University of Illinois (B.A. Broadcast Journalism)
Seton Hall (M.A. Strategic Communications and Leadership) |
|
|
|
Michael H. Lanza, 46
Executive Vice President,
General Counsel, Corporate
Secretary and Chief Compliance
Officer
|
|
Present position since July 2004
Corporate advisor and legal consultant, April 2003 July 2004
Executive Vice President & Corporate Secretary, QuadraMed
Corporation, a publicly-traded healthcare technology company,
September 2000 March 2003
Member, Society of Corporate Secretaries and Corporate
Governance Professionals
University of Connecticut (B.A.)
University of Connecticut School of Law (J.D.) |
|
|
|
Mary T. Porter, 52
Executive Vice President, Chief
Claims Officer
|
|
Present position since October 2007
Senior Vice President, Director of Corporate Claims, January
2007 - October 2007
Vice President, Group General Counsel, St. Paul Travelers,
1999 - 2006
Assistant Vice President, Group Counsel USF&G, St. Paul
Companies, 1993 1999
Private law practice in Washington, D.C. and Maryland, 1980
1993
Long Island University, C.W. Post College, B.A, Political
Science
George Washington University, JD |
|
|
|
20
|
|
|
Name, Age, Title |
|
Occupation And Background |
John J. Marchioni, 38
Executive Vice President, Chief
Field Operations Officer
|
|
Present position since October 2007
Senior Vice President, Director of Personal Lines, August 2005
October 2007
Vice President, Mercantile & Service SBU, July 2004 August
2005
Vice President, Director of Government Affairs, August 2002
July 2004
Assistant Vice President, Government Affairs, August 2000
July 2002
Government Affairs Specialist, January 1998 July 2000
Chartered Property Casualty Underwriter (CPCU)
Princeton University (B.A. History)
Harvard University (Advanced Management Program) |
|
|
|
Eduard J. Pulkstenis, 41
Executive Vice President, Chief
Underwriting Officer
|
|
Present position since October 2007
Senior Vice President, Chief Commercial Lines Underwriting
Officer, July 2004 October 2007
Vice President, Small Business, July 2003 July 2004
Vice President, Director of Actuarial Pricing, March 2000
July 2003
Managing Actuary, American International Group, October 1998
February 2000
Various Actuarial positions, Selective, June 1988 October
1998
Fellow of the Casualty Actuarial Society
Member of the American Academy of Actuaries
Member of the Society of Chartered Property Casualty
Underwriters
Messiah College (B.A. Mathematics) |
|
|
|
Charles A. Musilli, III, 49
Senior Vice President, Northeast
Region Manager and Agency
Development
|
|
Present position since October 2007
Senior Vice President, Chief Field Operations and Marketing
Officer, June 2004 October 2007
Senior Vice President, Selective Risk Managers, January
1997 June 2004
Other management and operational positions at Selective from
1981 1984 and 1989 1997
Member, Society of Chartered Property and Casualty Underwriters
Rutgers University (B.A. Psychology) |
|
|
|
Jeffrey F. Kamrowski, 43
Senior Vice President, Business
Services
|
|
Present position since October 2007
Other management and operational positions at Selective, since
1988
Member, Society of Chartered Property and Casualty
Underwriters Hartwick College (B.S. Computer Information Science) |
|
|
|
Daniel Bravo, 44
Senior Vice President, Strategic
Operations Group
|
|
Present position since October 2007
Senior Vice President of Knowledge Management (2005 October
2007)
Vice President of Corporate Services Information Technology
Services (2002 2005)
Operations Manager, Liberty Mutual Insurance (2000 2002)
Management Consultant for various consulting companies (1993
2000)
Babson College, MBA
Harvard University Extension School, Special Studies in
Management Certificate
University of the Basque Country (Spain), (B.S. Economics) |
|
|
|
21
Information regarding Selectives directors is included in the definitive Proxy Statement for the
2007 Annual Meeting of Stockholders to be held on April 24, 2008 in Information About Proposal 1,
Election of Directors, and is also incorporated by reference into Part III of this Form 10-K. |
Available
Information
Selective files its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy statements, and other required information with the SEC. The public may read and
copy any materials on file with the SEC at the SECs Public Reference Room at 100 F Street N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site, www.sec.gov,
that contains reports, proxy and information statements, and other information regarding issuers,
including Selective, that file electronically with the SEC.
Selective
has a website, www.selective.com, through which its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange
Act) are available free of charge as soon as reasonably practicable after they are electronically
filed with, or furnished to the SEC.
22
Item 1A. Risk Factors
Certain risk factors exist that can have a significant impact on Selectives business, results of
operations, and financial condition. The impact of these risk factors could also impact certain
actions that Selective takes as part of its long-term capital strategy including, but not limited
to, contributing capital to subsidiaries in its Insurance Operations and Diversified Insurance
Services segments, issuing additional debt and/or equity securities, repurchasing shares of common
stock (Common Stock), or increasing stockholders dividends. The following list of risk factors
is not exhaustive and others may exist. Selective operates in a continually changing business
environment, and new risk factors emerge from time to time. Consequently, Selective can neither
predict such new risk factors nor assess the impact, if any, they might have on its business in the
future.
Selectives reserves may not be adequate to cover actual losses and expenses.
Selective is required to maintain loss reserves for its estimated liability for losses and loss
expenses associated with reported and unreported insurance claims for each accounting period. From
time to time, Selective adjusts reserves and, if the reserves are inadequate, must increase its
reserves. An increase in reserves: (i) reduces net income and stockholders equity for the period
in which the deficiency in reserves is identified, and (ii) could have a material adverse effect on
Selectives results of operations, liquidity, financial condition and financial strength, and debt
ratings. Selectives estimates of reserve amounts are based on facts and circumstances of which it
is aware, including its expectations of the ultimate settlement and claim administration expenses,
predictions of future events, trends in claims severity and frequency, and other subjective
factors. There is no method for precisely estimating the ultimate liability for settlement of
claims. Selective regularly reviews its reserving techniques and its overall amount of reserves.
For more information regarding reserves, see the section entitled Reserve for Losses and Loss
Expenses in Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations of this Form 10-K. The Company also reviews:
|
|
|
Information regarding each claim for losses, including potential extra-contractual
liability, or amounts paid in excess of the policy limits, which may not be covered by the
Companys reinsurance contracts; |
|
|
|
|
The Companys loss history and the industrys loss history; |
|
|
|
|
Legislative enactments, judicial decisions and legal developments regarding damages; |
|
|
|
|
Changes in political attitudes; and |
|
|
|
|
Trends in general economic conditions, including inflation. |
Selective cannot be certain that the reserves it establishes are adequate or will be adequate in
the future.
Selective is subject to a variety of operational risks which could have a material adverse impact
on Selectives business results.
Selective relies on complex financial models which have been developed internally and by third
parties to analyze historical loss costs and pricing, trends in claim severity and frequency, the occurrence of catastrophe losses, and investment performance. Flaws in these financial
models and/or faulty assumptions used by these financial models could lead to increased losses and
loss reserving. Examples of these various models are Risk Management Solutions, the ALGO risk
tool, and predictive modeling.
Catastrophic events.
Results of property and casualty insurers are subject to weather and other conditions. While one
year may be relatively free of major weather occurrences or other disasters, another year may have
numerous such events, causing results to be materially worse than other years. Selectives
Insurance Subsidiaries have experienced catastrophe losses and the Company expects them to
experience such losses in the future.
Various natural and man-made events can cause catastrophes, including, but not limited to,
hurricanes, tornadoes, windstorms, earthquakes, hail, terrorism, explosions, severe winter weather,
and fires, some of which may be related to climate changes. The frequency and severity of these
catastrophes are inherently unpredictable. The extent of losses from a catastrophe is determined
by the severity of the event and the total amount of insured exposures in the area affected by the
event. Although catastrophes can cause losses in a variety of property and casualty lines, most of
the catastrophe-related claims of Selectives Insurance Subsidiaries historically have been related
to commercial property and homeowners coverages. Selectives property and casualty insurance
business is concentrated geographically in the Eastern and Midwestern regions of the United States.
New Jersey accounts for 30% of the Companys total net premiums written.
Selectives Insurance Subsidiaries seek to reduce their exposure to catastrophe losses through the
purchase of catastrophe reinsurance. Reinsurance, however, may prove inadequate if:
|
|
|
The modeling software used to analyze the Insurance Subsidiaries risk proves
inadequate; |
|
|
|
|
A major catastrophic loss exceeds the reinsurance limit or the reinsurers financial
capacity; or |
|
|
|
|
The frequency of catastrophe losses result in the Insurance Subsidiaries exceeding
their one reinstatement. |
23
The property and casualty insurance industry is cyclical.
Historically, the results of the property and casualty insurance industry have experienced
significant fluctuations due to economic conditions, interest rates, and other factors, such as,
competition. For example, the competitors pricing business below technical levels could force the
Company to reduce its profit margin in order to protect its best business. Selective has
experienced the following fluctuations in Commercial Lines premium pricing, excluding exposure
(pure price), over the past several years:
|
|
|
During 2007, pure price on Commercial Lines renewal business decreased 3.9%; |
|
|
|
|
During 2006, pure price on Commercial Lines renewal business decreased 1.7%; |
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During 2005, pure price on Commercial Lines renewal business remained flat compared to
2004; |
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From 2001 2004, pure price on Commercial Lines renewal business was increasing in a
range from 4.3% to 12.6%; and |
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For several years prior to 2001, Selective experienced decreases in pure price in our
Commercial Lines operations. |
As an example of pricing and loss trends on the combined ratio, taking a pure price decline of 1.4%
and removing the expense that directly varies with premium volume yields an adverse combined ratio
impact of approximately 1 point, in addition to a claims inflation increase of 3%, will cause the
loss and loss adjustment expense ratio to increase approximately 2 points, all else remaining
equal. The combination of claims inflation and price decreases could raise the combined ratio
approximately 3 points in this example, absent any initiatives targeted to address these trends.
The industrys profitability also is affected by unpredictable developments, including:
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Natural and man-made disasters; |
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Fluctuations in interest rates and other changes in the investment environment that
affect investment returns; |
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Inflationary pressures (medical and economic) that affect the size of losses; |
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Judicial, regulatory, legislative, and legal decisions that affect insurers
liabilities; |
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Changes in the frequency and severity of losses; |
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Pricing and availability of reinsurance in the marketplace; and |
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Weather-related impacts due to the effects of climate changes. |
Selective competes with regional and national property and casualty insurance companies, including
public and mutual companies, some of which do not use independent agents and write directly with
insureds. Many of these competitors are larger than Selective and have greater financial and
operating resources, as well as greater information scale. The Internet has also emerged as a
significant place of new competition, both from existing competitors and from new competitors. A
new form of competition may enter the marketplace as reinsurers may attempt to diversify their
insurance risk by writing business in the primary marketplace. Because Selective sells its
coverages through independent insurance agents who also are agents of its competitors, the Company
faces competition within each of its appointed independent insurance agencies.
Selective also faces competition, primarily in the commercial insurance market, from entities that
self-insure their own risks. Many of Selectives customers and potential customers are examining
the benefits and risks of self-insuring as an alternative to traditional insurance.
New competition from these developments could cause the supply or demand for insurance to change,
which could adversely affect Selectives results of operations and financial condition.
General economic conditions can adversely affect Selectives business results and prospects.
Changes in general economic conditions can impact Selectives business. For example, Selectives
contractor business represents 45% of its insurance operations segment and is significantly
impacted by changes in general economic conditions, including the downturn in the U.S. housing
market. Other economic conditions impacting Selectives business include, but, are not limited to,
recessions; increases in corporate, municipal and/or consumer bankruptcies; changes in interest
rate levels; a continued downturn in the U.S. housing market; changes in domestic and international
laws, including tax laws and bankruptcy laws; intervention by governments in financial markets,
including the imposition of limits on the ability of mortgagees to foreclose on defaulted mortgage
loans; wars; and terrorist acts could adversely affect the performance of the Companys insured and
investment portfolios, possibly leading to increases in losses and loss reserves in the insured
portfolio and decreases in the value of the investment portfolio and, therefore, the Companys
financial strength.
24
Acts of terrorism not covered by, or exceeding, reinsurance limits.
On November 26, 2002, the Terrorism Risk Insurance Act of 2002 legislation was signed into law.
This legislation was amended in December 2005 and extended through December 31, 2007 through the
Terrorism Risk Insurance Extension Act of 2005 (collectively, these two acts will be referred to as
TRIA). On December 18, 2007, TRIA was extended for seven more years until December 31, 2014.
This revised legislation ends the distinction between foreign and domestic acts of terrorism
without increasing the level of damages necessary to trigger the program ($100 million). This seven
year period will provide the market with much-needed stability. TRIA requires sharing the risk of
future losses from terrorism between private insurers and the federal government, and is applicable
to almost all commercial lines of insurance. Insurance companies with direct commercial insurance
exposure in the United States are required to participate in this program. TRIA rescinded all
previously approved exclusions for terrorism. Policyholders for non-workers compensation policies
have the option to accept or decline the terrorism coverage Selective offers in its policies, or
negotiate other terms. In 2007, approximately 90% of Selectives commercial non-workers
compensation policyholders purchased terrorism coverage. The terrorism coverage is mandatory for
all workers compensation primary policies. In addition, 48%, or ten of the twenty-one primary
states in which Selective writes commercial property coverage mandate the coverage of fire
following an act of terrorism. These provisions apply to new policies written after enactment of
TRIA. A terrorism act must be certified by the Secretary of Treasury in order to be covered by
TRIA. Each participating insurance company will be responsible for paying out a certain amount in
claims (a deductible) before federal assistance becomes available. This deductible, which is equal
to approximately $200 million in 2008, is based on a percentage of commercial lines direct earned
premiums for lines subject to TRIA from the prior calendar year. For losses above an insurers
deductible, the federal government will cover 85%, while the insurer contributes 15%. Although the
provisions of TRIA will serve to mitigate Selectives exposure in the event of a large-scale
terrorist attack, the Companys deductible is substantial.
Selectives investments support its operations and provide a significant portion of its revenues
and earnings.
Like many other property and casualty insurance companies, Selective depends on income from its
investment portfolio for a significant portion of its revenues and earnings. Any significant
decline in the Companys investment income as a result of falling interest rates, decreased
dividend payment rates, reduced returns in the Companys other investment portfolio, primarily from
alternative investments, or general market conditions would have an adverse effect on its results.
Fluctuations in interest rates cause inverse fluctuations in the market value of the Companys debt
portfolio. In addition, issuers of debt which the Company holds in its investment portfolio may
default in its financial obligations as a result of insolvency, lack of liquidity, operational
failure or other reasons. Any significant decline in the market value of its investments,
excluding its held-to-maturity investments, would reduce the Companys stockholders equity. A
significant decline in the market value of its equity and other investments would also reduce its
policyholders surplus, which could impact the Companys ability to write additional premiums. In
addition, Selectives notes payable are subject to certain debt-to-capitalization restrictions,
which could also be impacted by a significant decline in investment values. For more information
see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in this Form 10-K.
Changes in tax laws impacting marginal tax rates and/or the preferred tax treatment of municipal
obligations could adversely impact Selectives business.
Tax legislation which imposes a flat tax or otherwise changes the tax preference of municipal
obligations under current law could adversely affect the market value of municipal obligations. Forty-one percent of the Companys investment portfolio is invested in tax-exempt municipal obligations; as
such, the value of the investment portfolio could be adversely affected by any such legislation.
Additionally, any such changes in tax law could reduce the difference between tax-exempt interest
rates and taxable rates.
Selective may be adversely impacted by a change in its ratings.
Insurance companies are subject to financial strength ratings produced by external rating agencies,
based upon factors relevant to policyholders. Ratings are not recommendations to buy, hold, or
sell any of Selectives securities. Higher ratings generally indicate financial stability and a
strong ability to pay claims. A significant downgrade in ratings, from A.M. Best in particular,
could: (i) affect Selectives ability to write new business with customers, some of whom are
required (under various third party agreements) to maintain insurance with a carrier that maintains
a specified minimum rating; (ii) be an event of default under Selectives line of credit; or (iii)
make it more expensive for Selective to access capital markets.
Selective is a holding company, and its subsidiaries may have a limited ability to declare
dividends, and thus may not have access to the cash that is needed to meet its cash needs.
Substantially all of Selectives operations are conducted through its subsidiaries. Restrictions
on the ability of the Companys subsidiaries, particularly the Insurance Subsidiaries, to pay
dividends or make other cash payments to the Parent may materially affect its ability to pay
principal and interest on its indebtedness and dividends on its Common Stock.
25
Under the terms of Selectives debt agreements and financial solvency laws affecting insurers, the
Companys subsidiaries are permitted to incur indebtedness up to certain levels that may restrict
or prohibit the making of distributions, the payment of dividends, or the making of loans by the
subsidiaries to the Parent. The Company cannot assure that the agreements governing the current
and future indebtedness of its subsidiaries will permit such subsidiaries to provide the Parent
with sufficient dividends, distributions, or loans to fund its cash needs. Sources of funds for
the Insurance Subsidiaries primarily consist of premiums, investment income, and proceeds from
sales and redemption of investments. Such funds are applied primarily to payment of claims,
insurance operating expenses, income taxes and the purchase of investments, as well as dividends
and other payments.
The Insurance Subsidiaries may declare and pay dividends to the Parent only if they are permitted
to do so under the insurance regulations of their respective state of domicile. All of the states
in which the Insurance Subsidiaries are domiciled regulate the payment of dividends. Some states,
including New Jersey, North Carolina, and South Carolina, require that Selective give notice to the
relevant state insurance commissioner prior to its Insurance Subsidiary domiciled in that
respective state declaring any dividends and distributions payable to the Parent. During the
notice period, the state insurance commissioner may disallow all or part of the proposed dividend
upon determination that: (i) the insurers surplus is not reasonable in relation to its
liabilities and adequate to its financial needs and those of the policyholders, or (ii) in the case
of New Jersey, the insurer is otherwise in a hazardous financial condition. In addition, insurance
regulators may block dividends or other payments to affiliates that would otherwise be permitted
without prior approval upon determination that, because of the financial condition of the insurance
subsidiary or otherwise, payment of a dividend or any other payment to an affiliate would be
detrimental to an insurance subsidiarys policyholders or creditors. Selectives Selective HR
subsidiary may also declare and pay dividends, which are restricted by the operating needs of this
entity as well as a professional employer organization licensing requirements to maintain a current
ratio of at least 1:1.
Selective depends on independent insurance agents and other third party service providers.
Selective markets and sells its insurance products through independent, non-exclusive insurance
agencies and brokers. Agents and brokers are not obligated to promote Selectives insurance
products, and they may also sell the insurance products of the Companys competitors. As a result,
Selectives business depends in part on the marketing and sales efforts of these agencies and
brokers. As Selective diversifies and expands its business geographically, it may need to expand
its network of agencies and brokers to successfully market its products. If these agencies and
brokers fail to market Selectives products successfully, its business may be adversely impacted.
Also, independent agents may decide to sell their businesses to banks, other insurance agencies, or
other businesses. Agents with a Selective appointment may decide to buy other agents. Changes in
ownership of agencies or expansion of agencies through acquisition could adversely affect an
agencys ability to control growth and profitability, thereby adversely affecting Selectives
business.
In addition to independent insurance agents, Selective also relies on third party service providers
to conduct a portion of its premium audits, safety management services, and claims adjusting
services. Selectives HR Outsourcing business relies on third party service providers for products
such as health coverage, flexible spending accounts, and 401(k) savings plans. If these
third-party service providers fail to perform their respective services and/or fail to provide
their products successfully and/or accurately, Selectives business may be adversely impacted.
Selective is heavily regulated in the states in which it operates.
Selective is subject to extensive supervision and regulation in the states in which the Insurance
Subsidiaries transact insurance business. The primary purpose of insurance regulation is to
protect individual policyholders and not shareholders or other investors. Selectives business can
be adversely affected by regulations affecting property and casualty insurance companies. For
example, laws and regulations can lead to mandated reductions in rates to levels that Selective
does not believe are adequate for the risks it insures. Other laws and regulations limit the
Companys ability to cancel or refuse to renew certain policies and require Selective to offer
coverage to all consumers. Changes in laws and regulations, or their interpretations, pertaining
to insurance may also have an impact on Selectives business. Selectives concentration of
business may expose the Company to increased risks of regulatory matters in the states in which the
Insurance Subsidiaries write insurance that could be greater than the risks the Company could be
exposed to by transacting business in a greater number of geographic markets.
26
Although the insurance industry is primarily regulated by individual states, federal initiatives,
such as, the National Flood Insurance Program, the optional federal charter, and the Office of
Foreign Assets Control, can also impact the insurance industry. Proposals intended to control the
cost and availability of healthcare services have been debated in the U.S. Congress and state
legislatures. Although Selective neither writes health insurance nor assumes any healthcare risk,
rules affecting healthcare services can affect workers compensation, commercial and personal
automobile, liability, and other insurance that it does write. Selective cannot determine whether,
or in what form, healthcare reform legislation may be adopted by the U.S. Congress or any state
legislature. Selective also cannot determine the nature and effect, if any, that the adoption of
healthcare legislation or regulations, or changing interpretations, at the federal or state level
would have on it.
Examples of insurance regulatory risks include:
Automobile Insurance Regulation
In 1998, New Jersey instituted an Urban Enterprise Zone (UEZ) Program, which requires New Jersey
auto insurers to have a market share in certain urban territories that is in proportion to their
statewide market share. Due to mandated urban rate caps, the premiums on these UEZ policies are
typically insufficient to cover losses. Although the law that imposed these urban rate caps was
repealed in 1998, the caps continue to be enforced by the New Jersey Department of Banking and
Insurance (NJDOBI).
From time to time, legislative proposals are passed and judicial decisions are rendered related to
automobile insurance regulation that could adversely affect Selectives results of operations. For
example, in 2005 a New Jersey Supreme Court decision eliminated the application of the serious life
impact standard to personal automobile bodily injury liability cases under the verbal tort
threshold of New Jerseys Automobile Insurance Cost Reduction Act (AICRA). This decision allows
claimants to file lawsuits for non-economic damages without proving that the injuries sustained had
a serious impact on their lives.
Workers Compensation Insurance Regulation
Because Selective voluntarily writes workers compensation insurance, it is required by state law to
support the involuntary market. Insurance companies that underwrite voluntary workers compensation
insurance can either directly write involuntary coverage, which is assigned by state regulatory
authorities, or participate in a sharing arrangement, where the business is written by a servicing
carrier and the profits or losses of that serviced business are shared among the participating
insurers. Selective currently participates through a sharing arrangement in all states, except New
Jersey, where it currently writes involuntary coverage directly. Historically, workers
compensation business has been unprofitable whether written directly or handled through a sharing
arrangement. Additionally, Selective is required to provide workers compensation benefits for
losses arising from acts of terrorism under its workers compensation policies. The impact of any
terrorist act is unpredictable, and the ultimate impact on Selective will depend upon the nature,
extent, location, and timing of such an act. Any such impact on Selective could be material.
Homeowners Insurance Regulation
Selective is subject to regulatory provisions that are designed to address potential availability
and/or affordability problems in the homeowners property insurance marketplace. Involuntary market
mechanisms, such as the New Jersey Insurance Underwriting Association (New Jersey FAIR Plan),
generally result in assessments against the Insurance Subsidiaries. The New Jersey FAIR Plan
writes fire and extended coverage on homeowners for those individuals unable to secure insurance
elsewhere. Insurance companies who voluntarily write homeowners insurance in New Jersey are
assessed a portion of any deficit from the New Jersey FAIR Plan based on their share of the
voluntary market. Similar involuntary plans exist in most other states where Selective operates.
27
Certain coastal states have instituted, or are considering adopting, legislation or regulation to
maintain or increase the availability of property insurance, particularly homeowners insurance, in
those states. For example, in 2002 Florida combined its two high-risk insurance pools, the
Windstorm and Joint Underwriting Association, to create Florida Citizens Property Insurance
Corporation (CPIC). CPIC is a state-regulated association and historically has provided property
insurance to policyholders unable to obtain coverage in the private insurance market. However,
CPIC has evolved from market of last resort to become the states largest property insurer. In May
2007, a new insurance law passed in Florida expanding the role of CPIC and making its rates more
competitive with the private market. Florida homeowners can now purchase coverage from CPIC if the
rates for a policy from a private insurer are more than 15% higher than from a similar CPIC policy.
CPIC can now also offer high-risk policyholders homeowners insurance as well as wind-only coverage
in other parts of the state, which is driving homeowners rates down in the private market. In
addition, effective January 1, 2008, an insurer writing homeowners insurance in another state, but
not in Florida, may not continue to write private passenger automobile insurance in Florida unless
such insurer is affiliated with an insurer writing homeowners insurance in Florida. At this time,
none of Selectives Insurance Subsidiaries write private passenger automobile insurance in Florida.
Certain other coastal states, including certain states in which Selectives Insurance Subsidiaries
transact homeowners insurance business, are considering legislation requiring that insurers that
write homeowners insurance in any geographic area of a state must write homeowners insurance in all
geographic areas of that state. Selective cannot predict whether any such legislation or
regulation will be enacted, and the ultimate impact on Selective will depend upon the specifics of
the legislation or regulation and the state or states that adopt any such legislation or
regulation.
Credit Scoring Regulation
Selective uses certain aspects of credit scores when evaluating individual risks. In June 2007 the
United States Supreme Court interpreted the Fair Credit Reporting Act (FCRA) concerning the
meaning of the term adverse action as it relates to an insurance carriers use of credit scoring
when it quotes premium for a personal lines applicant or raises premium for an existing personal
lines insured. This interpretation requires insurance carriers to notify policyholders and
applicants when their credit reports are the basis for adverse action, such as a rate increase. An
adverse action notification, according to the interpretation, would be required if a quoted rate is
higher than it would have been in a credit neutral comparison, which compares the credit
score-based rate against a credit score neutral rate. The interpretation does not require an
insurance carrier to inform all policyholders that their credit reports have been reviewed in the
underwriting process or that the rate they have received is higher than the best possible rate of
the carrier.
In 2007, 31 states introduced 83 bills seeking to limit or completely restrict the use of credit
scores on individuals. In addition, the Federal Trade Commission produced a report in late 2007
stating the use of credit scores is an accurate predictor of risk and is not prejudicial to
minority groups. Congress is expected to continue investigating this issue and many state
legislatures and agencies will continue to monitor the impact credit scoring has on the insurance
marketplace.
Changes to regulation regarding the use of credit scores may impact the way in which the Company
prices business and/or notifies policyholders or applicants of adverse actions resulting from the
use of these score.
Flood Insurance Regulation
The federal governments NFIP program currently covers flooding caused by storm surge where water
is pushed toward the shore by the force of the winds swirling around a storm. If this federal
program is modified in an unfavorable manner, whereby flooding related to storm surge is no longer
covered or is required to be covered by homeowners policies, such modification could have a
material adverse effect on Selectives Flood and/or Homeowners results. Legislation exists that
may force policies to cover claims related to windstorm damage and could lower the fee paid by the
NFIP to the servicing carrier. The current repayment of claims by the NFIP could also be
restricted, with the current authorization expected to last only to 2009.
Regulation and Legislation of Agent Compensation
Selectives Insurance Subsidiaries sell insurance products and services primarily through appointed
independent insurance agents. Accordingly, Selective seeks to compensate its agents consistent
with market practices and pay commissions and other consideration for business agents place with
Selectives Insurance Subsidiaries. Selective discloses its compensation practices in notices to
all policyholders and on Selectives public website, while referring all specific questions about
agent compensation to the agent that placed the business with Selective.
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Because Selectives agents also generally represent several of Selectives competitors, Selectives
primary marketing strategy is to:
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Develop close relationships with each agent by: (i) soliciting their feedback on
products and services, (ii) advising them concerning company developments, and (iii)
investing significant time with them professionally and socially; and, |
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Develop with each agent, and then carefully monitor, annual goals regarding: (i) types
and mix of risks placed with Selective, (ii) amounts of premium or numbers of policies
placed with Selective, (iii) customer service levels, and (iv) profitability of business
placed with Selective. |
At present, Selective believes its agent compensation practices and disclosures meet current legal
and regulatory requirements. Over the last two years, however, certain state attorneys general
have investigated, and continue to investigate, various alleged anticompetitive practices engaged
in by several insurance brokers and national insurance companies that compete with Selective. Some
of these investigations, mainly related to insureds that are much larger than Selectives target
customers, have resulted in consent orders under which brokers and several of Selectives
competitors have left uncontested the attorneys generals allegations that some of their
compensation arrangements may have caused certain brokers to clandestinely steer clients to
specific insurers without sufficient disclosure to the client. The consent orders also have, to
one degree or another, banned the use of such compensation arrangements by the offending brokers
and insurers in several, but not all, lines of business.
Given the regulatory scrutiny of compensation arrangements with brokers to date, it is possible
that compensation arrangements between insurers and independent agents will come under further
review and will be the subject of public policy debate and possible legislative reform. Selective
monitors these developments but cannot determine the nature or effect, if any, that such a public
policy debate or possible legislative reform will have on its agent compensation practices or
business.
Reinsurance Regulation
Florida, a state in which Selective does not write homeowners insurance, recently passed
legislation (i) changing the funding and operation of the Florida state-sponsored insurer of last
resort, Citizens Property Insurance Corporation, and the Florida Hurricane Catastrophe Fund
(FHCF), which is the Florida state-sponsored reinsurance facility, and (ii) prohibiting
residential property insurers from including in rate calculations the additional costs of private
reinsurance or loss exposure that duplicates FHCF coverage. In the short-term, such legislative
action may increase overall private property reinsurance availability and reduce its costs outside
of Florida. Should other states in which Selective writes business enact similar legislation, it
is possible that Selective may not be able to include the costs of reinsurance that it deems
appropriate in its rates. In such an event, Selective may be forced, if permitted under applicable
law, to exit certain markets. If not permitted to exit such markets, Selective may face unfair
competitive situations, where state-sponsored insurers implement rate freezes or decreases.
Selectives ability to reduce its exposure to risks depends on the availability and cost of
reinsurance.
Selective transfers its risk exposure to other insurance and reinsurance companies through
reinsurance arrangements. Through these arrangements, another insurer assumes a specified portion
of the Companys losses and loss adjustment expenses in exchange for a specified portion of the
insurance policy premiums. The availability, amount, and cost of reinsurance depend on market
conditions, which may vary significantly. Any decrease in the amount of Selectives reinsurance
will increase its risk of loss.
Selective also faces credit risk with respect to reinsurance. In addition, reinsurers which the
Company has contracted with may default in their financial obligations as a result of insolvency,
lack of liquidity, operational failure or other reasons. The inability of any of the Companys
reinsurers to meet their financial obligations could materially and adversely affect Selectives
operations, as the Company remains primarily liable to its customers under the policies that it has
reinsured.
Class action litigation could affect Selectives business practices and financial results.
Selectives industries have been the target of class action litigation in areas including the
following:
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After-market crash parts; |
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Urban homeowner underwriting practices; |
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Credit scoring and predictive modeling pricing; |
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Investment disclosure; |
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Health maintenance organization practices; |
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Discounting and payment of personal injury protection claims; and |
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Shareholder class action suits. |
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A change in Selectives market share in New Jersey could adversely impact the results of its
private passenger automobile business.
New Jersey insurance regulations require New Jersey auto insurers to involuntarily write private
passenger automobile insurance for individuals who are unable to obtain insurance in the voluntary
market. These policies are priced according to a separate rating scheme that is established by the
assigned risk plan and subject to approval by NJDOBI. The amount of involuntary insurance an
insurer must write in New Jersey depends on the insurers statewide market share the greater the
market share, the more involuntary coverage the insurer is required to write. The underwriting of
involuntary personal automobile insurance in New Jersey has been historically unprofitable. In
addition to the assigned risk plan in New Jersey, there are ongoing attempts to address rate
disparities between different geographic regions in the state, as well as judicial attempts to
address limitations of lawsuits.
Selective depends on key personnel.
To a large extent, the success of Selectives businesses is dependent on its ability to attract and
retain key employees, in particular its senior officers, key management, sales, information
systems, underwriting, claims, HR Outsourcing, and corporate personnel. Competition to attract and
retain key personnel is intense. While Selective has employment agreements with a number of key
managers, the Company generally does not have employment contracts with its employees and cannot
ensure that it will be able to attract and retain key personnel. In addition, Selectives
workforce is older, with an average age of 47. Approximately 25% of Selectives workforce is
retirement eligible under Selectives retirement and benefit plans.
Selective faces risks from technology-related failures.
Selectives businesses are increasingly dependent on computer and Internet-enabled technology. The
Companys inability to anticipate or manage problems with technology associated with scalability,
security, functionality, or reliability could adversely affect its ability to write business and
service accounts, and could adversely impact its results of operations and financial condition.
Selective faces risks as a servicing carrier in the Write-Your-Own (WYO) Program of the United
States governments National Flood Insurance Program (NFIP).
Flood insurance is offered through the NFIP, which is managed by the Mitigation Division of FEMA
under the U.S. Department of Homeland Security. In 2005, the destruction caused by the active
hurricane season stressed the NFIP with flood losses currently estimated by FEMA to be in excess of
$20 billion. Selective continues to monitor developments with the NFIP regarding its ability to
pay claims in the event of another large-scale disaster. Congress controls the federal agencys
funding authority and future limitations in this funding could occur.
Effective October 1, 2006, the fee paid to Selective by the NFIP decreased 0.6 points to 30.2% of
premiums written. This fee structure is still in place as of December 31, 2007. However, during
2008, the NFIP is expected to further decrease the fee 0.5 points to 29.7%. Further reductions in
this rate could occur through legislative activity.
The current program is also being reevaluated to include a cap on claim fees paid by the NFIP.
While the final outcome of this legislation is unknown, this cap could impact the ultimate claim
fee the Company could receive in the event that there is a large catastrophe in an area in which
Selective is geographically concentrated.
Selective faces risks in the HR Outsourcing business.
Selective HRs operations are affected by numerous federal and state laws and regulations relating
to employment matters, benefits plans, and taxes. In performing services for its clients,
Selective HR assumes some obligations of an employer under these laws and regulations. Regulation
in the HR Outsourcing business is constantly evolving, which could result in the modification of
laws and regulations from time to time. Selective cannot predict what additional government
initiatives, if any, affecting Selective HRs business may be promulgated in the future.
Consequently, the Company also cannot predict whether Selective HR will be able to adapt to new or
modified regulatory requirements or obtain necessary licenses and government approvals.
Selective is subject to the compliance requirements of the federal securities laws.
Selective is subject to extensive regulation under the federal securities laws as a registrant
under the Securities Exchange Act of 1934, as amended. In the event Selective was unable to comply
with the federal securities laws, the Company would likely be unable to access the public capital
markets, which would make it more difficult to raise necessary capital and/or increase the cost of
capital. If Selective cannot obtain adequate capital on favorable terms or at all, the business,
operating results and financial condition would be adversely affected.
30
Selective employs anti-takeover measures that may discourage potential acquirers and could
adversely affect the value of its Common Stock.
Selective owns all of the shares of stock of its Insurance Subsidiaries domiciled in the states of
New Jersey, New York, North Carolina, South Carolina, and Maine. State insurance laws require
prior approval by state insurance departments of any acquisition or control of a domestic insurance
company or of any company that controls a domestic insurance company. Any purchase of 10% or more
of Selectives outstanding Common Stock would require prior action by all or some of the insurance
commissioners of these states.
Other factors also may discourage, delay, or prevent a change of control of Selective, including,
among others, provisions in the Companys certificate of incorporation (as amended), relating to:
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Supermajority voting and fair price to Selectives business combinations; |
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Staggered terms for Selectives directors; |
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Supermajority voting requirements to amend the foregoing provisions; |
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Selectives stockholders rights plan; and |
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The ability of Selectives board of directors to issue blank check preferred stock. |
The New Jersey Shareholders Protection Act provides that Selective, as a New Jersey corporation,
may not engage in business combinations specified in the statute with a shareholder having indirect
or direct beneficial ownership of 10% or more of the voting power of Selectives outstanding stock
(an interested shareholder) for a period of five years following the date on which the shareholder
became an interested shareholder, unless the business combination is approved by the board of
directors of the corporation before the date the shareholder became an interested shareholder. In
addition, Selective may not engage at any time in any business combination with any interested
shareholder other than: (i) a business combination approved by Selectives board of directors
prior to the shareholder becoming an interested shareholder; (ii) a business combination approved
by two-thirds of Selectives shareholders (other than the interested shareholder); or (iii) a
business combination that satisfies certain price criteria. These provisions also could have the
effect of depriving Selective stockholders of an opportunity to receive a premium over the
prevailing market price if a hostile takeover were attempted and may adversely affect the value of
Selectives Common Stock.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties.
Selectives main office is located in Branchville, New Jersey, on a site owned by a subsidiary with
approximately 114 acres and 315,000 square feet of operational space. Selective leases all of its
other facilities. The principal office locations related to Selectives three business segments
are described in the Field Strategy, Investments Segment, and Human Resource Administration
Outsourcing sections of Item 1. Business. Selective believes its facilities provide adequate
space for its present needs and that additional space, if needed, would be available on reasonable
terms.
Item 3. Legal Proceedings.
In the ordinary course of conducting business, Selective and its subsidiaries are named as
defendants in various legal proceedings. Most of these proceedings are claims litigation involving
the Insurance Subsidiaries as either: (a) liability insurers defending or providing indemnity for
third-party claims brought against insureds or (b) insurers defending first-party coverage claims
brought against them. Selective accounts for such activity through the establishment of unpaid
loss and loss adjustment expense reserves. Selectives management expects that the ultimate
liability, if any, with respect to such ordinary-course claims litigation, after consideration of
provisions made for potential losses and costs of defense, will not be material to Selectives
consolidated financial condition, results of operations, or cash flows.
From time-to-time, the Insurance Subsidiaries are also involved in other legal actions, some of
which assert claims for substantial amounts. These actions include, among others, putative state
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. The Insurance Subsidiaries are also
from time-to-time involved in individual actions in which extra-contractual damages, punitive
damages, or penalties are sought, such as claims alleging bad faith in the handling of insurance
claims. Selective believes that it has valid defenses to these cases. Selectives management
expects that the ultimate liability, if any, with respect to such lawsuits, after consideration of
provisions made for estimated losses, will not be material to Selectives consolidated financial
condition. Nonetheless, given the large or indeterminate amounts sought in certain of these
actions, and the inherent unpredictability of litigation, an adverse outcome in certain matters
could, from time-to-time, have a material adverse effect on Selectives consolidated results of
operations or cash flows in particular quarterly or annual periods.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of 2007.
32
PART II
Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
(a) Market Information
Selectives Common Stock is traded on the NASDAQ Global Select Market under the symbol SIGI. The
following table sets forth the high and low sales prices, as reported on the NASDAQ Global Select
Market, for Selectives Common Stock for each full quarterly period within the two most recent
fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
First Quarter |
|
$ |
29.07 |
|
|
|
23.25 |
|
|
|
29.18 |
|
|
|
26.10 |
|
Second Quarter |
|
|
27.87 |
|
|
|
25.27 |
|
|
|
28.23 |
|
|
|
25.38 |
|
Third Quarter |
|
|
27.33 |
|
|
|
19.04 |
|
|
|
28.02 |
|
|
|
24.89 |
|
Fourth Quarter |
|
|
25.41 |
|
|
|
20.84 |
|
|
|
29.10 |
|
|
|
25.95 |
|
On February 22, 2008, the closing price of Selective as reported on the NASDAQ Global Select Market
was $24.40.
(b) Holders
As of February 15, 2008, there were approximately 2,651 holders of record of Selectives Common
Stock, including beneficial holders whose securities were held in the name of the registered
clearing agency or its nominee.
(c) Dividends
Dividends on shares of Selectives Common Stock are declared and paid at the discretion of the
Board of Directors based on Selectives operating results, financial condition, capital
requirements, contractual restrictions, and other relevant factors. The following table provides
information on the dividends declared for each quarterly period within Selectives two most recent
fiscal years:
|
|
|
|
|
|
|
|
|
Dividend per share |
|
2007 |
|
|
2006 |
|
First Quarter |
|
$ |
0.12 |
|
|
$ |
0.11 |
|
Second Quarter |
|
|
0.12 |
|
|
|
0.11 |
|
Third Quarter |
|
|
0.12 |
|
|
|
0.11 |
|
Fourth Quarter |
|
|
0.13 |
|
|
|
0.11 |
|
Selectives ability to declare dividends is restricted by covenants contained in senior notes that
it issued on May 4, 2000 (2000 Senior Notes). See Note 9 to the consolidated financial
statements entitled, Indebtedness. All such covenants were met during 2007 and 2006. At
December 31, 2007, the amount available for dividends to holders of Selectives common shares under
such restrictions was $336.0 million for the 2000 Senior Notes.
Selectives ability to receive dividends, loans, or advances from its Insurance Subsidiaries is
subject to the approval and/or review of the insurance regulators in the respective domiciliary
states of the Insurance Subsidiaries. Such approval and review is made under the respective
domiciliary states insurance holding company acts, which generally require that any transaction
between related companies be fair and equitable to the insurance company and its policyholders.
Selective does not believe that such restrictions materially limit the ability of the Insurance
Subsidiaries to pay dividends to Selective now or in the foreseeable future. Selective currently
expects to continue to pay quarterly cash dividends on shares of its Common Stock in the future.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about Selectives Common Stock authorized for issuance
under equity compensation plans as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
securities remaining |
|
|
|
Number of |
|
|
|
|
|
|
available for |
|
|
|
securities to |
|
|
|
|
|
|
future issuance under |
|
|
|
be issued upon |
|
|
Weighted-average |
|
|
equity compensation |
|
|
|
exercise of |
|
|
exercise price of |
|
|
plans (excluding |
|
|
|
outstanding options, |
|
|
outstanding options, |
|
|
securities reflected |
|
Plan Category |
|
warrants and rights |
|
|
warrants and rights |
|
|
in column (a)) |
|
Equity compensation plans approved by security holders |
|
|
1,241,153 |
|
|
$ |
16.69 |
|
|
|
5,448,923 |
(1) |
|
|
|
(1) |
|
Includes 251,434 shares available for issuance under Selectives Employee Stock Purchase Savings Plan, 2,418,754 shares available for issuance
under Selectives 2005 Omnibus Stock Plan, which can be issued, among other things, as stock options or restricted stock awards, and
2,778,735 shares available for issuance under Selectives Stock Purchase Plan for Independent Insurance Agencies. |
33
(e) Performance Graph
The following chart, produced by Research Data Group, Inc., depicts Selectives performance for the
period beginning December 31, 2002 and ending December 31, 2007, as measured by total stockholder
return on the Companys Common Stock compared with the total return of the NASDAQ Composite Index
and a select group of peer companies.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Selective Insurance Group Inc., The NASDAQ Composite Index
And A Peer Group
|
|
|
* |
|
$100 invested on 12/31/02 in stock or index-including
reinvestment of dividents. Fiscal year ending December 31. |
Notwithstanding anything to the contrary set forth in any of Selectives previous filings under the
Securities Act of 1933 or the Exchange Act that might incorporate future filings made by Selective
under those statutes, the preceding performance graph will not be incorporated by reference into
any of those prior filings, nor will such graph be incorporated by reference into any future
filings made by Selective under those statutes.
(f) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information regarding Selectives purchase of its own Common Stock in
the fourth quarter of 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
of Shares that May Yet Be |
|
|
|
|
|
|
|
Average Price |
|
|
as Part of Publicly |
|
|
Purchased Under the |
|
|
|
Total Number of |
|
|
Paid |
|
|
Announced Plans |
|
|
Announced Plans |
|
Period |
|
Shares Purchased1 |
|
|
per Share |
|
|
or Programs2 |
|
|
or Programs2 |
|
October 1-31, 2007 |
|
|
163,505 |
|
|
$ |
24.27 |
|
|
|
|
|
|
|
3,519,300 |
|
November 1-30, 2007 |
|
|
4,017 |
|
|
|
22.75 |
|
|
|
|
|
|
|
3,519,300 |
|
December 1-31, 2007 |
|
|
10,619 |
|
|
|
24.07 |
|
|
|
|
|
|
|
3,519,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
178,141 |
|
|
$ |
24.22 |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
During the fourth quarter of 2007, 174,047 shares were
purchased from employees in connection with the vesting
of restricted stock and 4,094 shares were purchased from
employees in connection with stock option exercises.
These repurchases were made in connection with satisfying
tax withholding obligations with respect to those
employees. These shares were not purchased as part of
the publicly announced program. The shares were
purchased at the current market prices of Selectives
Common Stock on the dates of the purchases. |
|
2 |
|
On July 24, 2007, the Board of Directors authorized a new
share repurchase program for up to 4 million shares,
which expires on July 26, 2009. During the fourth quarter
of 2007, no shares were repurchased, leaving 3,519,300
shares remaining to be purchased under the authorized
program. |
34
Item 6. Selected Financial Data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eleven-Year Financial Highlights1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(All presentations are in accordance with |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP unless noted otherwise, number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average shares and dollars in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
thousands, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Net premiums written |
|
$ |
1,554,867 |
|
|
|
1,535,961 |
|
|
|
1,459,474 |
|
|
|
1,365,148 |
|
|
|
1,219,159 |
|
Net premiums earned |
|
|
1,517,306 |
|
|
|
1,499,664 |
|
|
|
1,418,013 |
|
|
|
1,318,390 |
|
|
|
1,133,070 |
|
Net investment income earned |
|
|
174,144 |
|
|
|
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
|
|
114,748 |
|
Net realized gains (losses) |
|
|
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
12,842 |
|
Diversified Insurance Services revenue
from continuing operations2,3 |
|
|
115,566 |
|
|
|
110,526 |
|
|
|
98,711 |
|
|
|
86,484 |
|
|
|
70,780 |
|
Total revenues |
|
|
1,846,228 |
|
|
|
1,807,867 |
|
|
|
1,671,012 |
|
|
|
1,553,624 |
|
|
|
1,335,056 |
|
Underwriting profit (loss) |
|
|
15,957 |
|
|
|
57,978 |
|
|
|
69,728 |
|
|
|
40,768 |
|
|
|
(25,252 |
) |
Diversified Insurance Services income
(loss) from continuing operations2,3 |
|
|
18,623 |
|
|
|
17,808 |
|
|
|
14,793 |
|
|
|
11,921 |
|
|
|
6,194 |
|
Net income from continuing operations3 |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
147,452 |
|
|
|
127,177 |
|
|
|
64,375 |
|
Total discontinued operations, net of tax3 |
|
|
|
|
|
|
|
|
|
|
546 |
|
|
|
1,462 |
|
|
|
1,969 |
|
Cumulative effect of change in account
principle, net of tax |
|
|
|
|
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
Net income |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
66,344 |
|
Comprehensive income |
|
|
131,940 |
|
|
|
159,802 |
|
|
|
112,078 |
|
|
|
134,723 |
|
|
|
99,362 |
|
Total assets |
|
|
5,001,992 |
|
|
|
4,767,705 |
|
|
|
4,375,625 |
|
|
|
3,912,411 |
|
|
|
3,423,925 |
|
Notes payable and debentures6 |
|
|
295,067 |
|
|
|
362,602 |
|
|
|
339,409 |
|
|
|
264,350 |
|
|
|
238,621 |
|
Stockholders equity |
|
|
1,076,043 |
|
|
|
1,077,227 |
|
|
|
981,124 |
|
|
|
882,018 |
|
|
|
749,784 |
|
Statutory premiums to surplus ratio4 |
|
|
1.5 |
|
|
|
1.5 |
|
|
|
1.6 |
|
|
|
1.7 |
|
|
|
1.8 |
|
Statutory combined ratio2,5 |
|
|
97.5 |
|
|
|
95.4 |
|
|
|
94.6 |
|
|
|
95.9 |
|
|
|
101.5 |
|
Combined ratio2,5 |
|
|
98.9 |
|
|
|
96.1 |
|
|
|
95.1 |
|
|
|
96.9 |
|
|
|
102.2 |
|
Yield on investment, before-tax |
|
|
4.8 |
|
|
|
4.6 |
|
|
|
4.6 |
|
|
|
4.7 |
|
|
|
5.1 |
|
Debt to capitalization |
|
|
21.5 |
|
|
|
25.2 |
|
|
|
25.7 |
|
|
|
23.1 |
|
|
|
24.1 |
|
Return on average equity |
|
|
13.6 |
|
|
|
15.9 |
|
|
|
15.9 |
|
|
|
15.8 |
|
|
|
9.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations3: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.80 |
|
|
|
2.98 |
|
|
|
2.72 |
|
|
|
2.38 |
|
|
|
1.23 |
|
Diluted |
|
|
2.59 |
|
|
|
2.65 |
|
|
|
2.33 |
|
|
|
2.01 |
|
|
|
1.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.80 |
|
|
|
2.98 |
|
|
|
2.74 |
|
|
|
2.41 |
|
|
|
1.27 |
|
Diluted |
|
|
2.59 |
|
|
|
2.65 |
|
|
|
2.35 |
|
|
|
2.04 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
$ |
0.49 |
|
|
|
0.44 |
|
|
|
0.40 |
|
|
|
0.35 |
|
|
|
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
19.81 |
|
|
|
18.81 |
|
|
|
17.34 |
|
|
|
15.79 |
|
|
|
13.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price range of Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
$ |
29.07 |
|
|
|
29.18 |
|
|
|
29.64 |
|
|
|
22.98 |
|
|
|
16.50 |
|
Low |
|
|
19.04 |
|
|
|
24.89 |
|
|
|
20.88 |
|
|
|
15.86 |
|
|
|
10.91 |
|
Close |
|
|
22.99 |
|
|
|
28.65 |
|
|
|
26.55 |
|
|
|
22.12 |
|
|
|
16.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
52,382 |
|
|
|
54,986 |
|
|
|
54,342 |
|
|
|
53,462 |
|
|
|
52,262 |
|
Diluted |
|
|
57,165 |
|
|
|
62,542 |
|
|
|
64,708 |
|
|
|
64,756 |
|
|
|
63,206 |
|
|
|
|
1. |
|
See the Glossary of Terms attached to this Form 10-K as Exhibit 99.1. |
|
2. |
|
Flood business is included in statutory underwriting results in accordance with prescribed statutory accounting practices. On a GAAP basis only,
flood servicing revenue and expense has been reclassified from underwriting results to Diversified Insurance Services. |
|
3. |
|
See Item 8. Financial Statements and Supplementary Data, Note 15 to the consolidated financial statements and Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations, the section entitled Diversified Insurance Services Segment for a
discussion of discontinued operations and Item 8. Financial Statements and Supplementary Data, Note 12 to the consolidated financial statements
for the components of income. |
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
1999 |
|
|
1998 |
|
|
1997 |
|
|
|
|
1,053,487 |
|
|
|
925,420 |
|
|
|
843,604 |
|
|
|
811,677 |
|
|
|
748,873 |
|
|
|
717,618 |
|
|
|
|
988,268 |
|
|
|
883,048 |
|
|
|
821,265 |
|
|
|
799,065 |
|
|
|
722,992 |
|
|
|
676,268 |
|
|
|
|
103,067 |
|
|
|
96,767 |
|
|
|
99,495 |
|
|
|
96,531 |
|
|
|
99,196 |
|
|
|
100,530 |
|
|
|
|
3,294 |
|
|
|
6,816 |
|
|
|
4,191 |
|
|
|
29,377 |
|
|
|
(2,139 |
) |
|
|
6,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,399 |
|
|
|
51,783 |
|
|
|
43,463 |
|
|
|
22,554 |
|
|
|
8,562 |
|
|
|
7,060 |
|
|
|
|
1,157,553 |
|
|
|
1,041,177 |
|
|
|
972,153 |
|
|
|
950,669 |
|
|
|
831,791 |
|
|
|
793,007 |
|
|
|
|
(38,743 |
) |
|
|
(60,638 |
) |
|
|
(65,122 |
) |
|
|
(54,147 |
) |
|
|
(24,986 |
) |
|
|
(3,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,103 |
|
|
|
(3,819 |
) |
|
|
2,112 |
|
|
|
4,257 |
|
|
|
1,765 |
|
|
|
646 |
|
|
|
|
40,310 |
|
|
|
24,112 |
|
|
|
24,487 |
|
|
|
53,483 |
|
|
|
53,277 |
|
|
|
69,531 |
|
|
|
|
1,659 |
|
|
|
1,581 |
|
|
|
2,048 |
|
|
|
234 |
|
|
|
293 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,969 |
|
|
|
25,693 |
|
|
|
26,535 |
|
|
|
53,717 |
|
|
|
53,570 |
|
|
|
69,608 |
|
|
|
|
59,366 |
|
|
|
24,405 |
|
|
|
49,166 |
|
|
|
16,088 |
|
|
|
78,842 |
|
|
|
105,931 |
|
|
|
|
3,016,335 |
|
|
|
2,673,721 |
|
|
|
2,590,903 |
|
|
|
2,507,545 |
|
|
|
2,432,168 |
|
|
|
2,306,191 |
|
|
|
|
262,768 |
|
|
|
156,433 |
|
|
|
163,634 |
|
|
|
81,585 |
|
|
|
88,791 |
|
|
|
96,559 |
|
|
|
|
652,102 |
|
|
|
591,160 |
|
|
|
577,797 |
|
|
|
569,964 |
|
|
|
607,583 |
|
|
|
565,316 |
|
|
|
|
1.9 |
|
|
|
1.8 |
|
|
|
1.7 |
|
|
|
1.6 |
|
|
|
1.5 |
|
|
|
1.5 |
|
|
|
|
103.2 |
|
|
|
106.7 |
|
|
|
108.2 |
|
|
|
105.7 |
|
|
|
103.2 |
|
|
|
100.1 |
|
|
|
|
103.9 |
|
|
|
106.9 |
|
|
|
107.9 |
|
|
|
106.8 |
|
|
|
103.6 |
|
|
|
100.3 |
|
|
|
|
5.4 |
|
|
|
5.4 |
|
|
|
5.8 |
|
|
|
5.6 |
|
|
|
5.7 |
|
|
|
6.0 |
|
|
|
|
28.7 |
|
|
|
21.0 |
|
|
|
22.1 |
|
|
|
12.5 |
|
|
|
13.2 |
|
|
|
14.6 |
|
|
|
|
6.8 |
|
|
|
4.4 |
|
|
|
4.6 |
|
|
|
9.1 |
|
|
|
9.1 |
|
|
|
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.80 |
|
|
|
0.50 |
|
|
|
0.50 |
|
|
|
0.99 |
|
|
|
0.94 |
|
|
|
1.21 |
|
|
|
|
0.74 |
|
|
|
0.46 |
|
|
|
0.47 |
|
|
|
0.93 |
|
|
|
0.87 |
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.83 |
|
|
|
0.53 |
|
|
|
0.54 |
|
|
|
0.99 |
|
|
|
0.94 |
|
|
|
1.21 |
|
|
|
|
0.77 |
|
|
|
0.49 |
|
|
|
0.51 |
|
|
|
0.94 |
|
|
|
0.87 |
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.30 |
|
|
|
0.30 |
|
|
|
0.30 |
|
|
|
0.30 |
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.26 |
|
|
|
11.58 |
|
|
|
11.46 |
|
|
|
10.73 |
|
|
|
10.65 |
|
|
|
9.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.74 |
|
|
|
14.11 |
|
|
|
12.94 |
|
|
|
11.25 |
|
|
|
14.63 |
|
|
|
14.19 |
|
|
|
|
9.68 |
|
|
|
9.97 |
|
|
|
7.32 |
|
|
|
8.25 |
|
|
|
8.35 |
|
|
|
9.16 |
|
|
|
|
12.59 |
|
|
|
10.87 |
|
|
|
12.13 |
|
|
|
8.60 |
|
|
|
10.07 |
|
|
|
13.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,602 |
|
|
|
49,166 |
|
|
|
49,814 |
|
|
|
54,162 |
|
|
|
56,960 |
|
|
|
57,818 |
|
|
|
|
55,990 |
|
|
|
52,848 |
|
|
|
53,144 |
|
|
|
57,754 |
|
|
|
60,824 |
|
|
|
61,850 |
|
|
|
|
4. |
|
Regulatory and rating agencies use the statutory premiums to surplus ratio as a measure of solvency, viewing an increase in the ratio as a
possible
increase in solvency risk. Management and analysts also view this ratio as a measure of the effective use of capital because, as the ratio
increases,
revenue per dollar of capital increases, indicating the possibility of increased returns or increased losses due to the effects of leverage. |
|
5. |
|
Changes in both the GAAP and statutory combined ratios are viewed by management and analysts as indicative of changes in the profitability of
underwriting operations. A ratio over 100% is indicative of an underwriting loss, and a ratio below 100% is indicative of an underwriting profit. |
|
6. |
|
See Item 8. Financial Statements and Supplementary Data, Note 9 to the consolidated financial statements for a discussion of notes payable and
debentures. |
36
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Certain statements in this report, including information incorporated by reference, are
forward-looking statements as that term is defined in the Private Securities Litigation Reform
Act of 1995 (PSLRA). The PSLRA provides a safe harbor under the Securities Act of 1933 and the
Securities Exchange Act of 1934 for forward-looking statements. These statements relate to
Selectives intentions, beliefs, projections, estimations or forecasts of future events or future
financial performance and involve known and unknown risks, uncertainties and other factors that may
cause Selectives or the industrys actual results, levels of activity, or performance to be
materially different from those expressed or implied by the forward-looking statements. In some
cases, forward-looking statements may be identified by use of words such as may, will, could,
would, should, expect, plan, anticipate, target, project, intend, believe,
estimate, predict, potential, pro forma, seek, likely or continue or other comparable
terminology. These statements are only predictions, and Selective can give no assurance that such
expectations will prove to be correct. Selective undertakes no obligation, other than as may be
required under the federal securities laws, to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Factors that could cause Selectives actual results to differ materially from those Selective has
projected, forecasted or estimated in forward-looking statements are discussed in further detail in
Item 1A. Risk Factors. These risk factors may not be exhaustive. Selective operates in a
continually changing business environment, and new risk factors emerge from time-to-time.
Selective can neither predict such new risk factors nor can Selective assess the impact, if any, of
such new risk factors on Selectives 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.
Introduction
Selective Insurance Group, Inc., (Selective, the Company, we, or our) offers property and
casualty insurance products and diversified insurance services through its various subsidiaries.
Selective classifies its businesses into three operating segments: (i) Insurance Operations; (ii)
Investments; and (iii) Diversified Insurance Services.
The purpose of the Managements Discussion and Analysis (MD&A) is to provide an understanding of
the consolidated results of operations and financial condition and known trends and uncertainties
that may have a material impact in future periods. For convenience and reading ease, we have
written the remainder of the MD&A in the first person plural.
In the MD&A, we will discuss and analyze the following:
|
|
Critical Accounting Policies and Estimates; |
|
|
|
Financial Highlights of Results for years ended December 31, 2007, 2006, and 2005; |
|
|
|
Results of Operations and Related Information by Segment; |
|
|
|
Financial Condition, Liquidity, and Capital Resources; |
|
|
|
Off-Balance Sheet Arrangements; |
|
|
|
Contractual Obligations and Contingent Liabilities and Commitments; |
|
|
|
Federal Income Taxes; and |
|
|
|
Adoption of Accounting Pronouncements. |
Critical Accounting Policies and Estimates
We have identified the policies and estimates described below as critical to our business
operations and the understanding of the results of our operations. Our preparation of the
Consolidated Financial Statements requires us to make estimates and assumptions that affect the
reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the
date of our Consolidated Financial Statements, and the reported amounts of revenue and expenses
during the reporting period. There can be no assurance that actual results will not differ from
those estimates. Those estimates that were most critical to the preparation of the financial
statements involved the following: (i) reserve for losses and loss expenses; (ii) deferred policy
acquisition costs; (iii) pension and postretirement benefit plan actuarial assumptions; and (iv)
other-than-temporary investment impairments.
37
Reserves for Losses and Loss Expenses
Significant periods of time can elapse between the occurrence of an insured loss, the reporting of
the loss to the insurer, and the insurers payment of that loss. To recognize liabilities for
unpaid losses and loss expenses, insurers establish reserves as balance sheet liabilities
representing estimates of amounts needed to pay reported and unreported net losses and loss
expenses. As of December 31, 2007, we had accrued $2.5 billion of gross loss and loss expense
reserves compared to $2.3 billion at December 31, 2006.
How reserves are established
When a claim is reported to an insurance subsidiary, claims personnel establish a case reserve
for the estimated amount of the ultimate payment. The amount of the reserve is primarily based
upon a case-by-case evaluation of the type of claim involved, the circumstances surrounding each
claim, and the policy provisions relating to the type of losses. The estimate reflects the
informed judgment of such personnel based on their knowledge, experience, and general insurance
reserving practices. Until the claim is resolved, these estimates are revised as deemed
appropriate by the responsible claims personnel based on subsequent developments and periodic
reviews of the case.
In addition to case reserves, we maintain estimates of reserves for losses and loss expenses
incurred but not yet reported (IBNR). Using generally accepted actuarial reserving techniques,
we project our estimate of ultimate losses and loss expenses at each reporting date. The
difference between: (i) projected ultimate loss and loss expense reserves and (ii) case loss
reserves and loss expense reserves thereon are carried as the IBNR reserve. The actuarial
techniques used are part of a comprehensive reserving process that includes two primary components.
The first component is a detailed quarterly reserve analysis performed by our internal actuarial
staff, which is managed independently from the operating units. In completing this analysis, the
actuaries are required to make numerous assumptions, including, for example, the selection of loss
development factors and the weight to be applied to each individual actuarial indication. These
indications include paid and incurred versions for the following actuarial methodologies: loss
development, Bornhuetter-Ferguson, Berquist-Sherman, and frequency/severity. Additionally, the
actuaries must gather substantially similar data in sufficient volume to ensure the statistical
credibility of the data. The second component of the analysis is the projection of the expected
ultimate loss ratio for each line of business for the current accident year. This projection is
part of our planning process wherein we review and update expected loss ratios each quarter. This
review includes actual versus expected pricing changes, loss trend assumptions, and updated prior
period loss ratios from the most recent quarterly reserve analysis.
In addition to the most recent loss trends, a range of possible IBNR reserves is determined
annually and continually considered, among other factors, in establishing IBNR for each reporting
period. Loss trends include, but are not limited to, large loss activity, environmental claim
activity, large case reserve additions or reductions for prior accident years, and reinsurance
recoverable issues. We also consider factors such as: (i) per claim information; (ii) company and
industry historical loss experience; (iii) legislative enactments, judicial decisions, legal
developments in the imposition of damages, and changes in political attitudes; and (iv) trends in
general economic conditions, including the effects of inflation. Based on the consideration of the
range of possible IBNR reserves, recent loss trends, uncertainty associated with actuarial
assumptions and other factors, IBNR is established and the ultimate net liability for losses and
loss expenses is determined. Such an assessment requires considerable judgment given that it is
frequently not possible to determine whether a change in the data is an anomaly until some time
after the event. Even if a change is determined to be permanent, it is not always possible to
reliably determine the extent of the change until some time later. There is no precise method for
subsequently evaluating the impact of any specific factor on the adequacy of reserves because the
eventual deficiency or redundancy is affected by many factors. The changes in these estimates,
resulting from the continuous review process and the differences between estimates and ultimate
payments, are reflected in the consolidated statements of income for the period in which such
estimates are changed. Any changes in the liability estimate may be material to the results of
operations in future periods.
Major trends by line of business creating additional loss and loss expense reserve uncertainty
The Insurance Subsidiaries are multi-state, multi-line property and casualty insurance companies
and, as such, are subject to reserve uncertainty stemming from a variety of sources. These
uncertainties are considered at each step in the process of establishing loss and loss expense
reserves. However, as market conditions change, certain trends are identified that management
believes create an additional amount of uncertainty. A discussion of recent trends, by line of
business, that have been recognized by management follows:
38
Workers Compensation
With $832 million, or 36% of our total recorded reserves, net of reinsurance at December 31, 2007,
workers compensation is our largest reserved line of business. In addition to the uncertainties
associated with actuarial assumptions and methodologies described above, workers compensation is
the line of business most susceptible to unexpected changes in medical services costs due to the
length of time over which medical services are provided and the unpredictability of medical cost
inflation. From 2005 through 2007, we experienced an unusual amount of volatility associated with
our workers compensation medical costs. In 2005, we had sufficient evidence of greater than
expected increases in our workers compensation medical costs and raised our reserves in this line
of business by $42 million for accident years 2001 and prior. From 2006 to 2007, our workers
compensation medical development returned to a more normal level and as a result our reserves for
prior accident years were reduced by the relatively moderate amount of $4 million in 2006 and $4
million in 2007. Even though medical cost development returned to a more customary level in 2007,
the unusual amount of volatility over the past few years does create additional uncertainty. If
the higher than historical increases in medical costs in 2005 were a just an anomaly, then our
historical patterns are an appropriate basis for our future reserve projections. If higher trends
return and continue on a longer term, our historical patterns will be less meaningful in predicting
future loss costs and could result in significant adverse reserve development.
General Liability
At December 31, 2007, our general liability line of business had recorded reserves, net of
reinsurance of $815 million, which represented 35% of our total net reserves. This line of
business includes umbrella policies which provide additional limits above underlying automobile and
general liability coverages. While favorable development in 2007 for prior years was minimal, two
recent changes in our book of business relating to umbrella coverage could create additional
volatility in our results: (i) we have grown the number of our commercial umbrella policies at a
greater rate than the rest of our commercial lines of business; and (ii) we have raised the net
retention of our reinsurance covering these policies. Both of these changes raise the average
limits of losses that we retain on a net basis. While management has not identified any specific
trends relating to additional reserve uncertainty, our increase in average net retention does
create the potential for additional volatility in our reserves.
Commercial Automobile
At December 31, 2007, our commercial automobile line of business had recorded reserves, net of
reinsurance, of $330 million, which represented 14% of our total net reserves. This line of
business has experienced favorable loss development in recent years driven by a downward trend in
large claims. The number of large claims has a high degree of volatility from year-to-year and,
therefore, requires a longer period before true trends are recognized and can be acted upon. We
have experienced lower than expected severity in accident years 2002 through 2006, which resulted
in favorable development in 2006 and 2007 of $15 million and $19 million, respectively. This
result is driven by trends that are positively affecting the commercial auto insurance market in
general, as well as by Selective specific initiatives such as: (i) the increase in lower hazard
auto business as a percentage of our overall commercial auto book of business; (ii) a
re-underwriting of our newest operating region; and (iii) a more proactive approach to loss
prevention. At this time, the lower trend in large claims has leveled off and management has not
identified any other recent trends that would create significant reserve uncertainty for this line
of business.
Personal Automobile
At December 31, 2007, our personal automobile line of business had recorded reserves, net of
reinsurance, of $171 million, which represented 7% of our total net reserves. The majority of this
business is written in New Jersey, where the judicial and regulatory environment has been subject
to significant changes over the past few decades. The most recent change occurred in June 2005,
when the New Jersey Supreme Court ruled that the serious life impact standard does not apply to the
Automobile Insurance Cost Reduction Act (AICRA) limitation on lawsuit threshold. As a result of
this decision, we increased reserves for this line of business by a net amount of $10 million, the
majority of which was reflected in 2005 results. This recent judicial decision has increased the
uncertainty surrounding our personal automobile reserves, particularly for accident years 2006 and
2007, since much of the historical information used to make assumptions has been rendered less
effective as a basis for projecting future results.
Other Lines of Business
At December 31, 2007, no other individual line of business had recorded reserves of more than $60
million, net of reinsurance. Management has not identified any recent trends that would create
additional significant reserve uncertainty for these other lines of business.
39
The following tables provide case and IBNR reserves for losses, reserves for loss expenses, and
reinsurance recoverable on unpaid losses and loss expenses as of December 31, 2007 and 2006:
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on Unpaid |
|
|
|
|
|
|
Loss Reserves |
|
|
Loss |
|
|
Losses and |
|
|
|
|
|
|
Case |
|
|
IBNR |
|
|
|
|
|
|
Expense |
|
|
Loss |
|
|
|
|
($ in thousands) |
|
Reserves |
|
|
Reserves |
|
|
Total |
|
|
Reserves |
|
|
Expenses |
|
|
Net Reserves |
|
Commercial automobile |
|
$ |
117,299 |
|
|
|
188,294 |
|
|
|
305,593 |
|
|
|
36,236 |
|
|
|
12,255 |
|
|
|
329,574 |
|
Workers compensation |
|
|
382,364 |
|
|
|
424,528 |
|
|
|
806,892 |
|
|
|
102,315 |
|
|
|
76,747 |
|
|
|
832,460 |
|
General liability |
|
|
198,636 |
|
|
|
500,806 |
|
|
|
699,442 |
|
|
|
162,098 |
|
|
|
46,434 |
|
|
|
815,106 |
|
Commercial property |
|
|
44,520 |
|
|
|
2,030 |
|
|
|
46,550 |
|
|
|
3,572 |
|
|
|
5,895 |
|
|
|
44,227 |
|
Business owners policy |
|
|
23,469 |
|
|
|
30,967 |
|
|
|
54,436 |
|
|
|
8,604 |
|
|
|
5,281 |
|
|
|
57,759 |
|
Bonds |
|
|
4,008 |
|
|
|
3,509 |
|
|
|
7,517 |
|
|
|
2,217 |
|
|
|
296 |
|
|
|
9,438 |
|
Other |
|
|
907 |
|
|
|
1,601 |
|
|
|
2,508 |
|
|
|
|
|
|
|
863 |
|
|
|
1,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial lines |
|
|
771,203 |
|
|
|
1,151,735 |
|
|
|
1,922,938 |
|
|
|
315,042 |
|
|
|
147,771 |
|
|
|
2,090,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile |
|
|
127,646 |
|
|
|
70,989 |
|
|
|
198,635 |
|
|
|
38,221 |
|
|
|
65,541 |
|
|
|
171,315 |
|
Homeowners |
|
|
17,889 |
|
|
|
21,227 |
|
|
|
39,116 |
|
|
|
4,511 |
|
|
|
944 |
|
|
|
42,683 |
|
Other |
|
|
7,479 |
|
|
|
14,404 |
|
|
|
21,883 |
|
|
|
2,201 |
|
|
|
13,545 |
|
|
|
10,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal lines |
|
|
153,014 |
|
|
|
106,620 |
|
|
|
259,634 |
|
|
|
44,933 |
|
|
|
80,030 |
|
|
|
224,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
924,217 |
|
|
|
1,258,355 |
|
|
|
2,182,572 |
|
|
|
359,975 |
|
|
|
227,801 |
|
|
|
2,314,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on Unpaid |
|
|
|
|
|
|
Loss Reserves |
|
|
Loss |
|
|
Losses and |
|
|
|
|
|
|
Case |
|
|
IBNR |
|
|
|
|
|
|
Expense |
|
|
Loss |
|
|
|
|
($ in thousands) |
|
Reserves |
|
|
Reserves |
|
|
Total |
|
|
Reserves |
|
|
Expenses |
|
|
Net Reserves |
|
Commercial automobile |
|
$ |
104,490 |
|
|
|
180,937 |
|
|
|
285,427 |
|
|
$ |
33,817 |
|
|
|
5,802 |
|
|
|
313,442 |
|
Workers compensation |
|
|
351,511 |
|
|
|
386,796 |
|
|
|
738,307 |
|
|
|
93,095 |
|
|
|
68,018 |
|
|
|
763,384 |
|
General liability |
|
|
154,807 |
|
|
|
448,474 |
|
|
|
603,281 |
|
|
|
139,714 |
|
|
|
34,882 |
|
|
|
708,113 |
|
Commercial property |
|
|
19,076 |
|
|
|
1,321 |
|
|
|
20,397 |
|
|
|
3,622 |
|
|
|
347 |
|
|
|
23,672 |
|
Business owners policy |
|
|
22,273 |
|
|
|
25,707 |
|
|
|
47,980 |
|
|
|
7,584 |
|
|
|
5,166 |
|
|
|
50,398 |
|
Bonds |
|
|
1,106 |
|
|
|
4,139 |
|
|
|
5,245 |
|
|
|
2,391 |
|
|
|
339 |
|
|
|
7,297 |
|
Other |
|
|
477 |
|
|
|
1,704 |
|
|
|
2,181 |
|
|
|
|
|
|
|
448 |
|
|
|
1,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial lines |
|
|
653,740 |
|
|
|
1,049,078 |
|
|
|
1,702,818 |
|
|
|
280,223 |
|
|
|
115,002 |
|
|
|
1,868,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile |
|
|
127,051 |
|
|
|
81,663 |
|
|
|
208,714 |
|
|
|
42,849 |
|
|
|
68,196 |
|
|
|
183,367 |
|
Homeowners |
|
|
13,895 |
|
|
|
13,953 |
|
|
|
27,848 |
|
|
|
3,969 |
|
|
|
1,080 |
|
|
|
30,737 |
|
Other |
|
|
7,727 |
|
|
|
12,378 |
|
|
|
20,105 |
|
|
|
2,244 |
|
|
|
15,460 |
|
|
|
6,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal lines |
|
|
148,673 |
|
|
|
107,994 |
|
|
|
256,667 |
|
|
|
49,062 |
|
|
|
84,736 |
|
|
|
220,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
802,413 |
|
|
|
1,157,072 |
|
|
|
1,959,485 |
|
|
$ |
329,285 |
|
|
|
199,738 |
|
|
|
2,089,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of reasonable reserves
We established a range of reasonably possible reserves for net claims of approximately $2,180
million to $2,414 million at December 31, 2007 and of $1,977 million to $2,174 million at December
31, 2006. A low and high reasonable reserve selection was derived primarily by considering the
range of indications calculated using generally accepted actuarial techniques. Such techniques
assume that past experience, adjusted for the effects of current developments and anticipated
trends, are an appropriate basis for predicting future events. Although this range reflects likely
scenarios, it is possible that the final outcomes may fall above or below these amounts. Based on
internal stochastic modeling, management feels that a reasonable estimate of the likelihood that
the final outcome falls within the current range is approximately 70%. This range does not include
a provision for potential increases or decreases associated with environmental reserves. Managements best estimate is consistent with the actuarial best
estimate. We do not discount to present value that portion of its loss reserves expected to be
paid in future periods; however, the loss reserves take into account anticipated recoveries for
salvage and subrogation claims.
Sensitivity Analysis: Potential impact on reserve volatility due to changes in key
assumptions
Our process to establish reserves includes a variety of key assumptions, including, but not limited
to, the following:
|
|
|
The selection of loss development factors; |
|
|
|
|
The weight to be applied to each individual actuarial indication; |
|
|
|
|
Projected future loss trend; and |
|
|
|
|
Expected ultimate loss ratios for the current accident year. |
40
The importance of any single assumption depends on several considerations, such as the line of
business and the accident year. If the actual experience emerges differently than the assumptions
used in the process to establish reserves, changes in our reserve estimate are possible and may be
material to the results of operations in future periods. Set forth below is a discussion of the
potential impact of using certain key assumptions that differ from those used in our latest reserve
analysis. It is important to note that the following discussion considers each assumption
individually, without any consideration of correlation between lines of business and accident
years, and therefore, does not constitute an actuarial range. While the following discussion
represents possible volatility from variations in key assumptions as identified by management,
there is no assurance that the future emergence of our loss experience will be consistent with
either our current or alternative set of assumptions. By the very nature of the insurance
business, loss development patterns have a certain amount of normal volatility.
Workers Compensation
In addition to the normal amount of volatility, medical loss development factors for workers
compensation are particularly sensitive to assumptions relating to medical inflation. Actual
medical loss development factors could be significantly different than those which are selected
from historical loss experience if actual medical inflation is materially different than what was
observed in the past. In addition, workers compensation has been the focus of a multi-faceted
underwriting strategy designed to significantly reduce the loss ratio over time. The combination
of the sensitivity of workers compensation results to medical inflation and changes in underwriting
could lead to actual experience emerging differently than the assumptions used in the process to
establish reserves. In our judgment, it is possible that actual medical loss development factors
could range from 6% below to 8% above those selected in our latest reserve analysis and expected
loss ratios could range from 5% below to 3% above those selected in our latest reserve analysis.
The combination of reducing the assumptions for medical loss development by 6% and the expected
loss ratio by 5% could decrease our indicated workers compensation reserves by approximately $55
million for accident years 2006 and prior. Alternatively, the combination of increasing the
medical loss development factors by 8% and the expected loss ratio by 3% could increase our
indicated workers compensation reserves by approximately $70 million.
General Liability
In addition to the normal amount of volatility, general liability loss development factors have
greater uncertainty due to the complexity of the coverages and the possibly significant periods of
time that can elapse between the occurrence of an insured loss, the reporting of the loss to the
insurer, and the insurers payment of that loss. In our judgment, it is possible that general
liability loss development factors could be +/- 6% from those actually selected in our latest
reserve analysis. If the loss development assumptions were changed by +/- 6%, that would
increase/decrease our indicated general liability reserves by approximately $80 million for
accident years 2006 and prior.
Commercial Automobile
In addition to the normal amount of volatility, our commercial automobile line of business has
experienced significant favorable development in recent years. This favorable development has been
driven in large part by a reduction in our bodily injury large loss experience. The actual number
of large claims has a high degree of volatility from year-to-year and, therefore, requires a longer
period of time before we would respond to this type of information. Under these circumstances, the
difference between a traditional loss development method and the expected ultimate loss ratio is
larger than usually expected. For this reason, the weight to be applied to each individual
actuarial indication in this situation is another key assumption. If the impact of changing the
weights to be applied to each actuarial indication is combined with the impact of possible changes
to selected loss development factors of +/- 6%, it is our judgment that the possible impact to
overall reserves could range from approximately $65 million reduction to approximately $40 million
increase for accident years 2006 and prior.
Personal Automobile
In addition to the normal amount of volatility, the uncertainty of personal automobile loss
development factors is greater than usual due to the number of judicial and regulatory changes in
the New Jersey personal automobile market over the years. In our judgment, it is possible that
personal auto bodily injury loss development factors could range from 5% below those actually
selected in our latest reserve analysis to 4% above those selected in our latest reserve analysis.
If the loss development assumptions were reduced by 5%, that would decrease our indicated personal
automobile reserves by approximately $35 million for accident years 2006 and prior. Alternatively,
if the loss development factors were increased by 4%, that would increase our indicated personal
automobile reserves by approximately $30 million.
41
Current Accident Year
For the 2007 accident year, the expected ultimate loss ratio by line of business is a key
assumption. This assumption is based upon a large number of inputs that are assessed periodically,
such as historical loss ratios, projected future loss trend, and planned pricing amounts. In our
judgment, it is possible that the actual ultimate loss ratio for the 2007 accident year could be
+/-7% from the one selected in our latest reserve analysis for each of our four major long tailed
lines of business. The table below summarizes the possible impact on our reserves of varying our
expected loss ratio assumption by +/-7% by line of business for the 2007 accident year.
Reserve Impact of Changing Current Year Expected Ultimate Loss Ratio Assumption
|
|
|
|
|
|
|
|
|
|
|
If Assumption |
|
|
If Assumption |
|
|
|
Was Reduced |
|
|
Was Raised |
|
($ in millions) |
|
by 7% |
|
|
by 7% |
|
Workers Compensation |
|
|
(22 |
) |
|
|
22 |
|
General Liability |
|
|
(29 |
) |
|
|
29 |
|
Commercial Automobile Liability |
|
|
(17 |
) |
|
|
17 |
|
Personal Automobile Liability |
|
|
(7 |
) |
|
|
7 |
|
Prior year reserve development
In light of the many uncertainties associated with establishing the estimates and making the
assumptions necessary to establish reserve levels, we review our reserve estimates on a regular
basis as described above and make adjustments in the period that the need for such adjustment is
determined. These reviews could result in the identification of information and trends that would
require us to increase some reserves and/or decrease other reserves for prior periods and could
also lead to additional increases in loss and loss adjustment expense reserves, which could
materially adversely affect our results of operations, equity, business, insurer financial
strength, and debt ratings. In 2007, we experienced favorable loss development in accident years
2002 through 2006 of $61.7 million partially offset by unfavorable loss development in accident
years 2001 and prior of $42.9 million, netting to total favorable prior year development of $18.8
million. In 2006, we experienced net favorable prior year development of $7.3 million, and in
2005, we experienced net adverse prior year development of $5.1 million. For further discussion on
the prior year development in loss and loss expense reserves, see the discussion on Net Loss and
Loss Expense Reserves in Item 1. Business and Note 8 of Item 8. Financial Statements and
Supplementary Data in this Form 10-K.
Asbestos and Environmental Reserves
Included in our loss and loss expense reserves are amounts for environmental claims, both asbestos
and non-asbestos. Carried net loss and loss expense reserves for environmental claims were $51.4
million as of December 31, 2007 and $46.5 million as of December 31, 2006. Our exposure to
environmental liability is primarily due to policies written prior to the introduction of the
absolute pollution exclusion endorsement in the mid-1980s and underground storage tank leaks,
mostly from New Jersey homeowners policies in recent years. Our asbestos and non-asbestos
environmental claims have arisen primarily from insured exposures in municipal government, small
commercial risks, and homeowners policies. The emergence of these claims is slow and highly
unpredictable. Over the past few years, we also experienced adverse development in its homeowners
line of business as a result of unfavorable trends in claims for groundwater contamination caused
by leakage of certain underground heating oil storage tanks in New Jersey. In addition, certain
landfill sites are included on the National Priorities List (NPL) by the United States
Environmental Protection Agency (USEPA). Once on the NPL the USEPA determines an appropriate
remediation plan for these sites. A landfill can remain on the NPL for many years until final
approval for the removal of the site is granted from the USEPA. The USEPA also has the authority
to re-open previously closed sites and return them to the NPL. We currently have reserves for
several claims related to sites on the NPL.
IBNR reserve estimation for environmental claims is often difficult because, in addition to other
factors, there are significant uncertainties associated with critical assumptions in the estimation
process, such as average clean-up costs, third-party costs, potentially responsible party shares,
allocation of damages, insurer litigation costs, insurer coverage defenses, and potential changes
to state and federal statutes.
However, management is not aware of any emerging trends that could result in future reserve
adjustments. Moreover, normal historically-based actuarial approaches are difficult to apply
because relevant history is not available. While models can be applied, such models can produce
significantly different results with small changes in assumptions. As a result, management does
not calculate a specific environmental loss range, as it believes it would not be meaningful.
42
The table below summarizes the number of asbestos and non-asbestos claims outstanding at December
31, 2007, 2006, and 2005. For additional information about our environmental reserves, see Item 1.
Business, and Item 8. Financial Statements and Supplementary Data, Note 8 to the Consolidated
Financial Statements.
Environmental Claims Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Asbestos Related Claims (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Claims at beginning of year |
|
|
2,273 |
|
|
|
2,089 |
|
|
|
3,025 |
|
Claims received during year |
|
|
114 |
|
|
|
358 |
|
|
|
276 |
|
Claims closed during year (2) |
|
|
(210 |
) |
|
|
(174 |
) |
|
|
(1,212 |
) |
|
|
|
|
|
|
|
|
|
|
Claims at end of year |
|
|
2,177 |
|
|
|
2,273 |
|
|
|
2,089 |
|
|
|
|
|
|
|
|
|
|
|
Average gross loss settlement on closed claims |
|
$ |
81 |
|
|
|
914 |
|
|
|
527 |
|
Gross amount paid to administer closed claims |
|
$ |
51,868 |
|
|
|
66,710 |
|
|
|
230,340 |
|
Net survival ratio (3) |
|
|
16 |
|
|
|
20 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Asbestos Related Claims (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Claims at beginning of year |
|
|
302 |
|
|
|
293 |
|
|
|
285 |
|
Claims received during year |
|
|
108 |
|
|
|
111 |
|
|
|
154 |
|
Claims closed during year (2) |
|
|
(139 |
) |
|
|
(102 |
) |
|
|
(146 |
) |
|
|
|
|
|
|
|
|
|
|
Claims at end of year |
|
|
271 |
|
|
|
302 |
|
|
|
293 |
|
|
|
|
|
|
|
|
|
|
|
Average gross loss settlement on closed claims |
|
$ |
4,149 |
|
|
|
555 |
|
|
|
65,204 |
|
Gross amount paid to administer closed claims |
|
$ |
62,874 |
|
|
|
26,321 |
|
|
|
1,717,746 |
|
Net survival ratio (3) |
|
|
14 |
|
|
|
9 |
|
|
|
7 |
|
|
|
|
(1) |
|
The number of environmental claims includes all multiple claimants who are associated with the same site or incident. |
|
(2) |
|
Includes claims dismissed, settled, or otherwise resolved. |
|
(3) |
|
The net survival ratio was calculated using a three-year average for net losses and expenses paid. |
Deferred Policy Acquisition Costs
Policy acquisition costs, which include commissions, premium taxes, fees, and certain other costs
of underwriting policies, are deferred and amortized over the same period in which the related
premiums are earned. Deferred policy acquisition costs are limited to the estimated amounts
recoverable after providing for losses and loss expenses that are expected to be incurred, based
upon historical and current experience. Anticipated investment income is considered in determining
whether a premium deficiency exists. The methods of making such estimates and establishing the
deferred costs are continually reviewed, and any adjustments are made in the accounting period in
which the adjustment arose. We measure the recoverability of deferred policy acquisition costs at
the operating segment level. We had deferred policy acquisition costs of $226.4 million at
December 31, 2007 compared to $218.1 million at December 31, 2006.
Pension and Postretirement Benefit Plan Actuarial Assumptions
Our pension benefit and postretirement life benefit obligations and related costs are calculated
using actuarial concepts, within the framework of Statement of Financial Accounting Standards No.
87, Employers Accounting for Pensions (SFAS 87); and Statement of Financial Accounting
Standards No. 106, Employers Accounting for Postretirement Benefits Other than Pension (SFAS
106), respectively. Two key assumptions, the discount rate and the expected return on plan
assets, are important elements of expense and/or liability measurement. We evaluate these key
assumptions annually. Other assumptions involve demographic factors such as retirement age,
mortality, turnover, and rate of compensation increases.
The discount rate enables us to state expected future cash flow as a present value on the
measurement date. The guideline for setting this rate is a high-quality long-term corporate bond
rate. A higher discount rate decreases the present value of benefit obligations and decreases
pension expense. We increased our discount rate to 6.50% for 2007, from 5.90% for 2006 to reflect
market interest rate conditions. To determine the expected long-term rate of return on the plan
assets, we consider the current and expected asset allocation, as well as historical and expected
returns on each plan asset class. A lower expected rate of return on pension plan assets would
increase pension expense. Our long-term expected return on plan assets was 8.00% in 2007 and 2006.
Changes in the related pension and postretirement benefit expense may occur in the future due to
changes in these assumptions.
For additional information regarding our pension and postretirement benefit plan obligations, see
Item 8. Financial Statements and Supplementary Data, Note 16(d) to the Consolidated Financial
Statements.
43
Other-Than-Temporary Investment Impairments
An investment in a fixed maturity or equity security, that is available for sale and reported at
fair value, is impaired if its fair value falls below its book value and the decline is considered
to be other than temporary. We regularly review our entire investment portfolio for declines in
value. If we believe that a decline in the value of a particular investment is temporary, we
record the decline as an unrealized loss in accumulated other comprehensive income. If we believe
the decline is other-than-temporary, we write down the carrying value of the investment and
record a realized loss in our Consolidated Statements of Income. Managements assessment of a
decline in value includes current judgment as to the financial position and future prospects of the
entity that issued the investment security. Broad changes in the overall market or interest rate
environment generally will not lead to a write-down provided that management has the ability and
intent to hold such a security to maturity.
Our evaluation for other-than-temporary impairment of a fixed maturity security, includes, but is
not limited to, the evaluation of the following factors:
|
|
Whether the decline appears to be issuer or industry specific; |
|
|
|
The degree to which an issuer is current or in arrears in making principal and interest
payments on the fixed maturity security; |
|
|
|
The issuers current financial condition and ability to make future scheduled principal and
interest payments on a timely basis; |
|
|
|
Buy/hold/sell recommendations published by outside investment advisors and analysts; |
|
|
|
Relevant rating history, analysis and guidance provided by rating agencies and analysts; |
|
|
|
The length of time and the extent to which the fair value has been less than carrying
value; and |
|
|
|
Our ability and intent to hold a security to maturity given interest rate fluctuations. |
Our evaluation for other-than-temporary impairment of an equity security, other investment, or a
short-term investment includes, but is not limited to, the evaluation of the following factors:
|
|
Whether the decline appears to be issuer or industry specific; |
|
|
|
The relationship of market prices per share to book value per share at the date of
acquisition and date of evaluation; |
|
|
|
The price-earnings ratio at the time of acquisition and date of evaluation; |
|
|
|
The financial condition and near-term prospects of the issuer, including any specific
events that may influence the issuers operations; |
|
|
|
The recent income or loss of the issuer; |
|
|
|
The independent auditors report on the issuers recent financial statements; |
|
|
|
The dividend policy of the issuer at the date of acquisition and the date of evaluation; |
|
|
|
Any buy/hold/sell recommendations or price projections published by outside investment
advisors; |
|
|
|
Any rating agency announcements; and |
|
|
|
The length of time and the extent to which the fair value has been less than carrying
value. |
In 2007, we recorded an impairment charge of $4.9 million for two investments that we concluded
were impaired for other than temporary declines in fair value. We had no impairment charges during
2006. We recorded an impairment charge of $1.2 million in 2005 for one investment that we
concluded was impaired for an other-than-temporary decline in value. For further information
regarding the impairment charges, see the section entitled Investments in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations. of this Form 10-K.
Goodwill
Goodwill results from business acquisitions where the cost of assets acquired exceeds the fair
value of those assets. We test goodwill for impairment annually, or more frequently if events or
changes in circumstances indicate that goodwill may be impaired. Goodwill is allocated to the
reporting units for the purposes of the impairment test. We did not record any impairments during
2007, 2006 or 2005.
Reinsurance
Reinsurance recoverable on paid and unpaid losses and loss expenses represent estimates of the
portion of such liabilities that will be recovered from reinsurers. Each reinsurance contract is
analyzed to ensure that the transfer of risk exists to properly record the transactions in the
financial statements. Amounts recoverable from reinsurers are recognized as assets at the same
time and in a manner consistent with the paid and unpaid losses associated with the reinsurance
policies. An allowance for estimated uncollectible reinsurance is recorded based on an evaluation
of balances due from reinsurers and other available information. This allowance totaled $2.8
million at December 31, 2007.
44
Financial Highlights of Results for Years Ended December 31, 2007, 2006, and 2005 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
vs 2006 |
|
|
2005 |
|
|
vs 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,846,228 |
|
|
|
1,807,867 |
|
|
|
2 |
% |
|
|
1,671,012 |
|
|
|
8 |
% |
Net income before cumulative effect
of change in accounting principle |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
(10 |
) |
|
|
147,998 |
|
|
|
11 |
|
Net income |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
(10 |
) |
|
|
148,493 |
|
|
|
10 |
|
Diluted net income before cumulative effect
of change in accounting principle per share |
|
|
2.59 |
|
|
|
2.65 |
|
|
|
(2 |
) |
|
|
2.34 |
|
|
|
13 |
|
Diluted net income per share |
|
|
2.59 |
|
|
|
2.65 |
|
|
|
(2 |
) |
|
|
2.35 |
|
|
|
13 |
|
Diluted weighted-average outstanding shares |
|
|
57,165 |
|
|
|
62,542 |
|
|
|
(9 |
) |
|
|
64,708 |
|
|
|
(3 |
) |
GAAP combined ratio |
|
|
98.9 |
% |
|
|
96.1 |
|
|
2.8 |
pts |
|
|
95.1 |
|
|
1.0 |
pts |
Statutory combined ratio |
|
|
97.5 |
% |
|
|
95.4 |
|
|
|
2.1 |
|
|
|
94.6 |
|
|
|
0.8 |
|
Return on average equity |
|
|
13.6 |
% |
|
|
15.9 |
|
|
|
(2.3 |
) |
|
|
15.9 |
|
|
|
|
|
|
|
|
1 |
|
Refer to the Glossary of Terms attached to this Form 10-K as
Exhibit 99.1 for definitions of terms used in this financial
review, which
exhibit is incorporated by reference. |
Revenues
Revenues increased in 2007 compared to 2006 and 2005 primarily due to growth in net premiums earned
(NPE) and net investment income earned.
NPE growth contributed $17.6 million of the $38.4 million in revenue growth in 2007 compared to
2006 and $81.7 million to the $136.9 million in revenue growth in 2006 compared to 2005. The
following factors contributed to the growth of NPE:
|
|
|
Direct new business written, excluding flood, of $352.3 million in 2007
compared to $310.0 million in 2006 and $300.5 million in 2005. |
|
|
|
|
Commercial lines renewal prices, including exposure, which decreased by
0.3% in 2007 and increased in 2006 and 2005 by 2.2% and 3.5%, respectively. |
The above items were partially offset by (i) a slight reduction in commercial lines retention in
2007 compared to 2006 and 2005; (ii) a $17.9 million reduction in audit and endorsement premium
activity in 2007 compared to 2006 and a $7.6 million reduction in 2006 compared to 2005 as a result
of economic changes, especially in the construction industry; and (iii) decreases in NPE on our New
Jersey personal automobile book of business attributable to the loss of a portion of our book that
was repriced at higher pricing levels through our MATRIX® pricing system and
subsequently did not renew. Our New Jersey personal automobile book of business experienced an 8%
reduction in the number of cars insured at December 31, 2007 compared to December 31, 2006 and a
12% reduction in the number of cars from December 31, 2006 compared to December 31, 2005. Overall
personal lines NPE was down 5% to $203.3 million in 2007 compared to $213.8 million in 2006. These
premiums increased 2% in 2006 from $209.3 million in 2005.
Net investment income earned increased 11% in 2007 compared to 2006 and contributed $17.3 million
to the $38.4 million revenue growth in 2007. In 2006, net investment income earned increased 15%
compared to 2005 and contributed $20.9 million to the $136.9 million revenue growth in 2006. These
increases are primarily attributable to a higher invested asset base, coupled with higher interest
rates and strong returns from our other investment portfolio. The increase in our invested asset
base is the result of operating cash flows of $386.3 million in 2007 and $393.1 million in 2006, as
well as net proceeds of $96.8 million from our $100.0 million junior subordinated notes offering in
the third quarter of 2006. These increases were partially offset by: (i) stock repurchases under
our authorized stock repurchase program of 5.7 million shares during 2007 at a total cost of $143.3
million and 4.1 million shares during 2006 at a total cost of $110.1 million; and (ii) net share
settlements of principal for $37.5 million in 2007 on our Senior convertible notes.
Net Income
Net income decreased in 2007 compared to 2006 due to increases in our GAAP combined ratio,
resulting from lower pricing and higher claim severity, particularly in property losses, partially
offset by profitability improvements in our workers compensation line of business and increases in
net favorable prior year loss and loss expense development within our casualty lines of business.
The reduction in our underwriting profit was partially offset by: (i) net investment income earned
increases in 2007 as noted above; and (ii) decreases in federal income tax expense in 2007 compared
to 2006, primarily attributable to lower underwriting income in our Insurance Operations segment,
as explained above.
45
Net income increased in 2006 compared to 2005 due to growth in NPE, net investment income earned,
and net realized gains as discussed above, partially offset by the reduction in our underwriting
profit, resulting from increased property losses, including catastrophe losses, and increased
underwriting expenses.
Results of Operations and Related Information by Segment
Insurance Operations
Our Insurance Operations segment writes property and casualty insurance business in 21 states in
the Eastern and Midwestern United States through seven insurance subsidiaries (the Insurance
Subsidiaries). These Insurance Subsidiaries write business through approximately 880 independent
insurance agencies. Our Insurance Operations segment consists of two components: (i) commercial
lines (Commercial Lines), which markets primarily to businesses, and represents approximately 87%
of net premiums written (NPW), and (ii) personal lines (Personal Lines), which markets
primarily to individuals and represents approximately 13% of NPW.
Summary of Insurance Operations
All Lines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
1,554,867 |
|
|
|
1,535,961 |
|
|
|
1 |
% |
|
|
1,459,474 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
1,517,306 |
|
|
|
1,499,664 |
|
|
|
1 |
|
|
|
1,418,013 |
|
|
|
6 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
999,206 |
|
|
|
959,983 |
|
|
|
4 |
|
|
|
905,730 |
|
|
|
6 |
|
Net underwriting expenses incurred |
|
|
494,941 |
|
|
|
475,776 |
|
|
|
4 |
|
|
|
436,867 |
|
|
|
9 |
|
Dividends to policyholders |
|
|
7,202 |
|
|
|
5,927 |
|
|
|
22 |
|
|
|
5,688 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
$ |
15,957 |
|
|
|
57,978 |
|
|
|
(72 |
)% |
|
|
69,728 |
|
|
|
(17 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
65.9 |
% |
|
|
64.0 |
|
|
1.9 |
pts |
|
|
63.9 |
|
|
0.1 |
pts |
Underwriting expense ratio |
|
|
32.5 |
|
|
|
31.7 |
|
|
|
0.8 |
|
|
|
30.8 |
|
|
|
0.9 |
|
Dividends to policyholders ratio |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
98.9 |
|
|
|
96.1 |
|
|
|
2.8 |
|
|
|
95.1 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
65.4 |
|
|
|
63.7 |
|
|
|
1.7 |
|
|
|
63.5 |
|
|
|
0.2 |
|
Underwriting expense ratio |
|
|
31.6 |
|
|
|
31.3 |
|
|
|
0.3 |
|
|
|
30.7 |
|
|
|
0.6 |
|
Dividends to policyholders ratio |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio1 |
|
|
97.5 |
% |
|
|
95.4 |
|
|
2.1 |
pts |
|
|
94.6 |
|
|
0.8 |
pts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The statutory ratios include Selectives flood line of business, which is included in the Diversified Insurance Services Segment on a GAAP basis and
therefore excluded from the GAAP ratios. The total Statutory Combined ratio excluding flood was 98.2% for 2007, 96.1% for 2006, and 95.3% for 2005. |
|
|
|
NPW increased in 2007 compared to 2006 and in 2006 compared to 2005. Premium growth in
2007 compared to 2006 is attributable to increases in direct new business written,
excluding flood, of 14% to $352.3 million for 2007 compared to 2006 partially offset by (i)
commercial lines renewal pricing, including exposure, which decreased by 0.3% in 2007; (ii)
a slight reduction in commercial lines retention in 2007 compared to 2006 and 2005; (iii)
an $17.9 million reduction in audit and endorsement premium activity in 2007 compared to
2006 and a $7.6 million reduction in 2006 compared to 2005 as a result of economic changes,
especially in the construction industry; and, (iv) a decline in NPW for our New Jersey
personal automobile business of $12.6 million to $80.1 million for 2007 compared to 2006
driven by a reduction in the number of New Jersey personal automobiles that we insure,
primarily as a result of repricing at higher levels through our MATRIX® pricing
system. |
|
|
|
|
Premium growth in 2006 compared to 2005 is attributable to increases in direct new business
written, excluding flood, of 3% to $310.0 million for 2006 compared to 2005 coupled with
Commercial Lines renewal pricing increases, including exposure, of 2.2% in 2006. Partially
offsetting these items is a decline in NPW for our New Jersey personal automobile business
of $14.6 million to $92.7 million for 2006 compared to 2005 as a result of the highly
competitive marketplace. |
|
|
|
|
NPE increased slightly in 2007 compared to 2006 and increased in 2006 compared to 2005
reflecting increases in NPW discussed above. |
46
|
|
|
The 1.9 point increase in the GAAP loss and loss expense ratio in 2007 compared to 2006
was primarily attributable to lower pricing on our Commercial and Personal Lines business,
as well as increases in property losses and overall higher loss costs in 2007 compared to
2006. The increases in property losses were driven by higher non-catastrophe losses for
2007 compared to 2006. These increases to the GAAP loss and loss expense ratio were
partially offset by (i) improved profitability in our workers compensation line of
business, and (ii) net favorable prior year loss and loss expense development within our
casualty lines of business of approximately $19 million in 2007, compared to approximately
$7 million in 2006. The GAAP loss and loss expense ratio in 2006 remained comparable with
the 2005 ratio. |
|
|
|
|
The increases in the GAAP underwriting expense ratio in 2007 compared to 2006 and 2005
was primarily attributable to increases in underwriting expenses that outpaced premium
growth in the comparable periods. Increased labor expenses drove the increase in expense
dollars for 2007 and 2006. For additional information regarding our initiatives in the
management of the underwriting expense ratio, see the outlook section below and Note 22,
Subsequent Events in Item 8. Financial Statements and Supplementary Data of this Form
10-K. |
Insurance Operations Outlook
Historically, the results of the property and casualty insurance industry have experienced
significant fluctuations due to high levels of competition, economic conditions, interest rates,
loss cost trends, and other factors. During 2007, the industry experienced low levels of
catastrophe losses and a softening market characterized by accelerated competition, leading to
pricing deterioration in the primary insurance market that was worse than originally anticipated.
We expect this trend to continue into 2008. The average forecast, according to the U.S.
Property/Casualty Review & Preview from A.M. Best (the Forecast) dated January 28, 2008, calls
for negative growth in NPW of 0.6% in 2008. This is in addition to the estimated negative growth
in NPW of 1.2% for 2007 discussed in the Forecast and results from an across-the-board softening in
the personal and commercial lines pricing environments, a weakening economy, leakage of premium to
government operated reinsurers and strong interest in alternative forms of risk transfer, including
various forms of self insurance, captives, and catastrophe bonds. The 2008 NPW forecast, if
accurate, would represent the first decline in total industry annual premiums since 1943. As a
result, we may need to reduce our pricing, which could lead to a decrease in margins in order to
retain our best business. Accelerated competition in the marketplace, coupled with low premium
growth rates, has also led to an increased interest in merger and acquisition activity within the
industry. The Forecast also indicates an increase in the expected statutory combined ratio in 2008
compared to the 2007 expectation, indicating that underwriting performance in the industry,
although still profitable, is deteriorating.
We believe that future profitability may be impacted by higher loss trends, which are characterized
by changes in frequency, severity, and pricing deterioration. When renewal pure price increases
are declining and loss costs trend higher, a market cycle shift occurs. General inflation and,
notably, medical inflation, can drive up loss costs and lead to higher industry-wide statutory
combined ratios. We believe it is critical to have a clearly defined plan to improve risk
selection and mitigate higher frequency and severity trends during market cycles. Some of the
tools we use to lower frequency and severity are knowledge management, predictive modeling, safety
management, managed care, and enhanced claims review. Although it is uncertain at this time
whether our initiatives will offset macro pricing and loss trends, we have outperformed the
industrys loss and loss adjustment expense ratio by 6.8 points, on average, over the past 10
years.
Considering the current environment, in the upcoming year, we anticipate pricing discipline and
expense management to be key factors in the generation of strong underwriting results. As part of
our expense management initiative, in February 2008, we announced a reduction in our workforce of
approximately 80 positions, including the immediate displacement of 60 employees and the
elimination of 20 open positions. We anticipate these changes to have a related one-time pre-tax
cost of approximately $4 million in the first quarter of 2008 and annualized pre-tax savings of
approximately $8 million. In addition, we are implementing targeted changes to agency commissions
that will maintain highly competitive awards for agents who produce the strongest results for us,
while reducing commissions where our historically higher payments have not generated an appropriate
level of profitable growth. The changes will bring our program more in line with the competition;
however, commissions on 87% of our direct premiums written will not be affected, and the
supplemental commission program that rewards our most profitable growth agencies does not change.
We feel the changes will bring our program more in line with the competition. These commission
revisions are expected to generate annualized pre-tax savings of approximately $8.0 million, and
are targeted for rollout in most states in July 2008.
47
Even in this competitive market, we believe that the strategies we have implemented will allow us
to continue to profitably grow our business based on strong agency relationships and our unique
field-based model. To this end, we have developed market-planning tools that are allowing us to
strategically appoint additional independent agencies as well as agency management specialists
(AMSs) in under-penetrated territories, with classes of business that we know historically have
been profitable. Through the end of 2007, the Insurance Subsidiaries total agency count increased
to approximately 880, up from 770 at last year-end, serviced by approximately 100 field-based AMSs
who make hands-on underwriting decisions in agents offices on a daily basis.
We back the high touch component of our business model with technology that allows agents and the
Insurance Subsidiaries field teams to input business seamlessly into our systems, while also
allowing them to select and price accounts at optimal levels through predictive modeling.
Technology that allows for the seamless placement of business into our systems includes our One &
Done® small business system and our xSELerate® straight-through processing
system. Premiums of $250,000 per workday were processed through our One & Done® small
business system in 2007, up 42% from 2006. We have set a multi-year small business growth target
of $350,000 in One & Done® business per work day, and in 2008 our efforts will be
centered on: (i) better managing price points and scale; (ii) implementing a more comprehensive
marketing and branding strategy; and (iii) updating the distribution model to address multiple
agent and customer needs.
We also continue to pursue our organic growth strategy. Effective July 1, 2007, we entered our
21st primary state, Massachusetts, for Commercial Lines only and wrote approximately
$3.8 million of new business in 2007. In 2008, we have plans to expand our footprint to Tennessee.
We also have expanded Personal Lines into Rhode Island, Minnesota, and Iowa, states that are
already within our existing Commercial Lines footprint. In addition to our organic growth
strategy, we are taking note of opportunities that marketplace competition may be creating and
would not rule out making an opportunistic acquisition.
Based on our expense management programs along with technology investments, ongoing underwriting
improvements, our assessment of current loss cost and pricing trends, and other areas of strategic
focus, we are providing 2008 earnings guidance in the range of $2.20 to $2.40 per diluted share.
Our guidance is based on the following assumptions: (i) a statutory combined ratio of 98% and a
GAAP combined ratio of 100%; (ii) after-tax catastrophe losses of $14.4 million; (iii) growth in
after-tax investment income of 3%, including a 10% pre-tax yield on alternative investments,
included in Other investments on the Consolidated Balance Sheets; (iv) Diversified Insurance
Services revenue growth of 5% with a return on revenue of 10%; and (v) diluted weighted average
shares of 52.5 million, which includes the expectation of repurchasing 3.5 million shares over the
course of the year.
Review of Underwriting Results by Line of Business
Commercial Lines
Commercial Lines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
1,350,798 |
|
|
|
1,318,873 |
|
|
|
2 |
% |
|
|
1,258,632 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
1,314,002 |
|
|
|
1,285,876 |
|
|
|
2 |
|
|
|
1,208,666 |
|
|
|
6 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
838,577 |
|
|
|
811,326 |
|
|
|
3 |
|
|
|
748,548 |
|
|
|
8 |
|
Net underwriting expenses incurred |
|
|
426,118 |
|
|
|
405,141 |
|
|
|
5 |
|
|
|
378,759 |
|
|
|
7 |
|
Dividends to policyholders |
|
|
7,202 |
|
|
|
5,927 |
|
|
|
22 |
|
|
|
5,688 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
$ |
42,105 |
|
|
|
63,482 |
|
|
|
(34 |
) |
|
|
75,671 |
|
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
63.8 |
% |
|
|
63.1 |
|
|
|
0.7 |
|
|
|
61.9 |
|
|
|
1.2 |
|
Underwriting expense ratio |
|
|
32.5 |
% |
|
|
31.5 |
|
|
|
1.0 |
|
|
|
31.3 |
|
|
|
0.2 |
|
Dividends to policyholders ratio |
|
|
0.5 |
% |
|
|
0.5 |
|
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
96.8 |
% |
|
|
95.1 |
|
|
|
1.7 |
|
|
|
93.7 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
63.4 |
% |
|
|
62.9 |
|
|
0.5 |
pts |
|
|
61.8 |
|
|
1.1 |
pts |
Underwriting expense ratio |
|
|
32.0 |
% |
|
|
31.6 |
|
|
|
0.4 |
|
|
|
31.3 |
|
|
|
0.3 |
|
Dividends to policyholders ratio |
|
|
0.5 |
% |
|
|
0.5 |
|
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
95.9 |
% |
|
|
95.0 |
|
|
|
0.9 |
|
|
|
93.6 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
NPW increased in 2007 compared to 2006 and 2005. Premium growth in 2007 was
attributable to increases in direct new business written of $36.4 million to $313.3 million
for 2007 compared to 2006 partially offset by: (i) a slight reduction in retention for 2007
compared to 2006 and 2005; (ii) decreases in audit and endorsement premium activity of
$11.5 million and $6.3 million, respectively; and, (iii) renewal price decreases, including
exposure of 0.3% in 2007 reflecting the competitive pressure on our renewal book of
business. |
|
|
|
|
Premium growth in 2006 as compared to 2005 was attributable to increases in direct new
business of $14.1 million to $276.9 million coupled with renewal price increases, including
exposure, of 2.2% in 2006. |
|
|
|
|
NPE increased reflecting increases in NPW as discussed above. |
|
|
|
|
The GAAP loss and loss expense ratio increased 0.7 points in 2007 compared to 2006 and
1.2 points in 2006 compared to 2005, primarily due to: (i) lower pricing on our commercial
book of business; and, (ii) increases in property losses. Included in total property
losses were catastrophe losses that decreased $3.6 million, or 0.3 points, to $12.0 million
in 2007 compared to 2006 and increased $11.8 million or 0.9 points to $15.6 million in 2006
compared to 2005. The GAAP loss and loss expense ratio increases were partially offset by:
(i) underwriting improvements related to the implementation of our long-term strategies;
and, (ii) favorable prior year loss and loss expense development within our workers
compensation and commercial auto lines of business. |
|
|
|
|
For 2007, net favorable prior year loss and loss expense development within our casualty
lines of business amounted to approximately $20 million, or 1.5 points, compared to
approximately $2 million in 2006, or 0.1 points, and minimal prior year loss and loss
expense development in 2005. |
|
|
|
|
The increase in the GAAP underwriting expense ratio in 2007 compared to 2006 and 2005
was attributable to increases in underwriting expenses that outpaced premium growth. These
underwriting expense increases were driven by higher labor costs. For additional
information regarding our initiatives in the management of the underwriting expense ratio,
see the outlook section below and Note 22, Subsequent Events in Item 8. Financial
Statements and Supplementary Data of this Form 10-K. |
The following is a discussion on our most significant commercial lines of business:
Commercial Automobile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory NPW |
|
$ |
319,176 |
|
|
|
319,710 |
|
|
|
|
% |
|
|
325,048 |
|
|
|
(2 |
)% |
Statutory NPE |
|
|
315,259 |
|
|
|
319,921 |
|
|
|
(1 |
) |
|
|
320,080 |
|
|
|
|
|
Statutory combined ratio |
|
|
88.1 |
% |
|
|
88.1 |
|
|
|
pts |
|
|
74.4 |
|
|
13.7 |
pts |
% of total statutory commercial NPW |
|
|
23 |
% |
|
|
24 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
Our continued strong performance in this line is the result of underwriting and pricing
improvements over the last several years. We have implemented targeted rate decreases on the best
accounts to grow this profitable line of business. The policy count on this line of business
increased 8% in 2007 compared to 2006 driven by new policy count increases of 18%. In 2006, as
compared to 2005, policy counts increased 6% driven by new policy count increases of 4%. However,
renewal prices, including exposure, decreased 2.9% in 2007 compared to a decrease of 1.1% in 2006
and an increase of 0.4% in 2005, which has put pressure on NPW and NPE. Lower severity trends have
resulted in favorable prior year statutory loss and loss expense development of approximately $19
million in 2007 compared to $15 million in 2006 and $48 million in 2005.
General Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory NPW |
|
$ |
420,388 |
|
|
|
413,381 |
|
|
|
2 |
% |
|
|
382,172 |
|
|
|
8 |
% |
Statutory NPE |
|
|
410,024 |
|
|
|
402,745 |
|
|
|
2 |
|
|
|
363,713 |
|
|
|
11 |
|
Statutory combined ratio |
|
|
98.8 |
% |
|
|
96.5 |
|
|
2.3 |
pts |
|
|
97.5 |
|
|
(1.0 |
) pts |
% of total statutory commercial NPW |
|
|
31 |
% |
|
|
31 |
|
|
|
|
|
|
|
30 |
|
|
|
|
|
49
Total policy counts in this line of business increased 9% in 2007 compared to 2006 and 7% in 2006
compared to 2005. New business premiums in this line of business increased 14% for 2007 compared
to 2006 and 1% for 2006 compared to 2005. Evidence of the softening market is illustrated in our
renewal pricing for this line which, including exposure, decreased 1.1% in 2007 compared to
increases of 1.5% in 2006 and 3.0% in 2005. Continuing evidence of the softening market is
illustrated by retention that decreased slightly to 75% in 2007 compared to 77% in 2006 and 76% in
2005.
Pricing pressure, coupled with higher loss costs, continues to put pressure on profitability in
this line of business. However, we continue to concentrate on our long-term strategy to improve
profitability, which focuses on: (i) contractor growth in business segments with lower completed
operations exposures; and (ii) contractor and subcontractor underwriting guidelines to minimize
losses.
Workers Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory NPW |
|
$ |
336,189 |
|
|
|
325,008 |
|
|
|
3 |
% |
|
|
309,584 |
|
|
|
5 |
% |
Statutory NPE |
|
|
325,657 |
|
|
|
314,221 |
|
|
|
4 |
|
|
|
293,311 |
|
|
|
7 |
|
Statutory combined ratio |
|
|
101.6 |
% |
|
|
108.4 |
|
|
|
(6.8 |
) pts |
|
|
124.1 |
|
|
|
(15.7 |
) pts |
% of total statutory commercial NPW |
|
|
25 |
% |
|
|
25 |
|
|
|
|
|
|
|
25 |
|
|
|
|
|
Our multi-faceted workers compensation strategy, which incorporates our knowledge management and
predictive modeling initiatives, has enabled us to retain and write more of the best accounts,
leading to 2007 increases in total policy counts of 9% compared to 2006 and 6% in 2006 compared to
2005. Direct new voluntary policy premiums increased 28% for 2007 compared to 2006 and 30% for
2006 compared to 2005. At the same time, these initiatives have allowed us to target price
increases for our worst performing business, which contributed to the decrease in our retention in
2007 to 79% from 80% in 2006 and 81% in 2005, thereby improving the profitability of our retained
business.
The improvement in the statutory combined ratio of this line of 6.8 points in 2007 compared to 2006
and 15.7 points in 2006 compared to 2005 reflects not only the ongoing progress resulting from the
execution of our workers compensation strategies, but also favorable prior year statutory
development of $3 million attributable to these strategies, partially offset by an increase in the
tail factor related to medical inflation and general development trends. Favorable prior year
statutory development of approximately $2 million in 2006 was driven, in part, by savings realized
from changing medical and pharmacy networks outside of New Jersey and re-contracting our medical
bill review services. Adverse prior year statutory development of $40 million in 2005 was
primarily the result of adverse loss trends, specifically in medical costs in the 2001 and prior
accident years, which warranted an increase in managements best estimates within the loss range.
Commercial Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory NPW |
|
$ |
198,903 |
|
|
|
188,839 |
|
|
|
5 |
% |
|
|
176,764 |
|
|
|
7 |
% |
Statutory NPE |
|
|
190,681 |
|
|
|
182,351 |
|
|
|
5 |
|
|
|
168,281 |
|
|
|
8 |
|
Statutory combined ratio |
|
|
92.7 |
% |
|
|
82.1 |
|
|
|
10.6 |
pts |
|
|
69.5 |
|
|
|
12.6 |
pts |
% of total statutory commercial NPW |
|
|
15 |
% |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
Net premiums written for this line of business increased in 2007 compared to 2006 and 2005 due to
increases in total policy counts of 11% in 2007 compared to 2006 and 9% in 2006 compared to 2005.
Stable retention of approximately 81% over the past three years has also led to an increase in net
premiums written. NPW growth was partially offset by renewal prices, including exposure, which
decreased 0.4% in 2007 compared to increases of 2.1% in 2006 and 2.8% in 2005.
Although still profitable, the higher statutory combined ratio for commercial property reflects
lower pricing and increased property losses especially in comparison to the unusually low
experience in 2006. The increase in property losses appears to be part of the normal variability
in this line and was primarily the result of an increase in the severity of losses, mainly
attributable to flood events and electrical fires. For 2007, catastrophe losses decreased $2.5
million to $10.7 million compared to 2006, however, for 2006, catastrophe losses increased $10.4
million to $13.2 million compared to 2005.
50
Personal Lines
Personal Lines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
204,069 |
|
|
|
217,088 |
|
|
|
(6 |
)% |
|
|
200,842 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
203,304 |
|
|
|
213,788 |
|
|
|
(5 |
) |
|
|
209,347 |
|
|
|
2 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
160,629 |
|
|
|
148,657 |
|
|
|
8 |
% |
|
|
157,182 |
|
|
|
(5 |
)% |
Net underwriting expenses incurred |
|
|
68,823 |
|
|
|
70,635 |
|
|
|
(3 |
) |
|
|
58,108 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting loss |
|
$ |
(26,148 |
) |
|
|
(5,504 |
) |
|
|
(375 |
) |
|
|
(5,943 |
) |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
79.0 |
% |
|
|
69.5 |
|
|
|
9.5 |
pts |
|
|
75.1 |
|
|
|
(5.6 |
) pts |
Underwriting expense ratio |
|
|
33.9 |
% |
|
|
33.1 |
|
|
|
0.8 |
|
|
|
27.8 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
112.9 |
% |
|
|
102.6 |
|
|
|
10.3 |
|
|
|
102.9 |
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
78.2 |
% |
|
|
68.5 |
|
|
|
9.7 |
pts |
|
|
73.4 |
|
|
|
(4.9 |
) pts |
Underwriting expense ratio |
|
|
29.7 |
% |
|
|
29.7 |
|
|
| |
|
|
|
27.2 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
107.9 |
% |
|
|
98.2 |
|
|
|
9.7 |
|
|
|
100.6 |
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The statutory ratios include Selectives flood line of business, which is included in the Diversified Insurance Services
Segment on a GAAP basis
and therefore excluded from the GAAP ratios. The total Statutory Combined ratio excluding flood was 113.0% for 2007, 102.9% for 2006,
and 105.0 % for 2005. |
|
|
|
NPW decreased in 2007 compared to 2006 after increasing in 2006 compared to 2005.
Excluding the impact from the cancellation of the New Jersey Homeowners Quota Share Treaty
(Quota Share Treaty), which increased 2006 NPW by $11.3 million, NPW decreased 1% in 2007
compared to 2006 and increased 2% in 2006 compared to 2005. |
The remaining decrease in NPW in 2007 compared to 2006 was primarily driven by a decline in
NPW for our New Jersey personal automobile business of $12.6 million to $80.1 million in
2007. This resulted from a reduction in the number of New Jersey personal automobiles that
we insure, primarily driven by repricing at higher levels through our MATRIX®
pricing system. Partially offsetting this decrease were increases in our personal
automobile business outside of New Jersey of $5.4 million to $50.0 million coupled with
increases in our homeowners business of $4.5 million to $65.4 million in 2007.
The New Jersey personal automobile market has been impacted by the introduction of new
companies writing business in the state with rating plans that allow them to price accounts
competitively without the legacy issue of repricing existing accounts through filed rate
increases. Our new Personal Lines rating plan was approved by the New Jersey Department of
Banking and Insurance (NJDOBI) and was implemented in August 2006. Our new plan allows us
to better evaluate and price risks, which will help us to profitably compete for new
business in our agencies. We have moved our entire existing renewal inventory into our new
pricing and tiering structure in New Jersey, which has caused a dislocation in this book of
business due to the repricing of certain business at higher levels, some of which did not
renew. As annual increases or decreases are capped at 20% by the NJDOBI, we expect
improvements to materialize over a three-year period. We continue to focus on increasing
new business production within and outside of New Jersey through this advanced pricing
methodology. In our continuing efforts to improve our existing book of automobile business,
we have implemented average renewal rate increases of 13.1% in Pennsylvania effective August
1, 2007, and 8.5% in Maryland effective September 1, 2007. These changes applied to
business written prior to the implementation of our MATRIX® program. In 2008, we
are taking steps to continue to improve our automobile business by filing further rate
increases of 7% in New Jersey, which is targeted for May, 7% in Pennsylvania, targeted for
July, and 6% in Maryland, targeted for August. The New Jersey change applies to all
business, and the other changes apply to business originally written prior to the
implementation of our MATRIX® program. Such rate increases were necessary, as
these states have regulatory restrictions on moving the renewal book into our new pricing
methodology and the previous rates did not yield sufficient profitability.
51
Excluding the impact of the one-time benefit received from the cancellation of the Quota
Share Treaty, NPW increased 2% in 2006 compared to 2005. This increase reflects the
retention of homeowners business that had previously been ceded under the treaty coupled
with an increase in direct homeowners premiums written of 6% in 2006 compared to 2005,
partially offset by a decrease in our personal automobile business of $16.6 million to
$137.4 million. NPW on our personal automobile line of business decreased in 2006 as a
result of the ongoing competition in the New Jersey personal automobile marketplace coupled
with our rating plans that were not competitive through the first half of the year due to a
historically restrictive rating environment.
|
|
The fluctuations in NPE reflect the fluctuations in NPW as discussed above. |
|
|
The deterioration in the GAAP loss and loss expense ratio in 2007 compared to 2006 was
primarily driven by decreased pricing in our New Jersey personal automobile line of
business coupled with the following: |
|
|
|
An increase of $6.7 million in non-catastrophe property losses in 2007
compared to 2006. |
|
|
|
Unfavorable prior year development in our casualty lines of $1 million in
2007 compared to favorable prior year development of $6 million in 2006. The
unfavorable development in 2007 reflects (i) higher severity in accident year 2006
for our personal automobile line of business; (ii) adverse prior year development
due to unfavorable trends in claims for groundwater contamination caused by the
leakage of certain underground oil storage tanks in our homeowners line of business;
and, (iii) several significant losses in our personal umbrella line of business,
partially offset by lower than expected loss emergence for accident years prior to
2006. In 2006, the favorable prior year development primarily related to lower than
expected frequency in personal automobile claims. |
This deterioration in the loss and loss expense ratio was partially offset by a reduction in
catastrophe losses of $2.2 million, to $2.9 million in 2007.
The improvement in the 2006 GAAP loss and loss expense ratio was driven by the reserving
actions taken in 2005 in light of a New Jersey Supreme Court decision that eliminated the
application of the serious life impact standard to personal automobile cases under the
verbal tort threshold of New Jerseys Automobile Insurance Cost Reduction Act (AICRA) and
resulted in an increase to our reserves of $13.0 million in the second quarter of 2005. The
implementation of AICRA, and our rating and tiering actions had enabled us to achieve
profitability in the New Jersey personal automobile line of business over the two years
prior to the ruling. However, factoring higher expected claim costs into our New Jersey
personal automobile excess profits calculation eliminated $5.5 million of excess profits
reserves in the second quarter of 2005.
|
|
The deterioration in the GAAP underwriting expense ratio in 2007 compared to 2006 and
2005 was primarily attributable to overhead costs that have outpaced premiums earned. In
addition, costs associated with the reorganization of the Personal Lines department in May
of 2007, which reduced the staffing level by 31 employees, added 0.6 points to the
underwriting expense ratio in 2007. |
We have also implemented a three-part profit improvement plan that will focus on returning
Personal Lines to profitability by the end of 2009. To decrease costs associated with
writing policies and servicing claims, we plan to: (i) utilize the full capability of our
MATRIX® pricing system, along with widening the One & Done® pipeline
to maximize the cost savings that are associated with these policies; (ii) roll out our
knowledge management initiatives to the Personal Lines operation in May 2008; and, (iii)
move additional claims to our centrally located claims department to cut down on costs
incurred for claims handling.
52
Reinsurance
We have reinsurance contracts that cover both property and casualty business. We use traditional
forms of reinsurance and do not utilize finite risk reinsurance. Our contracts can be segregated
into the following key categories:
|
|
|
Property Reinsurance includes our Property Excess of Loss treaty purchased for
protection against large individual property losses and our Property Catastrophe treaty
purchased to provide protection for the overall property portfolio against severe
catastrophic events. Facultative reinsurance is also used for property risks that are
in excess of our treaty capacity. |
|
|
|
Casualty Reinsurance purchased to provide protection for both individual large
casualty losses and catastrophic casualty losses involving multiple claimants or
insureds. Facultative reinsurance is also used for casualty risks that are in excess
of our treaty capacity. |
|
|
|
Other Reinsurance includes smaller treaties, such as our Surety and Fidelity
Excess of Loss treaties, which do not fall within the categories above. |
Additional information regarding the terms and related coverage associated with each of our
categories of reinsurance can be found in Item 1. Business of this Form 10-K.
We regularly reevaluate our overall reinsurance program and try to develop the most effective ways
to manage our risk. Our analysis is based on a comprehensive process that includes periodic
analysis of modeling results, aggregation of exposures, exposure growth, diversification of risks,
limits written, projected reinsurance costs, financial strength of reinsurers and projected impact
on earnings and statutory surplus. We strive to balance sometime opposing considerations of
reinsurer credit quality, price, terms, and our appetite for retaining a certain level of risk.
Terrorism Reinsurance
In addition to treaty and facultative reinsurance, the Insurance Subsidiaries are partially
protected by the Terrorism Risk Insurance Act of 2002, which was modified and extended through
December 31, 2014 via the Terrorism Risk Insurance Program Reauthorization Act of 2007. For
further information regarding this legislation, see Item 1A. Risk Factors of this Form 10-K.
Property Reinsurance
The Property Catastrophe treaty renewed effective January 1, 2008 with a 15% reduction in premium.
The current treaty provides per occurrence coverage for 95% of $310.0 million in excess of $40.0
million retention compared to 95% of $335.0 million in excess of $40.0 million retention under the
expiring treaty. The annual aggregate limit net of our co-participation is $589.0 million compared
to $636.5 million for the expiring treaty. We continue to assess our property catastrophe exposure
aggregations, modeled results and effects of growth on our property portfolio and strive to manage
our exposure to individual large events balanced against the cost of reinsurance protection.
The following table presents Risk Management Solutions, Inc.s (RMS) v.7.0 modeled hurricane
losses based on the Insurance Subsidiaries property book of business as of June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Historic Basis |
|
|
Stochastic Basis |
|
|
|
|
|
|
|
|
|
|
|
Net Losses |
|
|
|
|
|
|
|
|
|
|
Net Losses |
|
|
|
Gross |
|
|
|
|
|
|
as a Percent |
|
|
Gross |
|
|
|
|
|
|
as a Percent |
|
Occurrence Exceedence |
|
Losses |
|
|
Net |
|
|
of 12/31/07 |
|
|
Losses |
|
|
Net |
|
|
of 12/31/07 |
|
Probability |
|
RMS v.7.0 |
|
|
Losses1 |
|
|
Equity |
|
|
RMS v.7.0 |
|
|
Losses1 |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.00% (1 in 25 year event ) |
|
$ |
49,277 |
|
|
|
26,874 |
|
|
|
2 |
% |
|
$ |
69,947 |
|
|
|
28,823 |
|
|
|
3 |
% |
2.00% (1 in 50 year event) |
|
|
100,670 |
|
|
|
31,702 |
|
|
|
3 |
|
|
|
134,532 |
|
|
|
34,057 |
|
|
|
3 |
|
1.00% (1 in 100 year event) |
|
|
190,897 |
|
|
|
37,977 |
|
|
|
4 |
|
|
|
244,445 |
|
|
|
41,015 |
|
|
|
4 |
|
0.40% (1 in 250 year event) |
|
|
400,631 |
|
|
|
79,637 |
|
|
|
7 |
|
|
|
485,837 |
|
|
|
135,021 |
|
|
|
13 |
|
|
|
|
1 |
|
Losses are after tax and include applicable reinstatement premium. |
RMS v.7.0 allows modeling based on the long term averages (historic view) and modeling based on a
five year projection that includes an assumption of elevated hurricane activity in the Atlantic
Basin in the short to medium term (stochastic view). Results of both models are provided above for
select probabilities. Our current catastrophe program provides protection for a 1 in 209 year
event, or an event with 0.5 % probability according to the RMS v.7.0 historic model, and for a 1 in
159 year event, or an event with 0.6% probability according to RMS v.7.0 stochastic model.
53
The retention and limit under our Property Excess of Loss treaty renewed July 1, 2007, remained the
same at $23.0 million in excess of $2.0 million. Consistent with prior year contract, all nuclear,
biological, chemical and radioactive reaction (NBCR) losses are excluded from the Property Excess
of Loss treaty. Terrorism (excluding NBCR) and per occurrence aggregate limits remain at $46.5
million.
Casualty Reinsurance
The Casualty Excess of Loss program was renewed effective July 1, 2007, with no changes to the
expiring structure. The total program currently provides the following coverage:
|
|
|
Workers compensation only treaty, covering up to $3.0 million in excess of $2.0 million
per occurrence; |
|
|
|
All Casualty Lines Excess of Loss treaty (Casualty Treaty) covering all casualty
business, including workers compensation, up to $45.0 million, in excess of $5.0 million
per occurrence; and |
|
|
|
Additional layer to the Casualty Treaty covering all casualty business, including
workers compensation, up to 75% of $40.0 million in excess of $50 million. |
The total coverage for workers compensation claims continues to be $78.0 million per occurrence and
$75.0 million per occurrence for casualty claims other than workers compensation, net of our
co-participation in the $40.0 million in excess of $50.0 million layer.
Other Reinsurance
Our Surety and Fidelity Excess of Loss treaty was renewed effective January 1, 2008, with
essentially no changes in coverage and a 2.5% increase in estimated ceded premium due to an
increase in projected subject premium offset by a decrease in the rate.
Effective January 1, 2008, we entered into a new treaty which covers our participation in the
involuntary National Council on Compensation Insurance (NCCI) pool, a residual workers compensation
market. The treaty provides 100% Quota Share coverage, including terrorism coverage, for the 2008
underwriting year business assumed from NCCI and has an aggregate combined ratio limit of
approximately 142%. The treaty is placed with two carriers both rated A+ by A. M. Best and we
expect to cede $6.0 million in premium in 2008. We believe that the protection provided within
this treaty for residual market business will be especially beneficial given current market
conditions and the expected deterioration in the experience of the NCCI pool.
Investments
Our investment portfolio consists primarily of fixed maturity investments (83%), but also contains
equity securities (7%), short-term investments (5%), and other investments (5%). Our investment
philosophy includes setting certain return and risk objectives for our fixed maturity and equity
portfolios. The primary return objective of our fixed maturity portfolio is to maximize after-tax
investment yield and income while balancing certain risk objectives. The return objective of the
equity portfolio is to meet or exceed a weighted-average benchmark of public equity indices. The
risk objective for our entire portfolio is to ensure that our investments are structured
conservatively, focusing on: (i) asset diversification; (ii) investment quality; (iii) liquidity,
particularly to meet the cash obligations of the insurance operations; (iv) consideration of taxes;
and (v) preservation of capital.
Our investment returns for the last three years are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
2006 |
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
vs. 2006 |
|
|
2005 |
|
|
vs. 2005 |
|
Net investment income before tax |
|
$ |
174,144 |
|
|
|
156,802 |
|
|
|
11 |
% |
|
|
135,950 |
|
|
|
15 |
% |
Net investment income after tax |
|
$ |
133,669 |
|
|
|
121,460 |
|
|
|
10 |
% |
|
|
104,840 |
|
|
|
16 |
% |
Total invested assets |
|
|
3,733,029 |
|
|
|
3,596,102 |
|
|
|
4 |
% |
|
|
3,245,545 |
|
|
|
11 |
% |
Effective tax rate |
|
|
23.2 |
% |
|
|
22.5 |
|
|
|
0.7 |
pts |
|
|
22.9 |
|
|
|
(0.4 |
) pts |
Annual
after-tax yield on investment portfolio |
|
|
3.6 |
% |
|
|
3.6 |
|
|
|
|
pts |
|
|
3.5 |
|
|
|
0.1 |
pts |
54
The increase in net investment income, before tax, of $17.3 million for 2007 compared to 2006 was
primarily the result of increased fixed maturity income due to higher invested assets and increased
income of approximately $7.0 million from certain alternative investments within our Other
investments category. Growth in net investment income, before tax, of $20.9 million for 2006
compared to 2005 was primarily attributable to the increase in our investment portfolio as well as
increased income of $4.0 million in alternative investment income and $1.0 million in dividend
income. Our investment portfolio totaled $3.7 billion at December 31, 2007, an increase of 4%
compared to $3.6 billion at December 31, 2006. The increase in invested assets was due to
substantial cash flows from operations of $386.3 million in 2007, $393.1 million in 2006 and $406.8
million in 2005. Cash flows from operations in 2007 were partially offset by cash outflows of: (i)
$143.3 million related to treasury stock repurchases under our authorized program; (ii) $37.5
million related to principal payments on our senior convertible notes; and (iii) $18.3 million
related to principal payments on our 8.87% and 8.63 senior notes. Debt offerings in September 2006
and November 2005 added approximately $96.8 million and $98.4 million in assets, respectively, in
2006 and 2005.
We continue to maintain a conservative, diversified investment portfolio, with fixed maturity
investments representing 83% of invested assets. Sixty-nine percent (69%) of our fixed maturities
portfolio is rated AAA while the portfolio has an average rating of AA+, S&Ps second highest
credit quality rating. High credit quality continues to be a cornerstone of our investment
strategy, as evidenced by the fact that almost 100% of the fixed maturities are investment grade.
At December 31, 2007 and 2006, non-investment grade securities (below BBB-) represented less than
1%, or approximately $10 million, of our fixed maturity portfolio. Our mortgage backed securities
portfolio totaled $697.9 million at December 31, 2007, with an average credit rating of AA+.
Selective has no significant sub-prime mortgage exposure. Prior to investing in mortgage-backed
securities, we analyze, among other credit factors, each transactions FICO credit score and loan
to value ratio. For additional information regarding our fixed investment income portfolio, see
Exhibit 99.1 of Form 8-K dated January 23, 2008 and Exhibit 99.2 of Form 8-K dated February 12,
2008. For additional information regarding market risk related to our investment portfolio, see
Item 7A. Quantitative and Qualitative Disclosures About Market Risk of this Form 10-K.
The following table presents the Moodys and S&P ratings of our fixed maturities portfolio:
|
|
|
|
|
|
|
|
|
Rating |
|
2007 |
|
|
2006 |
|
Aaa/AAA |
|
|
69% |
|
|
|
73% |
|
Aa/AA |
|
|
16% |
|
|
|
17% |
|
A/A |
|
|
9% |
|
|
|
7% |
|
Baa/BBB |
|
|
6% |
|
|
|
3% |
|
Ba/BB or below |
|
|
<1% |
|
|
|
<1% |
|
|
|
|
|
|
|
|
Total |
|
|
100% |
|
|
|
100% |
|
|
|
|
|
|
|
|
Our fixed maturity investment strategy is to make security purchases that are attractively priced
in relation to perceived credit risks. We manage the interest rate risk associated with holding
fixed maturity investments by monitoring and maintaining the average duration of the portfolio with
a view toward achieving an adequate after-tax return without subjecting the portfolio to an
unreasonable level of interest rate risk. We invest our fixed maturities portfolio primarily in
intermediate-term securities to limit the overall interest rate risk of fixed maturity investments.
Generally, the Insurance Subsidiaries have a duration mismatch between assets and liabilities.
The duration of the fixed maturity portfolio, including short-term investments, is 3.9 years while
the Insurance Subsidiaries liabilities have a duration of 3.4 years. The current duration of our
fixed maturities is within our historical range and is monitored and managed to maximize yield and
limit interest rate risk. The duration mismatch is managed with a laddered maturity structure and
an appropriate level of short-term investments that avoids liquidation of available-for-sale fixed
maturities in the ordinary course of business. Liquidity is always a consideration when buying or
selling securities, but because of the high quality and active market for the majority of
securities in our investment portfolio, the securities sold have not diminished the overall
liquidity of our portfolio. Our normal liquidity requirements have historically been met by
operating cash flow from our Insurance Operations and Diversified Insurance Services segments. We
expect our liquidity requirements in the future to be met by these sources of funds or, if
necessary, the issuance of debt and equity securities, as well as borrowings from our credit
facility. Managing investment risk by adhering to these strategies is intended to protect the
interests of our stockholders and the policyholders of our Insurance Subsidiaries, while enhancing
our financial strength and underwriting capacity.
55
Realized Gains and Losses
Realized gains and losses are determined on the basis of the cost of specific investments sold, and
are credited or charged to income. Also included in realized gains and losses are write-downs for
other than temporary impairment charges. Our Investments segment included net realized gains
before tax of $33.4 million in 2007, compared to $35.5 million in 2006, and $14.5 million in 2005.
The realized gains were principally from the sale of equity securities. Net realized gains in 2007
and 2006 reflect the sale of several equity positions which resulted in re-weighting various sector
exposures. Realized gains were partially offset by realized losses, of which the most significant
losses are discussed below. We maintain a high quality and liquid investment portfolio and the
sale of the securities that resulted in realized gains did not change the overall liquidity of the
investment portfolio. Our philosophy for sales of securities generally is to reduce our exposure
to securities and sectors based upon economic evaluations or if the fundamentals for that security
or sector have deteriorated. We typically have a long investment time horizon and our turnover is
low, which has resulted in many securities accumulating large unrealized gains. Every purchase or
sale is made with the intent of improving future investment returns.
The following table summarizes our net realized gains by investment type:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Held-to-maturity fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
$ | |
|
|
|
16 |
|
|
|
106 |
|
Available-for-sale fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
445 |
|
|
|
2,460 |
|
|
|
1,468 |
|
Losses |
|
|
(7,150 |
) |
|
|
(6,756 |
) |
|
|
(4,196 |
) |
Available-for-sale equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
50,254 |
|
|
|
43,542 |
|
|
|
21,149 |
|
Losses |
|
|
(9,359 |
) |
|
|
(3,783 |
) |
|
|
(4,063 |
) |
Available-for-sale other investments |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
847 |
|
|
| |
|
|
| |
|
Losses |
|
|
(1,683 |
) |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Total net realized gains |
|
$ |
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
|
|
|
|
|
|
|
|
|
|
Realized losses within the available-for-sale fixed maturity securities increased in 2007 as
compared to 2006 and 2005. This is primarily the result of other than temporary impairment charge
associated with two commercial real estate collateralized debt obligations (CDO) for $4.9
million. During the second half of 2007, the market for lower-rated commercial mortgage-backed
securities (CMBS) saw severe contagion effects from the sub-prime mortgage crisis. CMBS spreads,
particularly subordinated tranche CMBS, widened dramatically over the course of the second half of
the year. As a result, CDOs in general have become extremely dislocated and difficult to value as
the market spreads between bid and ask prices are very wide, even for CDOs that do not have any
sub-prime asset backed exposure. At this time, there have been no credit defaults or rating
downgrades on CDOs in our portfolio. However, given the severe lack of liquidity currently being
experienced in the marketplace, it is difficult to value certain securities and, as a result, we
recorded an other than temporary impairment charge on two commercial real estate CDOs in 2007.
During 2006, Selective had not recognized any realized losses from other than temporary charges,
whereas during 2005 Selective had recorded $1.2 million in realized losses related to other than
temporary charges.
The dislocation in the sub-prime mortgage sector had also extended more broadly into both the
credit and equity markets in early August 2007. These events adversely affected quantitative
strategies that use factor-based models to identify incorrectly priced securities, and produced
widespread de-leveraging and unprecedented negative returns to all standard quantitative factors in
the U.S. during early August. With the increased uncertainty and risk of the equity markets at
that time, we had hedged our direct exposure to the S&P 500 by investing in an exchange-traded fund
(ETF). The fund was set up to perform inversely to the S&P 500 Index at a 2:1 ratio. Through this
action, we had protected $90 million of our equity capital base. While the investment limited the
upside of the equity portfolio, we believed that this strategy was appropriate during this period
of extreme market uncertainty. As a result of the aggressive actions by the Federal Reserve to
lower the federal funds rate later in the third quarter, improvements were seen in the equity
markets leading us to sell our interest in the ETF. This sale resulted in a $4.3 million realized
loss in the third quarter of 2007.
In light of the market conditions, we also decided to dispose of one of our other investments, a
global quantitative market-neutral equity hedge fund, primarily due to its undifferentiated model
and greater than anticipated volatility. This disposition resulted in a $1.7 million realized loss
and is reflected in the available-for-sale other investment category in the table above.
56
The following tables present the period of time that securities sold at a loss were continuously in
an unrealized loss position prior to sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of time in an |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Unrealized loss position |
|
Fair |
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
Value on |
|
|
Realized |
|
|
Value on |
|
|
Realized |
|
|
Value on |
|
|
Realized |
|
($ in millions) |
|
Sale Date |
|
|
Loss |
|
|
Sale Date |
|
|
Loss |
|
|
Sale Date |
|
|
Loss |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
$ |
29.0 |
|
|
|
0.7 |
|
|
|
94.9 |
|
|
|
1.5 |
|
|
|
67.1 |
|
|
|
1.4 |
|
7 12 months |
|
|
31.6 |
|
|
|
0.4 |
|
|
|
76.6 |
|
|
|
2.5 |
|
|
|
32.4 |
|
|
|
0.7 |
|
Greater than 12 months |
|
|
10.2 |
|
|
|
0.2 |
|
|
|
35.8 |
|
|
|
1.5 |
|
|
|
33.0 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
70.8 |
|
|
|
1.3 |
|
|
|
207.3 |
|
|
|
5.5 |
|
|
|
132.5 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
60.0 |
|
|
|
8.8 |
|
|
|
15.5 |
|
|
|
3.1 |
|
|
|
11.2 |
|
|
|
1.8 |
|
7 12 months |
|
|
1.6 |
|
|
|
0.4 |
|
|
|
3.2 |
|
|
|
0.7 |
|
|
|
3.6 |
|
|
|
1.0 |
|
Greater than 12 months |
|
|
0.4 |
|
|
|
0.2 |
|
|
| |
|
|
| |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
62.0 |
|
|
|
9.4 |
|
|
|
18.7 |
|
|
|
3.8 |
|
|
|
15.5 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
5.3 |
|
|
|
1.7 |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
7 12 months |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
Greater than 12 months |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other investments |
|
|
5.3 |
|
|
|
1.7 |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
138.1 |
|
|
|
12.4 |
|
|
|
226.0 |
|
|
|
9.3 |
|
|
|
148.0 |
|
|
|
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Losses
The following table summarizes the aggregate fair value and gross pre-tax unrealized loss recorded
in our accumulated other comprehensive income, by asset class and by length of time, for all
available-for-sale securities that have continuously been in an unrealized loss position at
December 31, 2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of time in an |
|
2007 |
|
|
2006 |
|
Unrealized loss position |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
($ in millions) |
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
$ |
219.2 |
|
|
|
8.0 |
|
|
|
376.6 |
|
|
|
1.7 |
|
7 12 months |
|
|
188.6 |
|
|
|
11.6 |
|
|
|
107.6 |
|
|
|
0.7 |
|
Greater than 12 months |
|
|
340.5 |
|
|
|
5.7 |
|
|
|
705.8 |
|
|
|
10.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
748.3 |
|
|
|
25.3 |
|
|
|
1,190.0 |
|
|
|
12.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
25.7 |
|
|
|
1.1 |
|
|
|
7.8 |
|
|
|
0.2 |
|
7 12 months |
|
|
1.1 |
|
|
|
0.4 |
|
|
| |
|
|
| |
|
Greater than 12 months |
|
| |
|
|
| |
|
|
|
0.4 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
26.8 |
|
|
|
1.5 |
|
|
|
8.2 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
| |
|
|
| |
|
|
|
6.9 |
|
|
|
0.1 |
|
7 12 months |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
Greater than 12 months |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other securities |
|
| |
|
|
| |
|
|
|
6.9 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
775.1 |
|
|
|
26.8 |
|
|
|
1,205.1 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Although overall interest rates decreased in 2007, the unrealized losses for fixed maturity
securities increased due primarily to the credit stress and dislocation in the capital markets,
along with inflation worries and uncertainty about the U.S. economy in general caused fixed
maturities credit spreads to widen. As of December 31, 2007, there are 240 securities in an
unrealized loss position. Broad changes in the overall market or interest rate environment
generally do not lead to impairment charges.
The following table presents information regarding our available-for-sale fixed maturities that
were in an unrealized loss position at December 31, 2007 by contractual maturity:
|
|
|
|
|
|
|
|
|
Contractual Maturities |
|
Amortized |
|
|
Fair |
|
($ in millions) |
|
Cost |
|
|
Value |
|
One year or less |
|
$ |
91.7 |
|
|
|
90.1 |
|
Due after one year through five years |
|
|
373.4 |
|
|
|
365.0 |
|
Due after five years through ten years |
|
|
233.7 |
|
|
|
223.2 |
|
Due after ten years through fifteen years |
|
|
40.2 |
|
|
|
36.9 |
|
Due after fifteen years |
|
|
34.6 |
|
|
|
33.1 |
|
|
|
|
|
|
|
|
Total |
|
$ |
773.6 |
|
|
|
748.3 |
|
|
|
|
|
|
|
|
57
Investment Outlook
As we look forward, we see a number of risks that could contribute to an extended period of
uncertainty and volatility in the financial markets. Recession fears abound and negative economic
predictions are increasingly more common. We foresee no stabilizing signs in the U.S. housing
market. Declining home prices are seemingly already affecting retail sales and other consumer
discretionary spending. A return to a more normally functioning housing market may not truly occur
until the securitization markets start to properly function again. We are encouraged by signs
pointing to a possible mortgage refinance wave that could occur in 2008 as interest rates and
mortgage rates have declined. However, we believe the post-credit bubble effects will continue to
keep volatility high in the financial markets for some time. Another concern is whether a
financial market malaise will result in a global recession. Given the surge in prices of oil and
other commodities, pricing inflation also remains a risk.
Our fixed income focus will be to seek high quality securities to reduce portfolio volatility and
to maximize aftertax investment yield. This will entail maintaining a fairly elevated level of
new purchase allocations to municipal securities, as they present attractive relative value on a
taxable equivalent yield basis. Volatility, downgrades, and a lack of market liquidity in ABS and
CMBS may also present some interesting opportunities in those sectors, as new issue volumes are
expected to be down by well over 25% or more by some estimates. The volatility in this sector is
not expected to end soon as leveraged positions in structured bonds are unwound. Nonetheless, we
expect that further Federal Reserve rate cuts may certainly aid the markets in 2008; although
additional cuts could further weaken the U.S. dollar, which could have a far-reaching negative
impact in the U.S. financial markets.
Considering all the volatility in the equity market, we are even more cautious now than we were in
late 2007. We will continue to manage through this period of uncertainty by investing in companies
with more defensive characteristics, such as solid free cash flow, exposure to secular growth
themes, strong balance sheets and reasonable valuations. Other considerations are favorable
long-term corporate performance and attractive relative historical valuations.
Our outlook for the alternative investment strategy continues to be positive over the longer-term.
In the near term, we expect the current credit crisis to slow the pace of merger and acquisitions,
as potential buyers no longer have access to large quantities of debt with favorable credit terms.
This will reduce the return that many private equity sponsors have been able to realize over the
past few years. Therefore, we expect a slowdown in deal activity and a reduction in distributions
to private equity investors.
Diversified Insurance Services Segment
The Diversified Insurance Services operations include two core functions: (i) human resource
administration outsourcing (HR Outsourcing); and (ii) flood insurance. We believe these
operations are in markets that continue to offer growth opportunities. During 2007, these
operations provided a contribution of $0.22 per diluted share, compared to $0.19 per diluted share
in 2006. Contributions from the Diversified Insurance Services segment, particularly the flood
business, continue to provide some mitigation of insurance pricing cycles and the adverse impact
that catastrophe losses have on our Insurance Operations segment. We evaluate the performance of
these operations based on several measures, including, but not limited to, results of operations in
accordance with GAAP, with a focus on our return on revenue (net income divided by revenues). The
results for this segments continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
HR Outsourcing |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
59,109 |
|
|
|
63,322 |
|
|
|
60,227 |
|
Pre-tax profit (loss) |
|
|
3,993 |
|
|
|
4,810 |
|
|
|
3,793 |
|
Flood Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
47,842 |
|
|
|
41,522 |
|
|
|
34,320 |
|
Pre-tax profit |
|
|
10,360 |
|
|
|
10,167 |
|
|
|
9,060 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
8,615 |
|
|
|
5,682 |
|
|
|
4,164 |
|
Pre-tax profit |
|
|
4,270 |
|
|
|
2,831 |
|
|
|
1,940 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from continuing operations |
|
|
115,566 |
|
|
|
110,526 |
|
|
|
98,711 |
|
Pre-tax profit from continuing operations |
|
|
18,623 |
|
|
|
17,808 |
|
|
|
14,793 |
|
After-tax profit from continuing operations |
|
|
12,355 |
|
|
|
11,848 |
|
|
|
9,844 |
|
After-tax return on revenue |
|
|
10.7 |
% |
|
|
10.7 |
% |
|
|
10.0 |
% |
58
HR Outsourcing
|
|
|
HR Outsourcing revenue declined in 2007 compared to 2006 and 2005, primarily as a
result of a reduction in worksite lives. As of December 31, 2007, our worksite lives
were down 7% to 25,111 compared to 26,952 as of December 31, 2006 and 23,974 as of
December 31, 2005, resulting from recent economic trends as well as the sale, in the
third quarter of 2007, of two large HR Outsourcing clients to companies that manage
their payroll and human resources activities in-house. The increase in worksite lives
in 2006 compared to 2005 is mainly due to the unveiling of the new marketing strategy
and a new agent commission structure for our human resources outsourcing product during
the first quarter of 2006. We refer to this product as our employer protection program
(EPP), which is designed to assist business owners in managing the risk of
employer-related liabilities. |
|
|
|
Pre-tax profit decreased in our HR Outsourcing business in 2007 compared to 2006
mainly due to pricing pressure on our workers compensation product and the reduced
level of worksite lives as mentioned above. In the fourth quarter of 2007, we reduced
our internal workforce at this operation by 11% to better align expenses with
production. Pre-tax profit increased in 2006 compared to 2005 mainly due to higher
margins, particularly on our workers compensation business, and an increase in our
number of worksite lives as mentioned above. |
Flood Insurance
|
|
|
Our Flood revenues are primarily derived from two activities: (i) fees associated
with servicing policy premium; and (ii) fees associated with handling claims. Revenue
increases of 15% in 2007 compared to 2006 and 21% in 2006 compared to 2005 were mainly
attributable to the increase in servicing flood premium in force, which increased 19%
to $141.9 million at December 31, 2007 compared to 2006 and 27% to $119.2 million at
December 31, 2006 compared to 2005. The increases in premiums were not fully realized
in revenues as the fee paid to us by the National Flood Insurance Program (NFIP)
decreased 0.6 points to 30.2% from 30.8%, which was effective for the NFIPs fiscal
year beginning on October 1, 2006. This fee structure is still in place as of December
31, 2007. The fee arrangement for 2008 is still under review. In addition, our
revenues associated with handling flood claims were $1.6 million in 2007 compared to
$1.8 million in 2006 and $3.6 million in 2005. |
|
|
|
The fluctuations in pre-tax profit, which increased $0.2 million in 2007 compared to
2006 and increased $1.1 million in 2006 compared to 2005, were driven by the revenue
items noted above. |
In December 2005, we divested ourselves of our 100% ownership in CHN Solutions (Alta Services, LLC
and Consumer Health Network Plus, LLC), which had historically been reported as part of the managed
care component of the Diversified Insurance Services segment. These companies were sold for
approximately $16 million in proceeds at an after-tax net loss of approximately $2.6 million. For
further information regarding this divestiture, see Note 15 in Item 8. Financial Statements and
Supplementary Data of this Form 10-K.
Diversified Insurance Services Outlook
Our HR Outsourcing products, primarily the EPP, offer an additional revenue stream for our
independent agents. Since unveiling the EPP during the first quarter 2006, agents have gained a
better understanding of the HR Outsourcing product. Despite this, consistent with trends in the
professional employer industry that are pointing to flat to negative growth in worksite lives and
the current economy, we expect our client sales to continue to be difficult. We also have two
issues in Florida, where we derive 29% of our co-employer service fees. First, the economy is
struggling and, second, workers compensation rates have been reduced by the regulators by 18.4% for
2008, after a 15.7% rate decrease that was effective January 1, 2007 for voluntary industrial
classes. Consequently, we only expect marginal growth in the number of worksite lives during 2008.
The viability of the NFIPs reinsurance program under the Write-Your-Own (WYO) Program is an
essential component of our Diversified Insurance Services operations. In 2005, the destruction
caused by the active hurricane season stressed the NFIP with excessive levels of flood losses. We
continue to monitor developments with the NFIP regarding its ability to pay claims in the event of
another large-scale disaster. Congress controls the federal agencys funding authority, which was
exceeded after Hurricane Katrina, and is again nearing maximum capacity. Bills are pending in the
House and Senate that could impact the NFIP. These bills contain substantial legislative changes
and revisions to the NFIP and WYO Program, some of which may be favorable and some of which may be
unfavorable for us. It is uncertain, at present, what the net impact to us may be if the
legislation is passed. During 2008, the NFIP also is expected to further decrease the fee paid to
us by 0.5 points to 29.7%, which could put some pressure on future margin levels. The current
program is also being reevaluated to include a cap on claim fees paid by the NFIP. While the final
outcome of this legislation is unknown, this cap could impact the ultimate claim fee that we
receive in the event that there is a large catastrophe in an area in which we are geographically
concentrated.
59
Financial Condition, Liquidity and Capital Resources
Capital resources and liquidity represent our overall financial strength and 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
Liquidity is a measure of our ability to generate sufficient cash flows to meet the short-term and
long-term cash requirements of our business operations. Our cash and short-term investments
position remained relatively flat at $198.6 million at December 31, 2007 compared to $203.5 million
at December 31, 2006. Sources of cash consist of dividends from our subsidiaries, the issuance of
debt and equity securities, as well as the sale of Common Stock under our employee and agent stock
purchase plans. However, our ability to receive dividends from our subsidiaries is restricted.
Dividends from our Insurance Subsidiaries are subject to the approval and/or review of the
insurance regulators in the respective domiciliary states of the Insurance Subsidiaries under
insurance holding company acts, and are generally payable only from earned surplus as reported in
the statutory annual statements of those subsidiaries as of the preceding December 31. Based on
the 2007 unaudited statutory financial statements, the Insurance Subsidiaries are permitted to pay
to Selective Insurance Group, Inc. ordinary dividends in the aggregate amount of approximately
$139.4 million in 2008. For additional information regarding dividend restrictions, refer to Note
9, Indebtedness and Note 10, Stockholders Equity in Item 8. Financial Statements and
Supplementary Data of this Form 10-K.
Our Insurance Subsidiaries generate cash flows primarily from 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. To provide liquidity while maintaining consistent investment
performance, we ladder our fixed maturity investments so that some issues are always approaching
maturity and provide a source of predictable cash flow for claim payments in the ordinary course of
business. The duration of the fixed maturity portfolio, including short-term investments, was 3.9
years as of December 31, 2007, while the liabilities of our Insurance Subsidiaries have a duration
of 3.4 years. In addition, the Insurance Subsidiaries purchase reinsurance coverage for protection
against any significantly large claims or catastrophes that may occur during the year.
We have a syndicated line of credit agreement with Wachovia Bank, National Association as
administrative agent. Under this agreement, we have access to a $50 million credit facility, which
can be increased to $75 million with the consent of all lending parties. At December 31, 2007, no
balances were outstanding under this credit facility.
Selective HR Solutions (Selective HR), our HR Outsourcing business, generates cash flows from its
operations. Dividends from Selective HR are restricted by the operating needs of this entity as
well as professional employer organization licensing requirements to maintain a current ratio of at
least 1:1. The current ratio, which Selective HR generally maintains just above 1:1, provides an
indication of a companys ability to meet its short-term obligations and is calculated by dividing
current assets by current liabilities. Selective HR provided dividends to Selective Insurance
Group, Inc. of $4.1 million in 2007 and $4.2 million in 2006.
Dividends on shares of our Common Stock are declared and paid at the discretion of our Board of
Directors based on our operating results, financial condition, capital requirements, contractual
restrictions, and other relevant factors. Our ability to declare dividends is restricted by
covenants contained in the notes payable we issued on May 4, 2000 (the 2000 Senior Notes). All
such covenants were met during 2007 and 2006. For further information regarding our notes payable,
see Note 9, Indebtedness, included in Item 8. Financial Statements and Supplementary Data of
this Form 10-K. At December 31, 2007, the amount available for dividends to holders of our Common
Stock, in accordance with the restrictions of the 2000 Senior Notes, was $336.0 million. On
January 30, 2007, our Board of Directors declared a two-for-one stock split of our Common Stock, in
the form of a share dividend of one additional share of Common Stock for each outstanding share of
Common Stock (the Share Dividend). The Share Dividend was paid on February 20, 2007 to
stockholders of record as of the close of business on February 13, 2007. The effect of the Share
Dividend has been recognized retroactively in all share and per share data, as well as the capital
stock account balances, in the accompanying Consolidated Financial Statements, Notes to
Consolidated Financial Statements and supplemental financial data. Book value per share increased
to $19.81 as of December 31, 2007 compared to $18.81 as of December 31, 2006. Our ability to
continue to pay dividends to our stockholders is also dependent in large part on the ability of our
Insurance Subsidiaries and the subsidiaries in our Diversified Insurance Services segment to pay
dividends. Restrictions on the ability of our subsidiaries, particularly the Insurance
Subsidiaries, to declare and pay dividends, could materially affect our ability to pay principal
and interest on indebtedness and dividends on Common Stock.
60
We have historically met our liquidity requirements through dividends from our subsidiaries and by
issuing debt and equity securities. We expect to meet our liquidity requirements by these sources
in the future. The Insurance Subsidiaries have historically met their liquidity requirements from
insurance premiums and investment income. These items have historically provided more than
sufficient funds to pay losses, operating expenses, and dividends.
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
December 31, 2007, we had stockholders equity of $1,076.0 million and total debt of $295.1
million. In addition, we have an irrevocable trust valued at $13.2 million to provide for the
repayment of notes having maturities in 2008.
Our cash requirements include, but are not limited to, principal and interest payments on senior
convertible notes, various notes payable and convertible subordinated debentures, dividends to
stockholders, payment of claims, the purchase of investments and capital expenditures, as well as
other operating expenses, which include agents commissions, labor costs, premium taxes, general
and administrative expenses, and income taxes. For further details regarding our cash
requirements, refer to the section below titled Contractual Obligations and Contingent Liabilities
and Commitments.
As active capital managers, 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 a 25% debt-to-capital ratio and a premiums to
surplus ratio sufficient to maintain an A+ (Superior) financial strength A.M. Best rating for our
Insurance Subsidiaries. Based on our analysis and market conditions, we may take a variety of
actions, including, but not limited to, contributing capital to our subsidiaries in our Insurance
Operations and Diversified Insurance Services segments, issuing additional debt and/or equity
securities, repurchasing shares of our Common Stock, or increasing stockholders dividends. The
following are a few examples of capital management actions we have taken during 2007:
|
|
|
On March 8, 2007, Selective Insurance Group, Inc. entered into a written trading plan
under Rule 10b5-1 under the Securities Exchange Act of 1934 (Trading Plan) with a broker
to facilitate the purchase of our Common Stock. Rule 10b5-1 allows a company to purchase
its shares at times when it ordinarily would not be in the market because of self-imposed
trading blackout periods, such as the time preceding its quarterly earnings releases. |
|
|
|
On July 24, 2007, the Board of Directors authorized a new stock repurchase program for
up to 4 million shares, which expires on July 26, 2009. |
|
|
|
In 2007, we repurchased approximately 5.7 million shares for $143.3 million under our
previous and current share repurchase programs. |
|
|
|
On October 23, 2007, the Board of Directors declared, for stockholders of record as of
November 15, 2007, a dividend of $0.13 per share, an 8% increase from the previous quarter,
which was paid on December 3, 2007. |
|
|
|
In the fourth quarter of 2007, we called for redemption the remaining Senior Convertible
Notes that were scheduled to mature on September 24, 2032. For additional information
regarding the settlement of this debt, see Note 9, Indebtedness in Item 8. Financial
Statements and Supplementary Data of this Form 10-K. |
Off-Balance Sheet Arrangements
At December 31, 2007 and December 31, 2006, we did not have any relationships with unconsolidated
entities or financial partnerships, such as 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 financing, liquidity, market, or credit risk that could arise if we had
engaged in such relationships.
61
Contractual Obligations and Contingent Liabilities and Commitments
As discussed in Net Loss and Loss Expense Reserves in Item 1. Business. of this Form 10-K, we
maintain case reserves and estimates of reserves for losses and loss expenses incurred but not yet
reported (IBNR), in accordance with industry practice. Using generally accepted actuarial
reserving techniques, we project our estimate of ultimate losses and loss expenses at each
reporting date. Included within the estimate of ultimate losses and loss expenses are case
reserves, which are analyzed on a case-by-case basis by the type of claim involved, the
circumstances surrounding each claim, and the policy provisions relating to the type of losses.
The difference between: (i) projected ultimate loss and loss expense reserves; and (ii) case loss
reserves and loss expense reserves thereon are carried as the IBNR reserve. A range of possible
reserves is determined annually and considered in addition to the most recent loss trends and other
factors in establishing reserves for each reporting period. Based on the consideration of the
range of possible reserves, recent loss trends and other factors, IBNR is established and the
ultimate net liability for losses and loss expenses is determined. Such an assessment requires
considerable judgment given that it is frequently not possible to determine whether a change in the
data is an anomaly until sometime after the event. Even if a change is determined to be permanent,
it is not always possible to reliably determine the extent of the change until sometime later. As
a result, there is no precise method for subsequently evaluating the impact of any specific factor
on the adequacy of reserves because the eventual deficiency or redundancy is affected by many
factors.
Given that the loss and loss expense reserves are estimates as described above and in more detail
under the Critical Accounting Policies and Estimates section of Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations, of this Form 10-K, the payment of
actual losses and loss expenses is generally not fixed as to amount or timing. Due to this
uncertainty, financial accounting standards prohibit us from discounting these reserves to their
present value. Additionally, estimated losses as of the financial statement date do not consider
the impact of estimated losses from future business. Therefore, the projected settlement of the
reserves for net loss and loss expenses will differ, perhaps significantly, from actual future
payments.
The information in the Contractual Obligations table below relating to loss and loss expense
payments is presented in accordance with reporting requirements of the SEC. These projected paid
amounts by year are estimates based on past experience, adjusted for the effects of current
developments and anticipated trends, and include considerable judgment. There is no precise method
for evaluating the impact of any specific factor on the projected timing of when loss and loss
expense reserves will be paid and as a result, the timing and amounts of the actual payments will
be affected by many factors. Care must be taken to avoid misinterpretation by those unfamiliar
with this information or familiar with other data commonly reported by the insurance industry. As
was noted above, for further information regarding the uncertainty associated with loss and loss
expense reserves see the Critical Accounting Policies and Estimates section of Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations of this
Form 10-K.
Our future cash payments associated with contractual obligations pursuant to operating leases for
office space and equipment, senior convertible notes, convertible subordinated debentures, notes
payable, interest on debt obligations, and loss and loss expenses as of December 31, 2007 are
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual obligations |
|
Payment due by period |
|
|
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
More than |
|
($ in millions) |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
Operating leases |
|
$ |
25.3 |
|
|
|
8.6 |
|
|
|
10.5 |
|
|
|
4.5 |
|
|
|
1.7 |
|
Senior convertible notes |
|
|
8.7 |
|
|
|
8.7 |
|
|
| |
|
|
| |
|
|
| |
|
Notes payable 1 |
|
|
286.9 |
|
|
|
12.3 |
|
|
|
24.6 |
|
|
| |
|
|
|
250.0 |
|
Interest on debt obligations |
|
|
731.2 |
|
|
|
20.6 |
|
|
|
37.8 |
|
|
|
35.6 |
|
|
|
637.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
$ |
1,052.1 |
|
|
|
50.2 |
|
|
|
72.9 |
|
|
|
40.1 |
|
|
|
888.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loss and loss expense payments |
|
|
2,542.5 |
|
|
|
655.5 |
|
|
|
846.7 |
|
|
|
395.8 |
|
|
|
644.5 |
|
Ceded loss and loss expense payments |
|
|
227.8 |
|
|
|
47.9 |
|
|
|
52.4 |
|
|
|
28.4 |
|
|
|
99.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense payments |
|
|
2,314.7 |
|
|
|
607.6 |
|
|
|
794.3 |
|
|
|
367.4 |
|
|
|
545.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,366.8 |
|
|
|
657.8 |
|
|
|
867.2 |
|
|
|
407.5 |
|
|
|
1,434.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Selective has an irrevocable trust to provide for the repayment of certain debt obligations with a
market value of $13.2 million as of December 31, 2007. |
See Liquidity section of Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations for a discussion of our syndicated line of credit agreement.
62
At December 31, 2007, we have contractual obligations that expire at various dates through 2022 to
invest up to an additional $129.8 million in alternative investments. There is no certainty that
any such additional investment will be required. We have issued no material guarantees on behalf
of others and have no trading activities involving non-exchange traded contracts accounted for at
fair value. We have no material transactions with related parties other than those disclosed in
Note 18, Related Party Transactions included in Item 8. Financial Statements and Supplementary
Data of this Form 10-K.
Ratings
We are rated by major rating agencies, which provide opinions of 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, which
currently rates us A+ (Superior), their second highest of fifteen ratings, and has been our
rating for 46 consecutive years. The financial strength reflected by our A.M. Best rating is a
competitive advantage in the marketplace and influences where independent insurance agents place
their business. A downgrade from A.M. Best, could: (i) affect our ability to write new business
with customers and/or agents, 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; (ii) be an
event of default under our line of credit; or (iii) make it more expensive for us to access capital
markets. In the third quarter of 2007, S&Ps Insurance Rating Services (S&P) reaffirmed our
financial strength rating of A+. S&Ps reaffirmation cites our strong competitive position with
close ties to our agents, strong operating performance, very strong operating company
capitalization, and good financial flexibility. During the third quarter of 2006, Moodys elevated
their outlook regarding Selective to positive. The financial strength of our insurance business
has been rated, A2 by Moodys since 2001 and A+ by Fitch Ratings since 2004. Our Moodys and
S&P financial strength ratings affect our ability to access capital markets, and our interest rate
under our line of credit varies based upon Selective Insurance Group Inc.s debt ratings from
Moodys and S&P. 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. We review our financial debt
agreements for any potential rating triggers that could dictate a material change in terms if our
credit ratings were to change.
Federal Income Taxes
The following table presents our taxable income, pre-tax financial statement income, and net
deferred tax (liability) asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current taxable income from continuing operations |
|
$ |
157.1 |
|
|
|
151.5 |
|
|
|
167.6 |
|
Pre-tax financial statement income from
continuing operations |
|
|
192.8 |
|
|
|
220.5 |
|
|
|
202.8 |
|
Net deferred tax asset (liability) |
|
|
22.4 |
|
|
|
15.4 |
|
|
|
(5.7 |
) |
Total federal income tax expense was $46.3 million in 2007 compared to $56.9 million in 2006 and
$55.3 million in 2005. The effective tax rate for 2007 was 24.0% compared to 25.8% for 2006 and
27.3% for 2005. Our effective tax rate differs from the federal corporate rate of 35% primarily as
a result of tax-advantaged investment income. The decline in underwriting profits and the
resulting higher ratio of net investment income to total book income before tax contributed to the
1.8% decrease in the effective tax rate from 2006 to 2007. The 1.5% decrease in the effective tax
rate from 2005 to 2006 is mainly attributable to the increase in the tax advantaged securities
within our investment portfolio and the settlement of an IRS audit.
We have a net deferred tax asset of $22.4 million at December 31, 2007 compared with a deferred tax
asset of $15.4 million at December 31, 2006. This change is primarily due to temporary differences
relating to the conversion and redemption of the convertible debt, the deferred impact of
underwriting results and a reduction in unrealized gains in the investment portfolio offset by
pension and accelerated depreciation.
Adoption of Accounting Pronouncements
For information concerning the adoption of accounting pronouncements and new accounting
pronouncements that have been issued but not yet adopted, see Item 8. Financial Statements and
Supplementary Data. Note 3 to the Consolidated Financial Statements.
63
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The fair value of Selectives assets and liabilities are subject to market risk, primarily interest
rate, credit risk and equity price risk related to Selectives investment portfolio. Selectives
investment portfolio is comprised of securities categorized as available for sale or held to
maturity in accordance with the Statement of Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities, issued by the Financial Accounting
Standards Board (FAS 115), with no investment in securities categorized as trading. Selective
does not hold derivative or commodity investments. Foreign investments are made on a limited
basis, and all fixed maturity transactions are denominated in U.S. currency. Selective has minimal
foreign currency fluctuation risk on certain equity securities.
Selectives investment philosophy includes setting certain return objectives relating to the equity
and fixed maturity portfolios as well as risk objectives relating to the overall portfolio. The
return objective of the equity portfolio is to meet or exceed a weighted-average benchmark of
public equity indices. The primary return objective of the fixed maturity portfolio is to maximize
after-tax investment yield and income while balancing certain risk objectives, with a secondary
objective of meeting or exceeding a weighted-average benchmark of public fixed income indices. The
risk objectives for all portfolios are to ensure investments are being structured conservatively,
focusing on: (i) asset diversification; (ii) investment quality; (iii) liquidity, particularly to
meet the cash obligations of the insurance operations; (iv) consideration of taxes; and (v)
preservation of capital. As of December 31, 2007, the mix of Selectives investment portfolio was
83% fixed maturity securities, 7% equity securities, 5% short-term investments, and 5% other
investments.
During 2007, portions of our investment portfolio were adversely affected by events and
developments in the capital markets, including decreased market liquidity for certain invested
assets, market perception of increased credit risk with respect to the types of securities held in
Selectives portfolio, and the corresponding credit spread-widening with respect to our invested
assets.
Interest Rate Risk
In connection with the Insurance Subsidiaries, Selective invests in interest rate sensitive
securities, mainly fixed maturity securities. Selectives fixed maturity portfolio is comprised of
primarily investment grade (investments receiving S&P or an equivalent rating of BBB- or above)
corporate securities, U.S. government and agency securities, municipal obligations, and
mortgage-backed securities. Selectives strategy to manage interest rate risk is to purchase
intermediate-term fixed maturity investments that are attractively priced in relation to perceived
credit risks. Selectives fixed maturity securities include both available-for-sale and
held-to-maturity securities in accordance with FAS 115. Fixed maturity securities that are not
classified as either held-to-maturity securities or trading securities are classified as
available-for-sale securities and reported at fair value, with unrealized gains and losses excluded
from earnings and reported as a separate component of stockholders equity. Those fixed maturity
securities that Selective has the ability and positive intent to hold to maturity are classified as
held-to-maturity and carried at amortized cost.
Selective generally manages its interest rate risk associated with its portfolio of fixed maturity
investments by monitoring the average duration of the portfolio, which allows Selective to achieve
an adequate yield without subjecting the portfolio to an unreasonable level of interest rate risk.
Increases and decreases in prevailing interest rates generally translate, respectively, into
decreases and increases in fair values of fixed maturity investments. Fair values of interest rate
sensitive instruments also may be affected by the credit worthiness of the issuer, prepayment
options, relative values of other investments, the liquidity of the instrument, and other general
market conditions. At December 31, 2007, 95% of Selectives fixed maturity portfolio (excluding
short-term investments) had a maturity of 10 years or less, and the average duration was 4.2 years.
Based on its fixed maturity securities asset allocation and security selection process, Selective
believes that its fixed maturity portfolio is not overly prone to prepayment or extension risk.
Selective uses interest rate sensitivity analysis to measure the potential loss or gain in future
earnings, fair values, or cash flows of market sensitive fixed maturity securities and preferred
stock. The sensitivity analysis hypothetically assumes a parallel 200 basis point shift in
interest rates up and down in 100 basis point increments within one year from the date of the
Consolidated Financial Statements. Selective uses fair values to measure its potential loss.
This analysis is not intended to provide a precise forecast of the effect of changes in market
interest rates and equity prices on Selectives income or stockholders equity. Further, the
calculations do not take into account any actions Selective may take in response to market
fluctuations.
64
The following table presents the sensitivity analysis of each component of market risk as of
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
Interest Rate Shift in Basis Points |
|
($ in millions) |
|
-200 |
|
|
-100 |
|
|
0 |
|
|
100 |
|
|
200 |
|
Fair value of fixed maturity securities portfolio |
|
|
3,340.9 |
|
|
|
3,210.2 |
|
|
|
3,079.5 |
|
|
|
2,951.0 |
|
|
|
2,822.5 |
|
Fair value change |
|
|
261.4 |
|
|
|
130.7 |
|
|
| |
|
|
|
(128.5 |
) |
|
|
(257.0 |
) |
Fair value change from base (%) |
|
|
8.5 |
% |
|
|
4.2 |
% |
|
|
|
% |
|
|
(4.2 |
)% |
|
|
(8.3 |
)% |
Credit Risk
Credit quality of the fixed maturity portfolio continues to remain high, with the weighted average
credit rating of the portfolio at AA+. Exposure to non-investment grade bonds remains at a low
absolute level, composing less than 1% of the total fixed maturity portfolio. Selective only has
three non-investment grade rated securities in the portfolio with a fair value of $10.1 million and
an unrealized loss of $0.3 million. As of December 31, 2007, no single fixed maturity security is
rated below BB.
However, Selectives investment portfolio includes certain classes of assets, such as Residential
Asset Backed Securities (RABS) and Residential Mortgage Backed Securities (RMBS), which have
been affected by the current market conditions related to the sub-prime crisis. The RMBS and RABS
portfolio represents 14% of our total fixed maturity portfolio and consists entirely of investment
grade securities with 96% of the portfolio rated AAA and only 1% rated A or below. Agency
securities backed by various federal agencies represent approximately 50% of Selectives RMBS and
RABS. Loan to Value (LTV) ratios and FICO score statistics are important in our initial as well
as ongoing analysis of this portfolio. 99% of the non-agency securities have current LTV ratios of
80% and below and 94% have FICO scores above 700 with only 1% where FICO scores are below 650. In
addition, we have no sub-prime reset risk in the RMBS or RABS portfolio. Despite the portfolios
high quality, current market conditions reduced the liquidity of the RMBS and RABS securities,
which in turn resulted in some volatility in their fair value. As of December 31, 2007,
Selectives RMBS and RABS portfolio has a fair value of $440.6 million with unrealized losses of
$3.8 million. Selective continues to evaluate underlying credit quality within this portfolio and
believes that current fair value fluctuations are reflective of temporary market dislocation. As
long term, income-oriented investors, Selective remains comfortable with the credit risk in these
securities.
Residual effects of the current market conditions may also affect other parts of Selectives
portfolio; such as bonds and equity investments in financial institutions and certain other
invested assets. For example, as of December 31, 2007, the market value of Selectives Commercial
Mortgage Backed Securities (CMBS) portfolio is $284.4 million with unrealized losses of $4.6
million. The CMBS portfolio makes up 9% of our total fixed maturity portfolio and consists
primarily of highly rated securities with 92% of CMBS securities rated above A and only 2% rated
below investment grade as of December 31, 2007. In addition, agency securities backed by various
federal agencies represent approximately 17% of Selectives CMBS portfolio.
During 2007, our RMBS, RABS, and CMBS portfolios experienced no ratings downgrades which is in part
a result of the high credit quality of the underlying collateral and stringent pre-purchase
analysis and due diligence. Based on Selectives fixed maturity portfolio asset allocation and
security selection process, Selective believes that its fixed maturity portfolio is not overly
prone to significant credit risk and Selective does not believe that the fair value fluctuations
noted above will result in material changes to the value of our overall invested assets.
Equity Price Risk
Selectives equity securities are classified as available for sale in accordance with FAS 115. The
Companys equity securities portfolio is exposed to equity price risk arising from potential
volatility in equity market prices. Selective attempts to minimize the exposure to equity price
risk by maintaining a diversified portfolio and limiting concentrations in any one company or
industry. The sensitivity analysis hypothetically assumes a 20% change in equity prices up and
down in 10% increments at December 31, 2007. In the analysis, Selective includes investments in
equity securities. The following table presents the hypothetical increases and decreases in market
value of the equity portfolio as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
Change in Equity Values in Percent |
|
|
|
-20% |
|
|
-10% |
|
|
0% |
|
|
10% |
|
|
20% |
|
Fair value of equity portfolio |
|
|
219.8 |
|
|
|
247.2 |
|
|
|
274.7 |
|
|
|
302.2 |
|
|
|
329.6 |
|
Fair value change |
|
|
(54.9 |
) |
|
|
(27.5 |
) |
|
| |
|
|
|
27.5 |
|
|
|
54.9 |
|
65
Indebtedness
(a) Long-Term Debt. As of December 31, 2007, Selective had outstanding long-term debt of $295.1
million that mature as shown on the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
Year of |
|
|
Carrying |
|
|
Fair |
|
(in thousands) |
|
Maturity |
|
|
Amount |
|
|
Value |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
8.87% Senior Notes Series B |
|
|
2010 |
|
|
|
36,900 |
|
|
|
37,990 |
|
7.25% Senior Notes |
|
|
2034 |
|
|
|
49,891 |
|
|
|
52,080 |
|
6.70% Senior Notes |
|
|
2035 |
|
|
|
99,360 |
|
|
|
90,000 |
|
7.50% Junior Subordinated Notes |
|
|
2066 |
|
|
|
100,000 |
|
|
|
85,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable |
|
|
|
|
|
|
286,151 |
|
|
|
265,070 |
|
Senior convertible notes |
|
|
2032 |
|
|
|
8,740 |
|
|
|
13,853 |
|
Convertible subordinated debentures |
|
|
2008 |
|
|
|
176 |
|
|
|
1,143 |
|
The weighted average effective interest rate for Selectives outstanding long-term debt is 7.26%.
Selective is not exposed to material changes in interest rates because the interest rates are fixed
on its long-term indebtedness.
(b) Short-Term Debt. During 2007, Selective had a syndicated line of credit agreement with
Wachovia Bank, National Association, as administrative agent. Under this agreement, Selective has
access to a $50 million credit facility, which can be increased to $75 million with the consent of
all lending parties. Selective accessed $6 million from the facility during 2007 at the London
Interbank Offered Rate. At December 31, 2007, there were no balances outstanding under the
facility.
66
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Selective Insurance Group, Inc.:
We have audited the accompanying consolidated balance sheets of Selective Insurance Group, Inc. and
its subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of
income, stockholders equity, and cash flows for each of the years in the three-year period ended
December 31, 2007. In connection with our audits of the consolidated financial statements, we also
have audited financial statement schedules I to VI. These consolidated financial statements and
financial statement schedules are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Selective Insurance Group, Inc. and its subsidiaries
as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedules,
when considered in relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
As discussed in Note 2 to the Consolidated Financial Statements, in 2006 the Company changed its
definition of cash equivalents for presentation in the statement of cash flows and, in 2005,
changed its method of accounting for share-based payments.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Selective Insurance Group, Inc.s internal control over
financial reporting as of December 31, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 27, 2008 expressed an unqualified opinion on the
effectiveness of the Companys internal control over financial reporting.
/s/ KPMG LLP
New York, New York
February 27, 2008
67
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
(in thousands, except share amounts) |
|
2007 |
|
|
2006 |
|
ASSETS
Investments: |
|
|
|
|
|
|
|
|
Fixed
maturity securities, held-to-maturity at amortized cost
(fair value: $5,927 2007; $10,073 2006) |
|
$ |
5,783 |
|
|
|
9,822 |
|
Fixed
maturity securities, available-for-sale at fair value
(amortized cost: $3,049,913 2007; $2,916,884 2006) |
|
|
3,073,547 |
|
|
|
2,937,100 |
|
Equity
securities, available-for-sale at fair value
(cost of: $160,390 2007; $157,864 2006) |
|
|
274,705 |
|
|
|
307,376 |
|
Short-term investments (at cost which approximates fair value) |
|
|
190,167 |
|
|
|
197,019 |
|
Other investments |
|
|
188,827 |
|
|
|
144,785 |
|
|
|
|
|
|
|
|
Total investments (Note 4) |
|
|
3,733,029 |
|
|
|
3,596,102 |
|
Cash and cash equivalents |
|
|
8,383 |
|
|
|
6,443 |
|
Interest and dividends due or accrued |
|
|
36,141 |
|
|
|
34,846 |
|
Premiums receivable, net of allowance for uncollectible
accounts of: $3,905 2007; $3,229 2006 |
|
|
496,363 |
|
|
|
458,452 |
|
Other trade receivables, net of allowance for uncollectible
accounts of: $244 2007; $255 2006 |
|
|
21,875 |
|
|
|
21,388 |
|
Reinsurance recoverable on paid losses and loss expenses |
|
|
7,429 |
|
|
|
4,693 |
|
Reinsurance recoverable on unpaid losses and loss expenses (Note 7) |
|
|
227,801 |
|
|
|
199,738 |
|
Prepaid reinsurance premiums (Note 7) |
|
|
82,182 |
|
|
|
69,935 |
|
Current federal income tax |
|
|
4,235 |
|
|
|
468 |
|
Deferred federal income tax (Note 14) |
|
|
22,375 |
|
|
|
15,445 |
|
Property and Equipment at cost, net of accumulated
depreciation and amortization of: $117,832 2007; $103,660 2006 |
|
|
58,561 |
|
|
|
59,004 |
|
Deferred policy acquisition costs (Note 2i) |
|
|
226,434 |
|
|
|
218,103 |
|
Goodwill (Note 2j) |
|
|
33,637 |
|
|
|
33,637 |
|
Other assets |
|
|
43,547 |
|
|
|
49,451 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,001,992 |
|
|
|
4,767,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Reserve for losses (Note 8) |
|
$ |
2,182,572 |
|
|
|
1,959,485 |
|
Reserve for loss expenses (Note 8) |
|
|
359,975 |
|
|
|
329,285 |
|
Unearned premiums |
|
|
841,348 |
|
|
|
791,540 |
|
Senior convertible notes (Note 9) |
|
|
8,740 |
|
|
|
57,413 |
|
Notes payable (Note 9) |
|
|
286,151 |
|
|
|
304,424 |
|
Commissions payable |
|
|
60,178 |
|
|
|
54,814 |
|
Accrued salaries and benefits |
|
|
88,079 |
|
|
|
94,560 |
|
Other liabilities |
|
|
98,906 |
|
|
|
98,957 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,925,949 |
|
|
|
3,690,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (Note 10) |
|
|
|
|
|
|
|
|
Issued: 94,652,930 2007; 91,562,266 2006 |
|
|
189,306 |
|
|
|
183,124 |
|
Additional paid-in capital |
|
|
192,627 |
|
|
|
153,246 |
|
Retained earnings |
|
|
1,105,946 |
|
|
|
986,017 |
|
Accumulated other comprehensive income (Note 5) |
|
|
86,043 |
|
|
|
100,601 |
|
Treasury stock at cost (shares: 40,347,894 2007; 34,289,974 2006) |
|
|
(497,879 |
) |
|
|
(345,761 |
) |
|
|
|
|
|
|
|
Total stockholders equity (Notes 10 and 11) |
|
|
1,076,043 |
|
|
|
1,077,227 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 19 and 20) |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
5,001,992 |
|
|
|
4,767,705 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
68
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
1,554,867 |
|
|
|
1,535,961 |
|
|
|
1,459,474 |
|
Net increase in unearned premiums and prepaid reinsurance premiums |
|
|
(37,561 |
) |
|
|
(36,297 |
) |
|
|
(41,461 |
) |
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
|
1,517,306 |
|
|
|
1,499,664 |
|
|
|
1,418,013 |
|
Net investment income earned |
|
|
174,144 |
|
|
|
156,802 |
|
|
|
135,950 |
|
Net realized gains |
|
|
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
Diversified Insurance Services revenue |
|
|
115,566 |
|
|
|
110,526 |
|
|
|
98,711 |
|
Other income |
|
|
5,858 |
|
|
|
5,396 |
|
|
|
3,874 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,846,228 |
|
|
|
1,807,867 |
|
|
|
1,671,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Losses incurred |
|
|
829,524 |
|
|
|
791,955 |
|
|
|
730,618 |
|
Loss expenses incurred |
|
|
169,682 |
|
|
|
168,028 |
|
|
|
175,112 |
|
Policy acquisition costs |
|
|
497,229 |
|
|
|
478,339 |
|
|
|
437,894 |
|
Dividends to policyholders |
|
|
7,202 |
|
|
|
5,927 |
|
|
|
5,688 |
|
Interest expense |
|
|
23,795 |
|
|
|
21,411 |
|
|
|
17,582 |
|
Diversified Insurance Services expenses |
|
|
96,943 |
|
|
|
92,718 |
|
|
|
83,918 |
|
Other expenses |
|
|
29,095 |
|
|
|
28,979 |
|
|
|
17,416 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
1,653,470 |
|
|
|
1,587,357 |
|
|
|
1,468,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
|
192,758 |
|
|
|
220,510 |
|
|
|
202,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
43,046 |
|
|
|
66,717 |
|
|
|
60,130 |
|
Deferred |
|
|
3,214 |
|
|
|
(9,781 |
) |
|
|
(4,798 |
) |
|
|
|
|
|
|
|
|
|
|
Total federal income tax expense |
|
|
46,260 |
|
|
|
56,936 |
|
|
|
55,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
147,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax: $1,712 2005 |
|
| |
|
|
| |
|
|
|
3,180 |
|
Loss on disposal of discontinued operations, net of tax $(1,418) 2005 |
|
| |
|
|
| |
|
|
|
(2,634 |
) |
|
|
|
|
|
|
|
|
|
|
Total discontinued operations, net of tax |
|
| |
|
|
| |
|
|
|
546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before cumulative effect of change in accounting principle |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
147,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle, net of tax |
|
| |
|
|
| |
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,498 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income from continuing operations |
|
$ |
2.80 |
|
|
|
2.98 |
|
|
|
2.72 |
|
Basic net income from discontinued operations |
|
| |
|
|
| |
|
|
|
0.01 |
|
Basic cumulative effect of change in accounting principle |
|
| |
|
|
| |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
Basic net income |
|
$ |
2.80 |
|
|
|
2.98 |
|
|
|
2.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income from continuing operations |
|
$ |
2.59 |
|
|
|
2.65 |
|
|
|
2.33 |
|
Diluted net income from discontinued operations |
|
| |
|
|
| |
|
|
|
0.01 |
|
Diluted cumulative effect of change in accounting principle |
|
| |
|
|
| |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
Diluted net income |
|
$ |
2.59 |
|
|
|
2.65 |
|
|
|
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
$ |
0.49 |
|
|
|
0.44 |
|
|
|
0.40 |
|
See accompanying notes to consolidated financial statements.
69
Consolidated Statements of Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
$ |
183,124 |
|
|
|
|
|
|
|
173,085 |
|
|
|
|
|
|
|
169,872 |
|
|
|
|
|
Dividend reinvestment plan
(shares: 78,762 2007; 64,072 2006;
63,914 2005) |
|
|
158 |
|
|
|
|
|
|
|
128 |
|
|
|
|
|
|
|
128 |
|
|
|
|
|
Convertible debentures
(shares: 2,074,067 2007; 3,999,128 2006;
72,872 2005) |
|
|
4,148 |
|
|
|
|
|
|
|
7,998 |
|
|
|
|
|
|
|
146 |
|
|
|
|
|
Stock purchase and compensation plans
(shares: 937,835 2007; 956,520 2006;
1,469,562 2005) |
|
|
1,876 |
|
|
|
|
|
|
|
1,913 |
|
|
|
|
|
|
|
2,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
189,306 |
|
|
|
|
|
|
|
183,124 |
|
|
|
|
|
|
|
173,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
153,246 |
|
|
|
|
|
|
|
71,638 |
|
|
|
|
|
|
|
57,356 |
|
|
|
|
|
Dividend reinvestment plan |
|
|
1,708 |
|
|
|
|
|
|
|
1,604 |
|
|
|
|
|
|
|
1,441 |
|
|
|
|
|
Convertible debentures |
|
|
9,806 |
|
|
|
|
|
|
|
51,249 |
|
|
|
|
|
|
|
113 |
|
|
|
|
|
Stock purchase and compensation plans |
|
|
27,867 |
|
|
|
|
|
|
|
28,755 |
|
|
|
|
|
|
|
12,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
192,627 |
|
|
|
|
|
|
|
153,246 |
|
|
|
|
|
|
|
71,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
986,017 |
|
|
|
|
|
|
|
847,687 |
|
|
|
|
|
|
|
721,483 |
|
|
|
|
|
Net income |
|
|
146,498 |
|
|
|
146,498 |
|
|
|
163,574 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
148,493 |
|
Dividends to stockholders
($0.49 per share 2007; $0.44 per share 2006;
$0.40 per share 2005) |
|
|
(26,569 |
) |
|
|
|
|
|
|
(25,244 |
) |
|
|
|
|
|
|
(22,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
1,105,946 |
|
|
|
|
|
|
|
986,017 |
|
|
|
|
|
|
|
847,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
100,601 |
|
|
|
|
|
|
|
118,121 |
|
|
|
|
|
|
|
154,536 |
|
|
|
|
|
Other comprehensive (loss) income, (decrease)
increase in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on investment securities,
Net of deferred income tax effect of
$(10,925) 2007; $(2,031) 2006;
$(19,608) 2005 |
|
|
(20,289 |
) |
|
|
(20,289 |
) |
|
|
(3,772 |
) |
|
|
(3,772 |
) |
|
|
(36,415 |
) |
|
|
(36,415 |
) |
Defined benefit pension plans, net of deferred
income tax effect of $3,086 2007;
$(7,403) 2006 (Note 16d) |
|
|
5,731 |
|
|
|
5,731 |
|
|
|
(13,748 |
) |
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
86,043 |
|
|
|
|
|
|
|
100,601 |
|
|
|
|
|
|
|
118,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
131,940 |
|
|
|
|
|
|
|
159,802 |
|
|
|
|
|
|
|
112,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
(345,761 |
) |
|
|
|
|
|
|
(229,407 |
) |
|
|
|
|
|
|
(206,522 |
) |
|
|
|
|
Acquisition of treasury stock
(shares: 6,057,920 2007; 4,335,622 2006;
896,218 2005) |
|
|
(152,118 |
) |
|
|
|
|
|
|
(116,354 |
) |
|
|
|
|
|
|
(22,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
(497,879 |
) |
|
|
|
|
|
|
(345,761 |
) |
|
|
|
|
|
|
(229,407 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned stock compensation and notes
receivable from stock sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
(14,707 |
) |
|
|
|
|
Unearned stock compensation |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
Reclassification of unearned stock compensation |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
14,641 |
|
|
|
|
|
Amortization of deferred compensation expense
and amounts received on notes |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
1,076,043 |
|
|
|
|
|
|
|
1,077,227 |
|
|
|
|
|
|
|
981,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company 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.
See accompanying notes to consolidated financial statements.
70
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,498 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
29,139 |
|
|
|
25,684 |
|
|
|
21,380 |
|
Stock-based compensation expense |
|
|
20,992 |
|
|
|
14,524 |
|
|
|
11,361 |
|
Net realized gains |
|
|
(33,354 |
) |
|
|
(35,479 |
) |
|
|
(14,464 |
) |
Deferred tax |
|
|
3,214 |
|
|
|
(9,781 |
) |
|
|
(4,798 |
) |
Loss on disposition of discontinued operations |
|
| |
|
|
| |
|
|
|
2,634 |
|
Debt conversion inducement |
|
| |
|
|
|
2,117 |
|
|
| |
|
Cumulative effect of change in accounting principle, net of tax |
|
| |
|
|
| |
|
|
|
(495 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in reserves for losses and loss expenses, net of reinsurance recoverable
on unpaid losses and loss expenses |
|
|
227,749 |
|
|
|
223,231 |
|
|
|
249,356 |
|
Increase in unearned premiums, net of prepaid reinsurance and advance premiums |
|
|
38,346 |
|
|
|
35,708 |
|
|
|
41,430 |
|
(Decrease) increase in net federal income tax payable |
|
|
(3,767 |
) |
|
|
(2,761 |
) |
|
|
585 |
|
Increase in premiums receivable |
|
|
(37,911 |
) |
|
|
(11,232 |
) |
|
|
(35,785 |
) |
Increase in other trade receivables |
|
|
(487 |
) |
|
|
(4,835 |
) |
|
|
(6,534 |
) |
Increase in deferred policy acquisition costs |
|
|
(8,331 |
) |
|
|
(13,271 |
) |
|
|
(17,915 |
) |
Increase in interest and dividends due or accrued |
|
|
(1,331 |
) |
|
|
(2,280 |
) |
|
|
(4,632 |
) |
(Increase) decrease in reinsurance recoverable on paid losses and loss expenses |
|
|
(2,736 |
) |
|
|
(144 |
) |
|
|
1,292 |
|
(Decrease) increase in accrued salaries and benefits |
|
|
(3,266 |
) |
|
|
5,385 |
|
|
|
17,953 |
|
Increase (decrease) in accrued insurance expenses |
|
|
6,370 |
|
|
|
(1,566 |
) |
|
|
11,582 |
|
Other, net |
|
|
5,163 |
|
|
|
4,181 |
|
|
|
(14,605 |
) |
|
|
|
|
|
|
|
|
|
|
Net adjustments |
|
|
239,790 |
|
|
|
229,481 |
|
|
|
258,345 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
386,288 |
|
|
|
393,055 |
|
|
|
406,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed maturity securities, available-for-sale |
|
|
(580,864 |
) |
|
|
(801,647 |
) |
|
|
(779,212 |
) |
Purchase of equity securities, available-for-sale |
|
|
(148,569 |
) |
|
|
(52,429 |
) |
|
|
(47,645 |
) |
Purchase of other investments |
|
|
(80,147 |
) |
|
|
(71,486 |
) |
|
|
(26,789 |
) |
Purchase of short-term investments |
|
|
(2,198,362 |
) |
|
|
(2,290,937 |
) |
|
|
(1,907,686 |
) |
Net proceeds from sale of subsidiary |
|
| |
|
|
|
376 |
|
|
|
14,785 |
|
Sale of fixed maturity securities, available-for-sale |
|
|
102,613 |
|
|
|
306,044 |
|
|
|
181,279 |
|
Sale of short-term investments |
|
|
2,205,194 |
|
|
|
2,279,055 |
|
|
|
1,821,231 |
|
Redemption and maturities of fixed maturity securities, held-to-maturity |
|
|
4,051 |
|
|
|
3,635 |
|
|
|
27,616 |
|
Redemption and maturities of fixed maturity securities, available-for-sale |
|
|
319,118 |
|
|
|
187,608 |
|
|
|
209,377 |
|
Sale of equity securities, available-for-sale |
|
|
187,259 |
|
|
|
108,382 |
|
|
|
54,487 |
|
Proceeds from other investments |
|
|
40,115 |
|
|
|
8,350 |
|
|
|
9,975 |
|
Purchase of property and equipment |
|
|
(14,511 |
) |
|
|
(18,670 |
) |
|
|
(9,558 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(164,103 |
) |
|
|
(341,719 |
) |
|
|
(452,140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
|
(24,464 |
) |
|
|
(22,831 |
) |
|
|
(19,908 |
) |
Acquisition of treasury stock |
|
|
(152,118 |
) |
|
|
(116,354 |
) |
|
|
(22,885 |
) |
Proceeds from issuance of notes payable, net of issuance costs |
|
| |
|
|
|
96,263 |
|
|
|
99,310 |
|
Principal payments of notes payable |
|
|
(18,300 |
) |
|
|
(18,300 |
) |
|
|
(24,000 |
) |
Net proceeds from stock purchase and compensation plans |
|
|
8,609 |
|
|
|
11,560 |
|
|
|
11,919 |
|
Excess tax benefits from share-based payment arrangements |
|
|
3,484 |
|
|
|
3,903 |
|
|
|
3,783 |
|
Borrowings under line of credit agreement |
|
|
6,000 |
|
|
| |
|
|
| |
|
Repayment of borrowings under line of credit agreement |
|
|
(6,000 |
) |
|
| |
|
|
| |
|
Debt conversion inducement |
|
| |
|
|
|
(2,117 |
) |
|
| |
|
Principal payments of senior convertible notes |
|
|
(37,456 |
) |
|
| |
|
|
| |
|
Proceeds received on notes receivable from stock sales |
|
| |
|
|
| |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(220,245 |
) |
|
|
(47,876 |
) |
|
|
48,285 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
1,940 |
|
|
|
3,460 |
|
|
|
2,983 |
|
Cash and cash equivalents, beginning of year |
|
|
6,443 |
|
|
|
2,983 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
8,383 |
|
|
|
6,443 |
|
|
|
2,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flows Information |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
25,311 |
|
|
|
21,391 |
|
|
|
16,984 |
|
Federal income tax |
|
|
43,809 |
|
|
|
65,575 |
|
|
|
57,476 |
|
Supplemental schedule of non-cash financing activity: |
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible debentures |
|
|
12,066 |
|
|
|
58,534 |
|
|
|
258 |
|
See accompanying notes to consolidated financial statements.
71
Notes to Consolidated Financial Statements
December 31, 2007, 2006, and 2005
Note 1 Organization
Selective Insurance Group, Inc., through its subsidiaries, (collectively known as Selective)
offers property and casualty insurance products and diversified insurance services and products.
Selective Insurance Group, Inc. was incorporated in New Jersey in 1977 and its main offices are
located in Branchville, New Jersey. Selective Insurance Group, Inc.s Common Stock is publicly
traded on the NASDAQ Global Select Market under the symbol SIGI.
Selective classifies its business into three operating segments:
|
|
|
Insurance Operations, which sells property and casualty insurance products and services
primarily in 21 states in the Eastern and Midwestern United States; |
|
|
|
Diversified Insurance Services, which provides human resource administration outsourcing
products and services, and federal flood insurance administrative services. |
Note 2 Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying consolidated financial statements (Financial Statements), which include the
accounts of Selective, have been prepared in conformity with: (i) U.S. generally accepted
accounting principles (GAAP); and (ii) the rules and regulations of the U.S. Securities and
Exchange Commission (SEC). All significant intercompany accounts and transactions are eliminated
in consolidation.
(b) Use of Estimates
The preparation of the Financial Statements in conformity with GAAP requires management 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.
(c) Investments
Fixed maturity securities are comprised of bonds, redeemable preferred stocks, and mortgage-backed
securities. Fixed maturity securities classified as available for sale are reported at fair value.
Those fixed maturity securities that Selective has the ability and positive intent to hold to
maturity are classified as held-to-maturity and carried at amortized cost. The amortized cost of
debt securities is adjusted for amortization of premiums and accretion of discounts over the
expected life of the security using the effective interest method. Premiums expected and discounts
arising from the purchase of mortgage-backed securities are amortized over the expected life of the
security based on future principal payments, and considering prepayments. These prepayments are
estimated based upon historical and projected cash flows. Prepayment assumptions are reviewed
annually and adjusted to reflect actual prepayments and changes in expectations. Future
amortization of any premium and/or discount is also adjusted to reflect the revised assumptions.
Interest income, as well as amortization and accretion, is included in Net investment income
earned. The amortized cost of fixed maturity securities is written down to fair value when a
decline in value is considered to be other than temporary. See the discussion below on realized
investment gains and losses for a description of the accounting for impairments. Unrealized gains
and losses on fixed maturities classified as available-for-sale, net of tax are included in
accumulated other comprehensive income (loss) (AOCI).
Equity securities, which are classified as available for sale, are comprised of common stocks and
non-redeemable preferred stocks and are carried at fair value. Dividend income on these securities
is included in Net investment income earned. The associated unrealized gains and losses, net of
tax are included in AOCI. The cost of equity securities is written down to fair value when a
decline in value is considered to be other than temporary. See the discussion below on realized
investment gains and losses for a description of the accounting for impairments.
Short-term investments are comprised of certain money market instruments, savings accounts,
commercial paper, other debt issues purchased with a maturity of less than one year, and variable
rate demand notes. These investments are carried at cost, which approximates fair value. The
associated income is included in Net investment income earned.
72
Other investments are comprised of alternative investments and other miscellaneous securities.
Alternative investments are accounted for using the equity method. Selectives share of
distributed and undistributed net income from alternative investments is included in Net
investment income earned. Investments in other miscellaneous securities are generally carried at
estimated fair value, because Selectives interests are so minor that it exercises virtually no
influence over operating and financial policies. Selectives distributed share of net income from
other miscellaneous investments is included in Net investment income earned. Any changes in
estimated fair value associated with these investments are recorded as an unrealized gain or loss,
of which these items net of tax are included in AOCI.
Realized gains and losses on the sale of investments are determined on the basis of the cost of the
specific investments sold and are credited or charged to income. Also included in realized gains
and losses are write-downs for other than temporary impairment charges.
When the fair value of any investment is lower than its cost, an assessment is made to determine if
the decline is other than temporary. If the decline is deemed to be other than temporary, the
investment is written down to fair value and the amount of the write-down is charged to income as a
realized loss. The fair value of the investment becomes its new cost basis. Selectives
assessment for other-than-temporary impairment of fixed maturity securities, includes, but is not
limited to, the evaluation of the following factors:
|
|
|
Whether the decline appears to be issuer or industry specific; |
|
|
|
The degree to which an issuer is current or in arrears in making principal and
interest payments on the fixed maturity securities in question; |
|
|
|
The issuers current financial condition and its ability to make future scheduled
principal and interest payments on a timely basis; |
|
|
|
Buy/hold/sell recommendations published by outside investment advisors and analysts; |
|
|
|
Relevant rating history, analysis and guidance provided by rating agencies and
analysts; |
|
|
|
The length of time and the extent to which the fair value has been less than
carrying value; and |
|
|
|
Our ability and intent to hold a security to maturity given interest rate
fluctuations. |
Evaluation for other-than-temporary impairment of equity securities, other investments, and
short-term investments, includes, but is not limited to, the following factors:
|
|
|
Whether the decline appears to be issuer or industry specific; |
|
|
|
The relationship of market prices per share to book value per share at the date of
acquisition and date of evaluation; |
|
|
|
The price-earnings ratio at the time of acquisition and date of evaluation; |
|
|
|
The financial condition and near-term prospects of the issuer, including any
specific events that may influence the issuers operations; |
|
|
|
The recent income or loss of the issuer; |
|
|
|
The independent auditors report on the issuers recent financial statements; |
|
|
|
The dividend policy of the issuer at the date of acquisition and the date of
evaluation; |
|
|
|
Any buy/hold/sell recommendations or price projections published by outside
investment advisors; |
|
|
|
Any rating agency announcements; and |
|
|
|
The length of time and the extent to which the fair value has been less than
carrying value. |
(d) Fair Values of Financial Instruments
The following methods and assumptions are used in estimating the fair value of financial
instruments:
(1) Investments: Fair values for fixed maturity and equity securities are based on market
prices from independent pricing services. Short-term investments are carried at cost, which
approximates fair value. Our investment in other miscellaneous securities are generally accounted
for at fair value based on net asset value.
(2) Indebtedness: The fair value of the convertible subordinated debentures, the 1.6155%
Senior Convertible Notes due September 24, 2032, the 7.25% Senior Notes due November 15, 2034, the
6.70% Senior Notes due November 1, 2035, and the 7.5% Junior Subordinated Notes due September 27,
2066 are based on quoted market prices. The fair value of the 8.63% Senior Notes due May 4, 2007
and 8.87% Senior Notes due May 4, 2010 were estimated using a cash flow analysis based upon
Selectives current incremental borrowing rate for the remaining term of the loans.
See Note 6 for a summary table of the fair value and related carrying amounts of financial
instruments.
73
(e) Allowance for Doubtful Accounts
Selective estimates an allowance for doubtful accounts on its premiums and other trade receivables.
The allowance for premiums and other trade receivables is based on historical write-off
percentages adjusted for the effects of current and anticipated trends.
(f) Share-Based Compensation
Effective January 1, 2005, Selective adopted Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (FAS
123R), which replaces FASB Statement No. 123 Accounting for Stock Based Compensation (FAS 123)
and supersedes Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to
Employees (APB 25). FAS 123R applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share options, or other
equity instruments. FAS 123R requires that the cost resulting from all share-based payment
transactions be recognized in the financial statements, based on the fair value of such instruments
at the grant date over the requisite service period. The requisite service period is typically the
lesser of the vesting period or the period of time from the grant date to the date of retirement
eligibility. The expense recognized for share-based awards, which, in some cases contain
performance criteria, is based on the number of shares/units expected to be issued at the end of
the performance period.
In adopting FAS 123R, Selective applied the modified prospective application method, which did not
have a material effect on: (i) income before cumulative effect of change in accounting principle
in 2005; or (ii) basic or diluted earnings per share before cumulative effect of change in
accounting principle in 2005. At adoption, Selective recognized a cumulative effect of change in
accounting principle resulting in a net income benefit of $0.5 million, which corresponded to the
requirement of estimating forfeitures at the date of grant. FAS 123R also eliminated the
presentation of the contra-equity account, Unearned Stock Compensation from the face of the
Consolidated Balance Sheets, resulting in a reclassification of $14.7 million to Additional
Paid-in Capital.
(g) Reinsurance
Reinsurance recoverable on paid and unpaid losses and loss expenses represent estimates of the
portion of such liabilities that will be recovered from reinsurers. Generally, amounts recoverable
from reinsurers are recognized as assets at the same time and in a manner consistent with the paid
and unpaid losses associated with the reinsured policies. An allowance for estimated uncollectible
reinsurance is recorded based on an evaluation of balances due from reinsurers and other available
information.
(h) Property and Equipment
Property and equipment used in operations, including certain costs incurred to develop or obtain
computer software for internal use, are capitalized and carried at cost less accumulated
depreciation. Depreciation is calculated using the straight-line method over the estimated useful
lives of the assets, which range up to 40 years.
(i) Deferred Policy Acquisition Costs
Policy acquisition costs directly related to the writing of insurance policies are deferred and
amortized over the life of the policies. These costs include labor costs, commissions, premium
taxes and assessments, boards, bureaus and dues, travel, and other underwriting expenses incurred
in the acquisition of premium. The deferred policy acquisition costs are limited to the sum of
unearned premiums and anticipated investment income less anticipated losses and loss expenses,
policyholder dividends and other expenses for maintenance of policies in force. Selective
regularly conducts reviews for potential premium deficiencies. There were no premium deficiencies
for any of the reported years as the sum of the anticipated losses and loss expenses, policyholder
dividends, and other expenses did not exceed the related unearned premium and anticipated
investment income. The investment yields assumed in the premium deficiency assessment for each
reporting period, which are based upon the Companys actual average investment yield before-tax as
of the calculation date on September 30, were 4.6% for 2007, 4.4% for 2006 and 2005. Deferred
policy acquisition costs amortized to expense were $460.2 million for 2007, $443.3 million for
2006, and $400.6 million for 2005.
(j) Goodwill
Goodwill results from business acquisitions where the cost of assets/liabilities acquired exceeds
the fair value of those assets/liabilities. Goodwill is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill
is allocated to the reporting units for the purposes of the impairment test. Selective did not
record any impairments during 2007, 2006 or 2005.
74
(k) Reserves for Losses and Loss Expenses
Reserves for losses and loss expenses are made up of both case reserves and reserves for claims
incurred but not yet reported (IBNR). Case reserves result from claims that have been reported
to the seven insurance subsidiaries (the Insurance Subsidiaries) and are estimated at the amount
of ultimate payment. IBNR reserves are established based on generally accepted actuarial
techniques. Such techniques assume that past experience, adjusted for the effects of current
developments and anticipated trends, are an appropriate basis for predicting future events. In
applying generally accepted actuarial techniques, Selective also considers a range of possible loss
and loss adjustment expense reserves in establishing IBNR.
The internal assumptions considered by Selective in the estimation of the IBNR amounts for both
environmental and non-environmental reserves at Selectives reporting dates are based on: (i) an
analysis of both paid and incurred loss and loss expense development trends; (ii) an analysis of
both paid and incurred claim count development trends; (iii) the exposure estimates for reported
claims; (iv) recent development on exposure estimates with respect to individual large claims and
the aggregate of all claims; (v) the rate at which new environmental claims are being reported; and
(vi) patterns of events observed by claims personnel or reported to them by defense counsel.
External factors identified by Selective in the estimation of IBNR for both environmental and
non-environmental IBNR reserves include: (i) legislative enactments; (ii) judicial decisions;
(iii) legal developments in the determination of liability and the imposition of damages; and (iv)
trends in general economic conditions, including the effects of inflation. Adjustments to IBNR are
made periodically to take into account changes in the volume of business written, claims frequency
and severity, the mix of business, claims processing, and other items that are expected by
management to affect Selectives reserves for losses and loss expenses over time.
By using both individual estimates of reported claims and generally accepted actuarial reserving
techniques, Selective estimates the ultimate net liability for losses and loss expenses. While the
ultimate actual liability may be higher or lower than reserves established, Selective believes the
reserves to be adequate. Any changes in the liability estimate may be material to the results of
operations in future periods. Selective does not discount to present value that portion of its
loss reserves expected to be paid in future periods; however, the loss reserves include anticipated
recoveries for salvage and subrogation claims.
Reserves are reviewed for adequacy on a periodic basis. As part of the periodic review, Selective
considers the range of possible loss and loss expense reserves, determined at the beginning of the
year, in evaluating reserve adequacy. When reviewing reserves, Selective analyzes historical data
and estimates the impact of various factors such as: (i) per claim information; (ii) Selective and
industry historical loss experience; (iii) legislative enactments, judicial decisions, legal
developments in the imposition of damages, and changes in political attitudes; and (iv) trends in
general economic conditions, including the effects of inflation. This process assumes that past
experience, adjusted for the effects of current developments and anticipated trends, is an
appropriate basis for predicting future events. There is no precise method, however, for
subsequently evaluating the impact of any specific factor on the adequacy of reserves because the
eventual deficiency or redundancy is affected by many factors. Based upon such reviews, Selective
believes that the estimated reserves for losses and loss expenses are adequate to cover the
ultimate cost of claims. The changes in these estimates, resulting from the continuous review
process and the differences between estimates and ultimate payments, are reflected in the
consolidated statements of income for the period in which such estimates are changed.
(l) Revenue Recognition
Selectives seven insurance subsidiaries net premiums written include direct insurance policy
writings plus reinsurance assumed and estimates of premiums earned but unbilled on the workers
compensation and general liability lines of insurance, less reinsurance ceded. Premiums written
are recognized as revenue over the period that coverage is provided using the semi-monthly pro-rata
method. Unearned premiums and prepaid reinsurance premiums represent that portion of premiums
written that are applicable to the unexpired terms of policies in force.
Selective HR Solutions (Selective HR), our human resource administration outsourcing operation,
reports revenues on a net basis for the amount billed to clients for worksite employee salaries,
wages and certain payroll-related taxes less amounts paid to worksite employees and taxing
authorities for these salaries, wages and taxes. All fees that have the potential for a margin are
included in revenue on a gross basis and all amounts that have no margin but are simply pass
through amounts collected from the client and passed on to the employee or appropriate taxing
authorities are presented on a net basis. Specifically, gross wages, Federal Insurance
Contributions Act (FICA) tax and Federal Unemployment Tax (FUTA) are included on a net basis
whereas administration fees, state unemployment taxes, health fees and workers compensation fees
are included on a gross basis. Selective HR accounts for its revenues using the accrual method of
accounting. Under the accrual method of accounting, Selective HR recognizes its revenues ratably
over the payroll period as worksite employees perform their services at the clients worksites.
75
(m) Dividends to Policyholders
Selective establishes reserves for dividends to policyholders on certain policies, most
significantly workers compensation policies. These dividends are based on the policyholders loss
experience. The dividend reserves are established based on past experience, adjusted for the
effects of current developments and anticipated trends. The expense for these dividends is
recognized over a period that begins at policy inception and ends with the payment of the dividend.
Selective does not issue policies that entitle the policyholder to participate in the earnings or
surplus of the Insurance Subsidiaries.
(n) Federal Income Tax
Selective uses the asset and liability method of accounting for income taxes. Deferred federal
income taxes arise from the recognition of temporary differences between financial statement
carrying amounts and the tax basis of Selectives assets and liabilities. A valuation allowance is
established when it is more likely than not that some portion of the deferred tax asset will not be
realized. The effect of a change in tax rates is recognized in the period of enactment.
(o) Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash and certain money market accounts that are used as
part of the Companys daily cash management.
(p) Leases
Selective has various operating leases for office space and equipment. Rental expense for such
leases is recorded on a straight-line basis over the lease term. If a lease has a fixed and
determinable escalation clause, or periods of rent holidays, the difference between rental expense
and rent paid is included in Other liabilities as deferred rent in the Consolidated Balance
Sheets.
Note 3 Adoption of Accounting Pronouncements
On January 1, 2007, Selective adopted Financial Accounting Standards No. 155, Accounting for
Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140 (FAS 155).
Under the guidance contained in FAS 155, companies are required to evaluate interests in
securitized financial assets to identify whether such interests are freestanding derivatives or
hybrid financial instruments that contain an embedded derivative. During the fourth quarter of
2006, the Financial Accounting Standards Board (FASB) recommended a narrow scope exception for
securitized interests if: (i) the securitized interest itself has no embedded derivative
(including interest rate related derivatives) that would be required to be accounted for separately
other than an embedded derivative that results solely from the embedded call options in the
underlying financial assets; and (ii) the investor does not control the right to accelerate the
settlement. The adoption of FAS 155 did not have a material impact on the results of operations or
financial condition of Selective during 2007.
On January 1, 2007, Selective adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 calls
for a two-step process to evaluate tax positions based on the recognition, derecognition, and
measurement of benefits related to income taxes. The process begins with an initial assessment of
whether a tax position, based on its technical merits and applicability to the facts and
circumstances, will more-likely-than-not be sustained upon examination, including related appeals
or litigation. The more-likely-than-not threshold is defined as having greater than a 50% chance
of being realized upon settlement. Tax positions that are more-likely-than-not sustainable are
then measured to determine how much of the benefit should be recorded in the financial statements.
This determination is made by considering the probabilities of the amounts that could be realized
upon effective settlement. Each tax position is evaluated individually and must continue to meet
the threshold in each subsequent reporting period or the benefit will be derecognized. A position
that initially failed to meet the more-likely-than-not threshold should be recognized in a
subsequent period if: (i) a change in facts and circumstances results in the positions ability to
meet the threshold; (ii) the issue is settled with the taxing authority; or (iii) the statute of
limitations expires. Selective has analyzed its tax positions in all federal and state
jurisdictions in which it is required to file income tax returns for all open tax years. The open
tax years for the federal returns are 2003 though 2006. The Internal Revenue Service completed a
limited scope examination of tax year 2003 and 2004 that resulted in a favorable adjustment of $1.1
million. Selective did not have any unrecognized tax benefits as of January 1, 2007. Selective
believes its tax positions will be sustained on audit and does not anticipate any adjustments that
will result in a material change to its financial position. As a result, there was no material
change in Selectives liability for unrecognized tax benefits.
76
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosure about fair value measurements. It applies to other pronouncements
that require or permit fair value, however, it does not require any new fair value measurements.
FAS 157 is effective for fiscal years beginning after November 15, 2007. Selective will apply FAS
157 to its invested assets portfolio beginning in the first quarter of 2008. This application will
require the Company to classify the fair values of its investments into three different categories,
each of which requires varying levels of disclosure in the financial statements beginning in the
first quarter of 2008. The adoption of this statement is not expected to have a material impact on
Selectives results of operations or financial condition.
In February 2007, the FASB issued Financial Accounting Standards No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 (FAS
159), which provides companies with an option to report selected financial assets and liabilities
at fair value (fair value option). FAS 159 requires companies to provide additional information
that will help investors and other users of financial statements to more easily understand the
effect of a companys choice to use fair value on its earnings. FAS 159 also requires companies to
display the fair value of those assets and liabilities for which a company has chosen to use fair
value on the face of the balance sheet. Selective adopted FAS 159 on January 1, 2008 and has made
the fair value option election as it relates to a portfolio of equity securities currently being
managed by one outside manager. The impact of making this election is not expected to be material
to the Consolidated Financial Statements.
In June 2007, the Emerging Issues Task Force (EITF) of the FASB issued EITF Issue No. 06-11
Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11). EITF
06-11 requires that the tax benefit from dividends or dividend equivalents that are charged to
retained earnings and are paid to employees for equity classified nonvested equity shares,
nonvested equity share units, and outstanding equity share options be recognized as an increase to
additional paid-in capital. This EITF is effective on a prospective basis beginning with dividends
declared in fiscal years beginning after December 15, 2007. The adoption of this EITF is not
expected to have a material impact on Selectives results of operations or financial condition.
Note 4 Investments
(a) Net unrealized gains on investments included in other comprehensive income by asset class at
December 31, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Fixed maturity securities |
|
$ |
23,634 |
|
|
|
20,216 |
|
|
|
26,290 |
|
Equity securities |
|
|
114,315 |
|
|
|
149,512 |
|
|
|
152,717 |
|
Other investments |
|
|
6,758 |
|
|
|
6,193 |
|
|
|
2,717 |
|
|
|
|
|
|
|
|
|
|
|
Total net unrealized gains |
|
|
144,707 |
|
|
|
175,921 |
|
|
|
181,724 |
|
Deferred income tax expense |
|
|
(50,647 |
) |
|
|
(61,572 |
) |
|
|
(63,603 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains, net of deferred income tax |
|
$ |
94,060 |
|
|
|
114,349 |
|
|
|
118,121 |
|
|
|
|
|
|
|
|
|
|
|
Decrease in net unrealized gains, net of deferred income tax expense |
|
$ |
(20,289 |
) |
|
|
(3,772 |
) |
|
|
(36,415 |
) |
|
|
|
|
|
|
|
|
|
|
(b) The amortized cost, estimated fair values, and unrealized gains (losses) of held-to-maturity
fixed maturity securities at December 31, 2007 and 2006, respectively, were as follows:
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Obligations of states and political subdivisions |
|
$ |
5,759 |
|
|
|
143 |
|
|
| |
|
|
|
5,902 |
|
Mortgage-backed securities |
|
|
24 |
|
|
|
1 |
|
|
| |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity fixed maturity securities |
|
$ |
5,783 |
|
|
|
144 |
|
|
| |
|
|
|
5,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Obligations of states and political subdivisions |
|
$ |
9,792 |
|
|
|
250 |
|
|
| |
|
|
|
10,042 |
|
Mortgage-backed securities |
|
|
30 |
|
|
|
1 |
|
|
| |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity fixed maturity securities |
|
$ |
9,822 |
|
|
|
251 |
|
|
| |
|
|
|
10,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77
(c) The cost/amortized cost, estimated fair values, and unrealized gains (losses) of
available-for-sale securities at December 31, 2007 and 2006, respectively, were as follows:
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost/ |
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
U.S. government and government agencies |
|
$ |
172,795 |
|
|
|
7,365 |
|
|
|
(448 |
) |
|
|
179,712 |
|
Obligations of states and political subdivisions |
|
|
1,593,587 |
|
|
|
21,274 |
|
|
|
(3,646 |
) |
|
|
1,611,215 |
|
Corporate securities |
|
|
479,169 |
|
|
|
10,923 |
|
|
|
(3,017 |
) |
|
|
487,075 |
|
Asset-backed securities |
|
|
99,184 |
|
|
|
698 |
|
|
|
(2,197 |
) |
|
|
97,685 |
|
Mortgage-backed securities |
|
|
705,178 |
|
|
|
8,685 |
|
|
|
(16,003 |
) |
|
|
697,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale fixed maturity securities |
|
|
3,049,913 |
|
|
|
48,945 |
|
|
|
(25,311 |
) |
|
|
3,073,547 |
|
Available-for-sale equity securities |
|
|
160,390 |
|
|
|
115,742 |
|
|
|
(1,427 |
) |
|
|
274,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
3,210,303 |
|
|
|
164,687 |
|
|
|
(26,738 |
) |
|
|
3,348,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost/ |
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
U.S. government and government agencies |
|
$ |
195,725 |
|
|
|
4,379 |
|
|
|
(794 |
) |
|
|
199,310 |
|
Obligations of states and political subdivisions |
|
|
1,736,865 |
|
|
|
14,488 |
|
|
|
(7,704 |
) |
|
|
1,743,649 |
|
Corporate securities |
|
|
295,964 |
|
|
|
6,676 |
|
|
|
(1,059 |
) |
|
|
301,581 |
|
Asset-backed securities |
|
|
50,319 |
|
|
|
205 |
|
|
|
(103 |
) |
|
|
50,421 |
|
Mortgage-backed securities |
|
|
638,011 |
|
|
|
7,011 |
|
|
|
(2,883 |
) |
|
|
642,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale fixed maturity securities |
|
|
2,916,884 |
|
|
|
32,759 |
|
|
|
(12,543 |
) |
|
|
2,937,100 |
|
Available-for-sale equity securities |
|
|
157,864 |
|
|
|
149,895 |
|
|
|
(383 |
) |
|
|
307,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
3,074,748 |
|
|
|
182,654 |
|
|
|
(12,926 |
) |
|
|
3,244,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) The following tables summarize, for all securities in an unrealized loss position at December
31, 2007 and December 31, 2006, the aggregate fair value and gross pre-tax unrealized loss recorded
in Selectives accumulated other comprehensive income, by asset class and by length of time those
securities have been in an unrealized loss position:
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
(in thousands) |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
U.S. government and government agencies |
|
$ |
10,816 |
|
|
|
(53 |
) |
|
|
10,028 |
|
|
|
(395 |
) |
|
|
20,844 |
|
|
|
(448 |
) |
Obligations of states and political subdivisions |
|
|
73,136 |
|
|
|
(651 |
) |
|
|
225,766 |
|
|
|
(2,995 |
) |
|
|
298,902 |
|
|
|
(3,646 |
) |
Corporate securities |
|
|
82,599 |
|
|
|
(2,843 |
) |
|
|
12,303 |
|
|
|
(174 |
) |
|
|
94,902 |
|
|
|
(3,017 |
) |
Asset-backed securities |
|
|
37,696 |
|
|
|
(2,181 |
) |
|
|
3,484 |
|
|
|
(16 |
) |
|
|
41,180 |
|
|
|
(2,197 |
) |
Mortgage-backed securities |
|
|
201,505 |
|
|
|
(13,895 |
) |
|
|
90,919 |
|
|
|
(2,108 |
) |
|
|
292,424 |
|
|
|
(16,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities |
|
|
405,752 |
|
|
|
(19,623 |
) |
|
|
342,500 |
|
|
|
(5,688 |
) |
|
|
748,252 |
|
|
|
(25,311 |
) |
Equity securities |
|
|
26,780 |
|
|
|
(1,427 |
) |
|
| |
|
|
| |
|
|
|
26,780 |
|
|
|
(1,427 |
) |
Total securities in a temporary unrealized
loss position |
|
$ |
432,532 |
|
|
|
(21,050 |
) |
|
|
342,500 |
|
|
|
(5,688 |
) |
|
|
775,032 |
|
|
|
(26,738 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
(in thousands) |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
U.S. government and government agencies |
|
$ |
43,873 |
|
|
|
(108 |
) |
|
|
46,264 |
|
|
|
(686 |
) |
|
|
90,137 |
|
|
|
(794 |
) |
Obligations of states and political subdivisions |
|
|
320,851 |
|
|
|
(1,623 |
) |
|
|
455,970 |
|
|
|
(6,081 |
) |
|
|
776,821 |
|
|
|
(7,704 |
) |
Corporate securities |
|
|
45,694 |
|
|
|
(279 |
) |
|
|
29,965 |
|
|
|
(780 |
) |
|
|
75,659 |
|
|
|
(1,059 |
) |
Asset-backed securities |
|
|
9,863 |
|
|
|
(29 |
) |
|
|
3,425 |
|
|
|
(74 |
) |
|
|
13,288 |
|
|
|
(103 |
) |
Mortgage-backed securities |
|
|
63,954 |
|
|
|
(380 |
) |
|
|
170,171 |
|
|
|
(2,503 |
) |
|
|
234,125 |
|
|
|
(2,883 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities |
|
|
484,235 |
|
|
|
(2,419 |
) |
|
|
705,795 |
|
|
|
(10,124 |
) |
|
|
1,190,030 |
|
|
|
(12,543 |
) |
Equity securities |
|
|
7,763 |
|
|
|
(223 |
) |
|
|
374 |
|
|
|
(160 |
) |
|
|
8,137 |
|
|
|
(383 |
) |
Other investments |
|
|
6,913 |
|
|
|
(87 |
) |
|
| |
|
|
| |
|
|
|
6,913 |
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities in a temporary unrealized loss
position |
|
$ |
498,911 |
|
|
|
(2,729 |
) |
|
|
706,169 |
|
|
|
(10,284 |
) |
|
|
1,205,080 |
|
|
|
(13,013 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
At December 31, 2007, Selective held (i) 231 fixed maturity securities, with a fair value of $748.3
million in an unrealized loss position of $25.3 million; (ii) 9 equity securities in an unrealized
loss position, with a fair value of $26.8 million and an unrealized loss of $1.4 million. Of these
240 securities, 10 had fair values less than 85% of their cost basis. The remaining 230 securities
had fair values between 86% and 99% of their cost basis. Selective believes the decline in the
fair value of all of these securities to be temporary. The assessment of whether a decline in
value is temporary includes Selectives current judgment as to the financial position and future
prospects of the entity that issued the investment security. Broad changes in the overall market
or interest rate environment generally will not lead to a write-down, provided that management has
the ability and intent to hold a security to maturity. If Selectives judgment about an individual
security changes in the future, Selective may ultimately record a realized loss after having
originally concluded that the decline in value was temporary, which could have a material impact on
Selectives net income and financial position in future periods. Currently, except for securities
for which an impairment loss has been recognized, Selective has the ability and intent to hold all
securities in an unrealized loss position until their anticipated recovery.
Although overall interest rates decreased in 2007, the unrealized losses for fixed maturity
securities increased due primarily to the credit stress and dislocation in the capital markets,
along with inflation worries and uncertainty about the U.S. economy in general caused fixed
maturities credit spreads to widen. At December 31, 2007, there were 240 securities in an
unrealized loss position. Broad changes in the overall market or interest rate environment
generally do not lead to impairment charges. During 2007 Selective recorded an other than
temporary impairment charge associated with two commercial real estate collateralized debt
obligations (CDO) for $4.9 million. During the second half of 2007, the market for lower-rated
commercial mortgage-backed securities (CMBS) saw severe contagion effects from the sub-prime
mortgage crisis. CMBS spreads, particularly subordinated tranche CMBS, widened dramatically over
the course of the second half of the year. As a result, CDOs in general have become extremely
dislocated and difficult to value as the market spreads between bid and ask prices are very wide,
even for CDOs that do not have any sub-prime asset backed exposure. At this time, there have been
no credit defaults or rating downgrades on CDOs in our portfolio. However, given the severe lack
of liquidity currently being experienced in the marketplace, it is difficult to value certain
securities and, as a result, we recorded an other than temporary impairment charge on two
commercial real estate CDOs in 2007. During 2006, Selective had not recognized any realized losses
from other than temporary charges, whereas during 2005 Selective had recorded $1.2 million in
realized losses related to other than temporary charges.
(e) The amortized cost and estimated fair value of fixed maturity securities at December 31, 2007,
by contractual maturity are shown below. Mortgage-backed securities 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 held-to-maturity fixed maturity securities:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Amortized Cost |
|
|
Fair Value |
|
Due in one year or less |
|
$ |
4,391 |
|
|
|
4,455 |
|
Due after one year through five years |
|
|
1,049 |
|
|
|
1,056 |
|
Due after five years through ten years |
|
|
343 |
|
|
|
416 |
|
|
|
|
|
|
|
|
Total held-to-maturity fixed maturity securities |
|
$ |
5,783 |
|
|
|
5,927 |
|
|
|
|
|
|
|
|
Listed below are available-for-sale fixed maturity securities:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Amortized Cost |
|
|
Fair Value |
|
Due in one year or less |
|
$ |
252,754 |
|
|
|
252,595 |
|
Due after one year through five years |
|
|
1,409,716 |
|
|
|
1,423,983 |
|
Due after five years through ten years |
|
|
1,238,010 |
|
|
|
1,249,664 |
|
Due after ten years through fifteen years |
|
|
98,609 |
|
|
|
97,592 |
|
Due after fifteen years |
|
|
50,824 |
|
|
|
49,713 |
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturity securities |
|
$ |
3,049,913 |
|
|
|
3,073,547 |
|
|
|
|
|
|
|
|
(f) Certain investments were on deposit with various state regulatory agencies to comply with
insurance laws and had carrying values of $26.0 million as of December 31, 2007 and $25.3 million
as of December 31, 2006.
(g) Selective is not exposed to significant concentrations of credit risk within its investment
portfolio. The largest investment in the securities of any one issuer was $16.0 million at
December 31, 2007 and $19.3 million at December 31, 2006.
79
(h) Other investments include the following at December 31:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Alternative investments |
|
$ |
156,618 |
|
|
|
93,880 |
|
Other securities |
|
|
32,209 |
|
|
|
50,905 |
|
|
|
|
|
|
|
|
Total other investments |
|
$ |
188,827 |
|
|
|
144,785 |
|
|
|
|
|
|
|
|
At December 31, 2007, Selective has contractual obligations that expire at various dates through
2022 to further invest up to $129.8 million in alternative investments. There is no certainty that
any such additional investment will be required.
(i) The components of net investment income earned were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Fixed maturity securities |
|
$ |
140,383 |
|
|
|
128,771 |
|
|
|
117,987 |
|
Equity securities |
|
|
8,626 |
|
|
|
9,898 |
|
|
|
8,873 |
|
Short-term investments |
|
|
8,563 |
|
|
|
7,806 |
|
|
|
2,749 |
|
Other investments |
|
|
21,828 |
|
|
|
13,746 |
|
|
|
8,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,400 |
|
|
|
160,221 |
|
|
|
138,188 |
|
Investment expenses |
|
|
(5,256 |
) |
|
|
(3,419 |
) |
|
|
(2,238 |
) |
|
|
|
|
|
|
|
|
|
|
Net investment income earned |
|
$ |
174,144 |
|
|
|
156,802 |
|
|
|
135,950 |
|
|
|
|
|
|
|
|
|
|
|
(j) The components of net realized gains (losses) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Held-to-maturity fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
$ | |
|
|
|
16 |
|
|
|
106 |
|
Available-for-sale fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
445 |
|
|
|
2,460 |
|
|
|
1,468 |
|
Losses |
|
|
(7,150 |
) |
|
|
(6,756 |
) |
|
|
(4,196 |
) |
Available-for-sale equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
50,254 |
|
|
|
43,542 |
|
|
|
21,149 |
|
Losses |
|
|
(9,359 |
) |
|
|
(3,783 |
) |
|
|
(4,063 |
) |
Available-for-sale other investments |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
847 |
|
|
| |
|
|
| |
|
Losses |
|
|
(1,683 |
) |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Total net realized gains |
|
$ |
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale of available-for-sale securities and other investments were $289.9 million
during 2007, $414.4 million during 2006, and $235.8 million during 2005. There was $4.9 million in
realized losses in 2007 associated with the two other than temporary impairment charges mentioned
above. There were no realized losses from other than temporary impairment charges in 2006 and there
were $1.2 million in realized losses from other than temporary impairment charges in 2005.
Note 5 Other Comprehensive Income
The components of comprehensive income, both gross and net of tax, for 2006, 2005, and 2004 are as
follows:
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Gross |
|
|
Tax |
|
|
Net |
|
Net Income |
|
$ |
192,758 |
|
|
|
46,260 |
|
|
|
146,498 |
|
|
|
|
|
|
|
|
|
|
|
Components of other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the period |
|
|
2,140 |
|
|
|
749 |
|
|
|
1,391 |
|
Less: Reclassification adjustment for
gains included in net income |
|
|
(33,354 |
) |
|
|
(11,674 |
) |
|
|
(21,680 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(31,214 |
) |
|
|
(10,925 |
) |
|
|
(20,289 |
) |
Defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial gain |
|
|
8,003 |
|
|
|
2,801 |
|
|
|
5,202 |
|
Reversal of amortization items: |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
696 |
|
|
|
244 |
|
|
|
452 |
|
Prior service cost |
|
|
118 |
|
|
|
41 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plans, net |
|
|
8,817 |
|
|
|
3,086 |
|
|
|
5,731 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
170,361 |
|
|
|
38,421 |
|
|
|
131,940 |
|
|
|
|
|
|
|
|
|
|
|
80
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Gross |
|
|
Tax |
|
|
Net |
|
Net Income |
|
$ |
220,510 |
|
|
|
56,936 |
|
|
|
163,574 |
|
|
|
|
|
|
|
|
|
|
|
Components of other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the period |
|
|
29,676 |
|
|
|
10,387 |
|
|
|
19,289 |
|
Previous unrealized gains currently
realized in net income |
|
|
(35,479 |
) |
|
|
(12,418 |
) |
|
|
(23,061 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(5,803 |
) |
|
|
(2,031 |
) |
|
|
(3,772 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
214,707 |
|
|
|
54,905 |
|
|
|
159,802 |
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Gross |
|
|
Tax |
|
|
Net |
|
Net Income |
|
$ |
204,386 |
|
|
|
55,893 |
|
|
|
148,493 |
|
|
|
|
|
|
|
|
|
|
|
Components of other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the period |
|
|
(41,666 |
) |
|
|
(14,583 |
) |
|
|
(27,083 |
) |
Previous
unrealized gains currently realized in net income |
|
|
(14,357 |
) |
|
|
(5,025 |
) |
|
|
(9,332 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(56,023 |
) |
|
|
(19,608 |
) |
|
|
(36,415 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
148,363 |
|
|
|
36,285 |
|
|
|
112,078 |
|
|
|
|
|
|
|
|
|
|
|
Note 6 Fair Values of Financial Instruments
The following table presents the carrying amounts and estimated fair values of Selectives
financial instruments as of December 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
(in thousands) |
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity |
|
$ |
5,783 |
|
|
|
5,927 |
|
|
|
9,822 |
|
|
|
10,073 |
|
Available-for-sale |
|
|
3,073,547 |
|
|
|
3,073,547 |
|
|
|
2,937,100 |
|
|
|
2,937,100 |
|
Equity securities |
|
|
274,705 |
|
|
|
274,705 |
|
|
|
307,376 |
|
|
|
307,376 |
|
Short-term investments |
|
|
190,167 |
|
|
|
190,167 |
|
|
|
197,019 |
|
|
|
197,019 |
|
Other securities |
|
|
32,209 |
|
|
|
32,209 |
|
|
|
50,905 |
|
|
|
50,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.63% Senior Notes Series A |
|
| |
|
|
| |
|
|
|
6,000 |
|
|
|
6,023 |
|
8.87% Senior Notes Series B |
|
|
36,900 |
|
|
|
37,990 |
|
|
|
49,200 |
|
|
|
49,885 |
|
7.25% Senior Notes |
|
|
49,891 |
|
|
|
52,080 |
|
|
|
49,887 |
|
|
|
56,010 |
|
6.70% Senior Notes |
|
|
99,360 |
|
|
|
90,000 |
|
|
|
99,337 |
|
|
|
99,455 |
|
7.50% Junior Notes |
|
|
100,000 |
|
|
|
85,000 |
|
|
|
100,000 |
|
|
|
102,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable |
|
|
286,151 |
|
|
|
265,070 |
|
|
|
304,424 |
|
|
|
314,133 |
|
Senior convertible notes |
|
|
8,740 |
|
|
|
13,853 |
|
|
|
57,413 |
|
|
|
105,727 |
|
Convertible subordinated debentures |
|
|
176 |
|
|
|
1,143 |
|
|
|
765 |
|
|
|
6,190 |
|
Selectives carrying amounts shown in the table are included in the Consolidated Balance Sheets.
The convertible subordinated debentures are included in Other liabilities on the Consolidated
Balance Sheets. Alternative investments are not included in the table above as they are not
financial instruments.
See Note 2(d) for the methods and assumptions used by Selective in estimating the fair values of
its financial instruments.
81
Note 7 Reinsurance
Selectives consolidated financial statements reflect the effects of assumed and ceded reinsurance
transactions. Assumed reinsurance refers to the acceptance of certain insurance risks that other
insurance entities have underwritten. Ceded reinsurance involves transferring certain insurance
risks (along with the related written and earned premiums) that Selective has underwritten to other
insurance companies that agree to share these risks. The primary purpose of ceded reinsurance is
to protect Selective from potential losses in excess of the amount it is prepared to accept.
The Insurance Subsidiaries remain liable to policyholders to the extent that any reinsurer becomes
unable to meet its contractual obligations. Selective evaluates and monitors the financial
condition of its reinsurers under voluntary reinsurance arrangements to minimize its exposure to
significant losses from reinsurer insolvencies. On an ongoing basis, Selective reviews amounts
outstanding, length of collection period, changes in reinsurer credit ratings and other relevant
factors to determine collectibility of reinsurance recoverables. The allowance for reinsurance
recoverables on paid and unpaid losses and loss expenses was $2.8 million at December 31, 2007 and
$3.2 million at December 31, 2006.
A trust fund in the amount of $31.6 million at December 31, 2007 and $30.4 million at December 31,
2006 securing a portion of the liabilities ceded to Munich Reinsurance America, Inc. is held for
the benefit of Selective. Amounts ceded to Munich Reinsurance America, Inc., which is rated A+
by A.M. Best, exceeding the available trust fund, represent 13% or $36.0 million as of December 31,
2007 and 14% or $32.1 million as of December 31, 2006 of Selectives consolidated prepaid
reinsurance premiums and loss recoverable balances not secured by trust funds, letters of credit or
funds withheld (collateral). In addition, approximately 55% of Selectives consolidated prepaid
reinsurance premiums and net reinsurance recoverable balances not secured by collateral are ceded
to two state or federally sponsored pools. Selective ceded $64.5 million as of December 31, 2007
and $65.6 million as of December 31, 2006 to New Jersey Unsatisfied Claims Judgment Fund.
Selective also ceded $88.0 million as of December 31, 2007 and $78.9 million as of December 31,
2006 to the National Flood Insurance Program (NFIP).
Under Selectives reinsurance arrangements, which are prospective in nature, reinsurance premiums
ceded are recorded as prepaid reinsurance and amortized over the remaining contract period in
proportion to the reinsurance protection provided, or recorded periodically, as per the terms of
the contract, in a direct relationship to the gross premium recording. Reinsurance recoveries are
recognized as gross losses are incurred.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Premiums written: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,723,083 |
|
|
|
1,660,177 |
|
|
|
1,572,180 |
|
Assumed |
|
|
29,165 |
|
|
|
33,916 |
|
|
|
44,843 |
|
Ceded |
|
|
(197,381 |
) |
|
|
(158,132 |
) |
|
|
(157,549 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,554,867 |
|
|
|
1,535,961 |
|
|
|
1,459,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,671,510 |
|
|
|
1,619,009 |
|
|
|
1,523,205 |
|
Assumed |
|
|
30,930 |
|
|
|
36,009 |
|
|
|
43,464 |
|
Ceded |
|
|
(185,134 |
) |
|
|
(155,354 |
) |
|
|
(148,656 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,517,306 |
|
|
|
1,499,664 |
|
|
|
1,418,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,083,601 |
|
|
|
1,021,133 |
|
|
|
1,001,762 |
|
Assumed |
|
|
22,595 |
|
|
|
28,344 |
|
|
|
38,689 |
|
Ceded |
|
|
(106,990 |
) |
|
|
(89,494 |
) |
|
|
(134,721 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
999,206 |
|
|
|
959,983 |
|
|
|
905,730 |
|
|
|
|
|
|
|
|
|
|
|
Assumed premiums and losses decreased in 2007 compared to 2006 primarily due to reduction in
mandatory pool assumptions. Ceded written premiums increased in 2007 compared to 2006, primarily
due to increases in flood premiums that are 100% ceded to the NFIP and the termination of New
Jersey Homeowners Property 75% Quota Share Treaty that resulted in a return of premium of $11.3
million in the first quarter of 2006, previously ceded to this treaty and still unearned as of
December 31, 2005. Increase in ceded loss and loss adjustment expenses incurred of $17.5 million
is primarily a result of increase in large loss activity, which was offset by decreases in losses
ceded to the NFIP. The flood ceded premiums and losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Ceded premiums written |
|
$ |
(143,404 |
) |
|
|
(120,003 |
) |
|
|
(93,660 |
) |
Ceded premiums earned |
|
|
(132,041 |
) |
|
|
(106,214 |
) |
|
|
(85,276 |
) |
Ceded losses and loss expenses incurred |
|
|
(48,698 |
) |
|
|
(56,653 |
) |
|
|
(108,729 |
) |
82
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Gross reserves for losses and loss expenses, at beginning of year |
|
$ |
2,288,770 |
|
|
|
2,084,049 |
|
|
|
1,835,217 |
|
Less: reinsurance recoverable on unpaid loss and loss expenses, at beginning
of year |
|
|
199,738 |
|
|
|
218,248 |
|
|
|
218,772 |
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss expenses, at beginning of year |
|
|
2,089,032 |
|
|
|
1,865,801 |
|
|
|
1,616,445 |
|
|
|
|
|
|
|
|
|
|
|
Incurred losses and loss expenses for claims occurring in the: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
1,018,050 |
|
|
|
967,272 |
|
|
|
900,658 |
|
Prior years |
|
|
(18,844 |
) |
|
|
(7,289 |
) |
|
|
5,072 |
|
|
|
|
|
|
|
|
|
|
|
Total incurred losses and loss expenses |
|
|
999,206 |
|
|
|
959,983 |
|
|
|
905,730 |
|
|
|
|
|
|
|
|
|
|
|
Paid losses and loss expenses for claims occurring in the: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
304,121 |
|
|
|
268,173 |
|
|
|
233,969 |
|
Prior years |
|
|
469,371 |
|
|
|
468,579 |
|
|
|
422,405 |
|
|
|
|
|
|
|
|
|
|
|
Total paid losses and loss expenses |
|
|
773,492 |
|
|
|
736,752 |
|
|
|
656,374 |
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss expenses, at end of year |
|
|
2,314,746 |
|
|
|
2,089,032 |
|
|
|
1,865,801 |
|
Add: Reinsurance recoverable on unpaid loss and loss expenses, at end of year |
|
|
227,801 |
|
|
|
199,738 |
|
|
|
218,248 |
|
|
|
|
|
|
|
|
|
|
|
Gross reserves for losses and loss expenses at end of year |
|
$ |
2,542,547 |
|
|
|
2,288,770 |
|
|
|
2,084,049 |
|
|
|
|
|
|
|
|
|
|
|
The net loss and loss expense reserves increased by $225.7 million in 2007, $223.2 million in 2006,
and $249.4 million in 2005. The loss reserves include anticipated recoveries for salvage and
subrogation claims, which amounted to $52.3 million for 2007, $49.6 million for 2006, and $46.5
million in 2005. The changes in the net loss and loss expense reserves were the result of growth
in exposures, anticipated loss trends, changes in reinsurance retentions, as well as normal reserve
development inherent in the uncertainty in establishing reserves for losses and loss expenses. As
additional information is collected in the loss settlement process, reserves are adjusted
accordingly. These adjustments are reflected in the consolidated statements of income in the
period in which such adjustments are recognized. These changes could have a material impact on the
results of operations of future periods when the adjustments are made.
In 2007, Selective experienced favorable loss development in accident years 2002 through 2006 of
$61.7 million partially offset by unfavorable loss development in accident years 2001 and prior of
$42.9 million, netting to total favorable prior year development of $18.8 million. This
development was primarily driven by favorable prior year development in Selectives commercial
automobile, personal automobile, and workers compensation lines of business partially offset by
adverse development in its homeowners and personal umbrella lines of business. The commercial
automobile line of business experienced favorable prior year loss and loss expense reserve
development of approximately $19 million, which was primarily driven by lower than expected
severity in accident years 2004 through 2006. The personal automobile line of business experienced
favorable prior year development of approximately $10 million, due to lower than expected loss
emergence for accident years 2005 and prior, partially offset by higher severity in accident year
2006. The workers compensation line of business experienced favorable prior year development of
approximately $4 million reflecting the implementation of a series of improvement strategies for
this line in recent accident years partially offset by an increase in the tail factor related to
medical inflation and general development trends. The homeowners line of business experienced
adverse prior year loss and loss expense reserve development of approximately $6 million driven by
unfavorable trends in claims for groundwater contamination caused by the leakage of certain
underground oil storage tanks. The personal umbrella line of business experienced adverse prior
year loss and loss expense reserve development of approximately $4 million in 2007, which was due
to the impact of several significant losses on this small line. The remaining lines of business,
which collectively contributed approximately $4 million of adverse development, do not individually
reflect any significant trends related to prior year development.
Selective experienced favorable development in its loss and loss expense reserves totaling $7.3
million in 2006, which was primarily driven by favorable prior year development in its commercial
automobile, workers compensation, and personal automobile lines of business partially offset by
adverse development in its general liability line of business. The commercial automobile line of
business experienced favorable prior year loss and loss expense reserve development of
approximately $15 million, which was primarily driven by lower than expected severity in accident
years 2004 and 2005. The workers compensation line of business experienced favorable prior year
development of approximately $4 million, which was driven, in part, by savings realized from
changing medical and pharmacy networks outside of New Jersey and re-contracting our medical bill
review services. The personal automobile line of business experienced favorable prior year
development of approximately $9 million, due to lower than expected frequency. The general
liability line of business experienced adverse prior year loss and loss expense reserve development
of approximately $15 million in 2006, which was largely driven by Selectives contractor completed
operations business and an increase in reserves for legal expenses. The remaining lines of
business, which collectively contributed approximately $6 million of adverse development, do not
individually reflect significant prior year development.
83
Selective experienced adverse development in its loss and loss expense reserves totaling $5.1
million in 2005. Through internal actuarial reviews, Selective analyzed certain negative trends in
the workers compensation line of business and certain positive trends in the commercial automobile
line of business. In the fourth quarter of 2005, Selective had sufficient evidence accumulated to
move managements best estimate of loss reserves for these lines. Accordingly, workers
compensation reserves were increased by approximately $42 million to reflect rising medical cost
trends that impacted accident years 2001 and prior. At the same time, commercial automobile
reserves were decreased by approximately $48 million, primarily due to ongoing favorable severity
trends in the 2002 through 2004 accident years. In addition, the general liability reserves
adversely developed by approximately $14 million over the course of the year, which was driven
mainly by our contractor completed operations business impacting accident years 2001 and prior, but
partially offset by positive development in accident years 2002 through 2004. Also in 2005,
Selective increased personal automobile reserves by approximately $10 million, of which $6.0
million was attributable to prior year development due to the adverse judicial ruling by the New
Jersey Supreme Court in the second quarter of 2005 that eliminated the application of the serious
life impact standard to personal automobile bodily injury liability cases under the verbal tort
threshold of the New Jersey Automobile Insurance Cost Reduction Act (AICRA). The reserving
action was based on an analysis of claim files and loss experience pre- and post-AICRA, which
resulted in an increase to New Jersey personal automobile loss projections.
Reserves established for liability insurance, written primarily in the general liability line of
business, continue to reflect exposure to environmental claims, both asbestos and non-asbestos.
These claims have arisen primarily under older policies containing exclusions for environmental
liability which certain courts, in interpreting such exclusions, have determined do not bar such
claims. The emergence of these claims is slow and highly unpredictable. Since 1986, policies
issued by the Insurance Subsidiaries have contained a more expansive exclusion for losses related
to environmental claims. There are significant uncertainties in estimating Selectives exposure to
environmental claims (for both case and IBNR reserves) resulting from lack of historical data, long
reporting delays, uncertainty as to the number and identity of claimants and complex legal and
coverage issues. Legal issues that arise in environmental cases include federal or state venue,
choice of law, causation, admissibility of evidence, allocation of damages and contribution among
joint defendants, successor and predecessor liability, and whether direct action against insurers
can be maintained. Coverage issues that arise in environmental cases include the interpretation
and application of policy exclusions, the determination and calculation of policy limits, the
determination of the ultimate amount of a loss, the extent to which a loss is covered by a policy,
if at all, the obligation of an insurer to defend a claim and the extent to which a party can prove
the existence of coverage. Courts have reached different and sometimes inconsistent conclusions on
these legal and coverage issues. Selective does not discount to present value that portion of its
loss reserves expected to be paid in future periods.
At December 31, 2007, Selectives reserves for environmental claims amounted to $58.7 million on a
gross basis (including case reserves of $26.1 million and IBNR reserves of $32.6 million) and $51.4
million on a net basis (including case reserves of $22.6 million and IBNR reserves of $28.8
million). There are a total of 2,448 environmental claims, including multiple claimants who are
associated with the same site or incident. Of these, 2,177 are asbestos related, of which 1,150
are with seven insureds in the wholesale and/or retail of plumbing, electrical, and other building
supplies with related case reserves of $3.1 million. During 2007, 210 asbestos claims were
closed, which accounted for approximately $0.1 million of the total asbestos paid of $1.2 million.
The total case reserves for asbestos related claims amounted to $6.8 million on a gross and net
basis. About 69 of the total environmental claims involve six landfill sites. The landfill sites
account for case reserves of $11.8 million on a gross and net basis, and include reserves for
several sites that are currently listed on the National Priorities List. The remaining claims,
which account for $7.5 million of case reserves on a gross and $4.0 million on a net basis, involve
leaking underground heating oil storage tanks and other latent environmental exposures.
The following table details our exposures to various environmental claims:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
($ in millions) |
|
Gross |
|
|
Net |
|
Asbestos |
|
$ |
15.0 |
|
|
|
13.7 |
|
Landfill sites |
|
|
21.2 |
|
|
|
17.7 |
|
Other* |
|
|
22.5 |
|
|
|
20.0 |
|
|
|
|
|
|
|
|
Total |
|
$ |
58.7 |
|
|
|
51.4 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Consists of leaking underground storage tanks, and other latent environmental exposures. |
84
IBNR reserve estimation is often difficult because, in addition to other factors, there are
significant uncertainties associated with critical assumptions in the estimation process such as
average clean-up costs, third-party costs, potentially responsible party shares, allocation of
damages, insurer litigation costs, insurer coverage defenses and potential changes to state and
federal statutes. Moreover, normal historically based actuarial approaches are difficult to apply
because relevant history is not available. In addition, while models can be applied, such models
can produce significantly different results with small changes in assumptions.
The following table provides a roll-forward of gross and net environmental incurred losses and loss
expenses and related reserves thereon:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
(in thousands) |
|
Gross |
|
|
Net |
|
|
Gross |
|
|
Net |
|
|
Gross |
|
|
Net |
|
Asbestos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
14,164 |
|
|
|
12,863 |
|
|
|
13,113 |
|
|
|
11,813 |
|
|
|
10,602 |
|
|
|
9,302 |
|
Incurred losses and loss expenses |
|
|
1,943 |
|
|
|
1,845 |
|
|
|
2,083 |
|
|
|
1,327 |
|
|
|
3,703 |
|
|
|
3,702 |
|
Less losses and loss expenses paid |
|
|
(1,152 |
) |
|
|
(1,053 |
) |
|
|
(1,032 |
) |
|
|
(277 |
) |
|
|
(1,192 |
) |
|
|
(1,191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
14,955 |
|
|
|
13,655 |
|
|
|
14,164 |
|
|
|
12,863 |
|
|
|
13,113 |
|
|
|
11,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Asbestos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
36,547 |
|
|
|
33,615 |
|
|
|
32,513 |
|
|
|
30,013 |
|
|
|
31,674 |
|
|
|
29,174 |
|
Incurred losses and loss expenses |
|
|
10,496 |
|
|
|
7,128 |
|
|
|
7,357 |
|
|
|
6,534 |
|
|
|
3,716 |
|
|
|
2,834 |
|
Less losses and loss expenses paid |
|
|
(3,302 |
) |
|
|
(3,027 |
) |
|
|
(3,323 |
) |
|
|
(2,932 |
) |
|
|
(2,877 |
) |
|
|
(1,995 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
43,741 |
|
|
|
37,716 |
|
|
|
36,547 |
|
|
|
33,615 |
|
|
|
32,513 |
|
|
|
30,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Environmental Claims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
50,711 |
|
|
|
46,478 |
|
|
|
45,626 |
|
|
|
41,826 |
|
|
|
42,276 |
|
|
|
38,476 |
|
Incurred losses and loss expenses |
|
|
12,439 |
|
|
|
8,973 |
|
|
|
9,440 |
|
|
|
7,861 |
|
|
|
7,419 |
|
|
|
6,536 |
|
Less losses and loss expenses paid |
|
|
(4,454 |
) |
|
|
(4,080 |
) |
|
|
(4,355 |
) |
|
|
(3,209 |
) |
|
|
(4,069 |
) |
|
|
(3,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
58,696 |
|
|
|
51,371 |
|
|
|
50,711 |
|
|
|
46,478 |
|
|
|
45,626 |
|
|
|
41,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on its aggregate reserve for net losses and loss expenses at December 31, 2007, Selective
does not expect that liabilities associated with environmental and non-environmental claims will
have a materially adverse impact on its future liquidity, financial position and results of
operations. However, given the complexity of coverage and other legal issues, and the significant
assumptions used in estimating such exposures, actual results could significantly differ from
Selectives current estimates.
Note 9 Indebtedness
(a) Senior Convertible Notes
In 2002, Selective issued $305 million aggregate principal amount of 1.6155% senior convertible
notes (Convertible Notes), due September 24, 2032, at a discount of 61.988% resulting in an
effective yield of 4.25%. Selective recorded gross proceeds of $116.0 million along with $3.2
million of deferred charges, which were amortized over the life of the Convertible Notes, in
connection with debt issuance costs. Approximately $72.0 million of the net proceeds were used to
fund an irrevocable trust, which provided for certain payment obligations in respect of Selectives
outstanding debt obligations through 2005. Selective also paid a $40.0 million capital
contribution to its Insurance Subsidiaries with the remainder of the net proceeds.
The Convertible Notes were redeemable by Selective in whole or in part, at any time on or after
September 24, 2007, at a price equal to the sum of the issue price, plus the call premium, if any,
plus accrued original issue discount and accrued and unpaid cash interest, if any, on such
Convertible Notes to the applicable redemption date.
During 2006, $58.5 million of the principal balance was redeemed through an induced conversion that
resulted in (i) the issuance of 3,996,306 shares of stock; (ii) additional expense of $2.1 million
representing the incremental consideration in connection with the transactions; and (iii) a $1.5
million equity charge representing the related unamortized debt costs.
During the first ten months of 2007, $21.7 million of the principal balance was voluntarily
presented for conversion, $11.2 million of which was settled through the issuance of 765,903
shares, with the remaining $10.5 million net-share settled resulting in the issuance of 235,220
shares.
During the last two months of 2007, the remaining $35.7 million of the Convertible Notes were
called for redemption, of which $8.7 million settled in January 2008. The Company net-share
settled the majority of these notes, which had been voluntarily presented for conversion prior to
redemption, and as a result, issued 905,052 shares.
85
(b) Notes Payable
(1) On September 25, 2006, Selective issued $100 million aggregate principal amount of 7.5%
Junior Subordinated Notes due 2066 (Junior Notes). The Junior Notes will pay interest, subject
to Selectives right to defer interest payments for up to 10 years, on March 15, June 15, September
15, and December 15 of each year, beginning December 15, 2006, and ending on September 27, 2066.
At anytime on or after September 26, 2011, the Junior Notes may be called by Selective at any time,
in whole or in part, at their aggregate principal amount, together with any accrued and unpaid
interest. The net proceeds of $96.8 million from the issuance were used for general corporate
purposes.
(2) On November 3, 2005, Selective issued $100 million of 6.70% Senior Notes due 2035. These
notes were issued at a discount of $0.7 million resulting in an effective yield of 6.754% and pay
interest on May 1 and November 1 each year commencing on May 1, 2006. Net proceeds of
approximately $50 million were used to fund an irrevocable trust to provide for certain payment
obligations in respect of Selectives outstanding debt. The remainder of the bond proceeds were
used for general corporate purposes.
(3) On November 15, 2004, Selective issued $50 million of 7.25% Senior Notes due 2034. These
notes were issued at a discount of $0.1 million, resulting in an effective yield of 7.27% and pay
interest on May 15 and November 15 each year. The Parent contributed $25.0 million of the bond
proceeds to the Insurance Subsidiaries as capital. The remainder of the proceeds were used for
general corporate purposes.
(4) On May 4, 2000, Selective entered into a $30.0 million and a $61.5 million note purchase
agreement with various private lenders covering the 8.63% and 8.87% Senior Notes, respectively. As
of December 31, 2007, the principal amount of the 8.63% Senior Notes has been paid in full.
Selective has paid $24.6 million in principal to date, in addition to accrued interest thereon, for
the 8.87% Senior Notes. Principal payments of $12.3 million are required annually through May 4,
2010. The unpaid principal amount of these Senior Notes, which was $36.9 million at December 31,
2007 and $49.2 million at December 31, 2006, accrues interest and is payable semiannually on May 4
and November 4 of each year, until the principal is paid in full.
The note purchase agreement covering the 8.87% Senior Notes contains restrictive business covenants
that are reviewed quarterly. They include, but are not limited to, a limitation on indebtedness,
restricted ability to declare dividends, and net worth maintenance. All of the covenants were met
during 2007 and 2006. At December 31, 2007, the amount available for dividends to stockholders
under such restrictions was $336.0 million for the 2000 senior notes.
(c) Convertible Subordinated Debentures
The Convertible Subordinated Debentures (the Debentures) were issued under an Indenture dated
December 29, 1982, (the 1982 Indenture) in the principal amount of $25.0 million, bearing
interest at a rate of 8.75% per annum, which is payable on the unpaid principal semiannually on
January 1 and July 1 in each year to holders of record at the close of business on the preceding
December 15 and June 15, respectively. The Debentures are convertible into Common Stock at an
effective conversion price of $3.54 per share. The 1982 Indenture requires Selective to retire,
through the operation of a mandatory sinking fund, 5% of the original $25.0 million aggregate
principal amount of the debentures on or before December 31 of each year from 1993 through 2006.
Voluntary conversions have satisfied this obligation in its entirety.
The principal amount of the Debentures, which was $0.2 million at December 31, 2007 and $0.8
million at December 31, 2006, is included in Other liabilities on the Consolidated Balance
Sheets. On January 2, 2008, the Debentures matured and were settled through the issuance of 45,763
shares of Selectives Common Stock along with an insignificant cash payment.
(d) Short-Term Debt
On August 11, 2006, Selective entered into a syndicated line of credit agreement with Wachovia
Bank, National Association, as administrative agent. Under this agreement, Selective has access to
a $50.0 million revolving credit facility, which can be increased to $75.0 million with the consent
of all lending parties. The agreement will expire on August 11, 2011. Interest rates on
borrowings under the credit facility are based on either London Interbank Offered Rate or the
higher of the prime rate and adjusted federal funds rate. Selective accessed $6.0 million from the
facility during 2007 at the London Interbank Offered Rate. At December 31, 2007, there were no
balances outstanding under the line of credit. Prior to this time, Selective had revolving lines
of credit with State Street Corporation of $20.0 million and Wachovia Bank, National Association,
of $25.0 million which expired during the third quarter of 2006.
86
Note 10 Stockholders Equity
On January 30, 2007, the Board of Directors of Selective Insurance Group, Inc. declared a
two-for-one stock split of Selectives Common Stock, par value $2.00 per share in the form of a
share dividend of one additional share of Common Stock for each outstanding share of Common Stock
issued by Selective (the Share Dividend). The Share Dividend was paid on February 20, 2007 to
shareholders of record as of the close of business on February 13, 2007. The effect of the Share
Dividend has been recognized retroactively in 2006 and 2005 share and per share data, as well as
the capital stock account balances, in the accompanying Consolidated Financial Statements, Notes to
Consolidated Financial Statements and supplemental financial data.
As of December 31, 2007, Selective had an additional 12.5 million shares reserved for various stock
compensation and purchase plans, retirement plans, dividend reinvestment plans and convertible debt
offerings. As part of its ongoing capital management strategy, Selective repurchases its own stock.
The following table provides information regarding Selectives purchase of its own Common Stock
during the 2005-2007 reporting periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Cost of Shares Purchased |
|
|
Shares Purchased |
|
|
Cost of Shares Purchased |
|
|
|
in connection with |
|
|
in connection with |
|
|
as Part of Publicly |
|
|
as Part of Publicly |
|
|
|
Restricted stock Vestings |
|
|
Restricted stock Vestings |
|
|
Announced Plans |
|
|
Announced Plans |
|
Period |
|
and Stock Option Exercises |
|
|
and Stock Option Exercises |
|
|
or Programs |
|
|
or Programs |
|
2007 |
|
|
354,456 |
|
|
$ |
8,813 |
|
|
|
5,703,464 |
|
|
$ |
143,305 |
|
2006 |
|
|
228,914 |
|
|
$ |
6,237 |
|
|
|
4,106,708 |
|
|
$ |
110,117 |
|
2005 |
|
|
225,690 |
|
|
$ |
6,557 |
|
|
|
670,528 |
|
|
$ |
16,327 |
|
The maximum number of shares that may yet be purchased under Selectives authorized stock
repurchase program is 3.5 million. This program is scheduled to expire on July 26, 2009.
Selectives ability to declare and pay dividends on its Common Stock is affected by the ability of
its subsidiaries to declare and pay dividends to the parent holding company. The dividends from
Selective HR are restricted by the operating cash flows of this entity, as well as professional
employer organization licensing requirements to maintain a current ratio of at least 1:1. The
dividends from the Insurance Subsidiaries are subject to the regulatory limitations of the states
in which the Insurance Subsidiaries are domiciled: New Jersey, New York, North Carolina, South
Carolina, or Maine. Based on the unaudited 2007 statutory financial statements, the maximum
ordinary dividends that can be paid to Selective by the Insurance Subsidiaries in 2008 are:
|
|
|
|
|
($ in millions) |
|
|
|
Selective Insurance Company of America |
|
$ |
84.5 |
|
Selective Way Insurance Company |
|
|
25.7 |
|
Selective Insurance Company of South Carolina |
|
|
11.3 |
|
Selective Insurance Company of the Southeast |
|
|
9.0 |
|
Selective Insurance Company of New York |
|
|
7.5 |
|
Selective Insurance Company of New England |
|
|
1.3 |
|
Selective Auto Insurance Company of New Jersey |
|
|
0.1 |
|
|
|
|
|
Total |
|
$ |
139.4 |
|
|
|
|
|
The statutory capital and surplus of the Insurance Subsidiaries in excess of these ordinary
dividend amounts must remain with the Insurance Subsidiaries in the absence of the approval of a
request for an extraordinary dividend. In each such jurisdiction, domestic insurers are prohibited
from paying extraordinary dividends without approval of the insurance commissioner of the
respective state. Additionally, New Jersey, North Carolina, and South Carolina require notice of
the declaration of any ordinary or extraordinary dividend distribution. During the notice period,
the relevant state regulatory authority may disallow all or part of the proposed dividend if it
determines that the insurers surplus, with regard to policyholders, is not reasonable in relation
to the insurers outstanding liabilities and adequate for its financial needs.
87
Note 11 Preferred Share Purchase Rights Plan
On February 2, 1999, Selectives Board of Directors (the Board) approved the Amended and Restated
Rights Agreement (the Rights Agreement). Under the Rights Agreement, the right to purchase
one-half of one two-hundredth (or one four-hundredth) of a share of Selectives Series A Junior
Preferred Stock (each, a Preferred Share) at an exercise price of $80 (each, a Right and
collectively, the Rights) is attached to each share of Selectives Common Stock. The Right is
exercisable 10 days after an announcement that a person or group has acquired 15% or more of
Selectives outstanding Common Stock (an Acquiring Person) or 10 business days after a person or
group commences or announces its intent to make a tender offer that would result in such person or
group becoming an Acquiring Person. If a person or group becomes an Acquiring Person, each Right
will entitle the holder, other than an Acquiring Person, to purchase such number of one-half of one
two-hundredths of a Preferred Share, as set forth in the Rights certificate (the Rights Amount),
at a price of $80 per one-half of one two-hundreds of a Preferred Share.
If Selective is acquired in a merger, or 50% or more of its assets are sold (each a Triggering
Transaction), each holder of a Right, other than an Acquiring Person, will have the right to
receive, for an exercise price of $80, such number of shares of Common Stock of the Principal Party
(as defined in the Rights Agreement) equal to $80 multiplied by the Rights Amount, divided by 50%
of the current per-share market price of the Common Stock of the Principal Party on the
consummation date of the Triggering Transaction.
Selectives Board may, after a person or group becomes an Acquiring Person, but before an Acquiring
Person acquires 50% or more of Selectives outstanding Common Stock, exchange all or part of the
outstanding Rights, other than the Rights of an Acquiring Person, for Selectives Common Stock, at
an exchange ratio of one (1) share of Common Stock per Right. The Rights expire at the earliest
of: (i) the close of business on February 2, 2009; (ii) the time at which Selectives Board of
Directors redeems all of the outstanding Rights at a redemption price of $0.01 per Right before an
announcement that a person or group has become an Acquiring Person; or (iii) the time at which the
Rights are exchanged for shares of Selectives Common Stock as described above.
Note 12 Segment Information
Selective has classified its operations into three segments, the disaggregated results of which are
reported to and used by senior management to manage Selectives operations:
|
|
|
Insurance Operations, which are evaluated based on statutory underwriting results (net
premiums earned, incurred losses and loss expenses, policyholders dividends, policy
acquisition costs, and other underwriting expenses), and statutory combined ratios; |
|
|
|
Investments, which are evaluated based on net investment income and net realized gains
and losses; and |
|
|
|
Diversified Insurance Services (federal flood insurance administrative services and
human resource administration outsourcing products and servicing), which, because they are
not dependent on insurance underwriting cycles, are evaluated based on several measures
including, but not limited to, results of operations in accordance with GAAP, with a focus
on return on revenues (net income divided by revenues). |
Selective does not aggregate any of its operating segments. The Insurance Operations and
Diversified Insurance Services segments share a common marketing or distribution system and create
new opportunities for independent insurance agents to bring value-added services and products to
their customers. Selectives commercial and personal lines property and casualty insurance
products, flood insurance, and human resource administration outsourcing products are sold through
independent insurance agents.
In December 2005, Selective divested itself of its 100% ownership interest in CHN Solutions (Alta
Services, LLC and Consumer Health Network Plus, LLC), which had historically been reported as part
of the Managed Care component of the Diversified Insurance Services segment. For additional
information regarding this divestiture, see Note 15, Discontinued Operations. Selectives
remaining goodwill balance by operating segment is as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Diversified Insurance Services goodwill |
|
$ |
25,788 |
|
|
|
25,788 |
|
Insurance Operations goodwill |
|
|
7,849 |
|
|
|
7,849 |
|
|
|
|
|
|
|
|
Total goodwill |
|
$ |
33,637 |
|
|
|
33,637 |
|
|
|
|
|
|
|
|
88
Selectives Insurance Operations and Diversified Insurance Services segments are subject to
geographic concentration. Approximately 30% of net premiums written are related to insurance
policies written in New Jersey and 29% of Selective HRs co-employer service fees are related to
business in Florida. For additional information regarding the states that the Companys remaining
revenues are generated from, see the section entitled Regional Geographic Market Focus in Item 1.
Business, from this Form 10-K.
Selective and its subsidiaries also provide services to each other in the normal course of
business. These transactions totaled $17.8 million in 2007, $19.3 million in 2006, and $19.4
million in 2005. These transactions were eliminated in all consolidated statements. In computing
the results of each segment, Selective does not make adjustments for interest expense, net general
corporate expenses, or federal income taxes. Selective does not maintain separate investment
portfolios for the segments and therefore, does not allocate assets to the segments.
The following summaries present revenues from continuing operations (net investment income and net
realized gains on investments in the case of the Investments segment) and pre-tax income from
continuing operations for the individual segments:
Revenue by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Insurance Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial automobile net premiums earned |
|
$ |
315,259 |
|
|
|
319,921 |
|
|
|
320,080 |
|
Workers compensation net premiums earned |
|
|
325,636 |
|
|
|
314,174 |
|
|
|
293,268 |
|
General liability net premiums earned |
|
|
410,024 |
|
|
|
402,745 |
|
|
|
363,513 |
|
Commercial property net premiums earned |
|
|
190,681 |
|
|
|
182,351 |
|
|
|
168,282 |
|
Business owners policy net premiums earned |
|
|
52,677 |
|
|
|
48,500 |
|
|
|
46,708 |
|
Bonds net premiums earned |
|
|
19,036 |
|
|
|
17,466 |
|
|
|
16,026 |
|
Other net premiums earned |
|
|
689 |
|
|
|
719 |
|
|
|
789 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial lines net premiums earned |
|
|
1,314,002 |
|
|
|
1,285,876 |
|
|
|
1,208,666 |
|
|
Personal automobile net premiums earned |
|
|
132,944 |
|
|
|
146,737 |
|
|
|
164,805 |
|
Homeowners net premiums earned |
|
|
62,280 |
|
|
|
59,334 |
|
|
|
37,706 |
|
Other net premiums earned |
|
|
8,080 |
|
|
|
7,717 |
|
|
|
6,836 |
|
|
|
|
|
|
|
|
|
|
|
Total personal lines net premiums earned |
|
|
203,304 |
|
|
|
213,788 |
|
|
|
209,347 |
|
|
Miscellaneous income |
|
|
5,795 |
|
|
|
5,390 |
|
|
|
3,768 |
|
|
|
|
|
|
|
|
|
|
|
Total insurance operations revenues |
|
|
1,523,101 |
|
|
|
1,505,054 |
|
|
|
1,421,781 |
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
174,144 |
|
|
|
156,802 |
|
|
|
135,950 |
|
Net realized gains on investments |
|
|
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
|
|
|
|
|
|
|
|
|
|
Total investment revenues |
|
|
207,498 |
|
|
|
192,281 |
|
|
|
150,414 |
|
|
Diversified Insurance Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Human resource administration outsourcing |
|
|
59,109 |
|
|
|
63,322 |
|
|
|
60,227 |
|
Flood insurance |
|
|
47,842 |
|
|
|
41,522 |
|
|
|
34,320 |
|
Other |
|
|
8,615 |
|
|
|
5,682 |
|
|
|
4,164 |
|
|
|
|
|
|
|
|
|
|
|
Total diversified insurance services revenues from continuing operations |
|
|
115,566 |
|
|
|
110,526 |
|
|
|
98,711 |
|
|
|
|
|
|
|
|
|
|
|
Total all segments |
|
|
1,846,165 |
|
|
|
1,807, 861 |
|
|
|
1,670,906 |
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
63 |
|
|
|
6 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
1,846,228 |
|
|
|
1,807,867 |
|
|
|
1,671,012 |
|
|
|
|
|
|
|
|
|
|
|
89
Income or (loss) from continuing operations before federal income tax by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Insurance Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial lines underwriting income |
|
$ |
42,105 |
|
|
|
63,482 |
|
|
|
75,671 |
|
Personal lines underwriting loss |
|
|
(26,148 |
) |
|
|
(5,504 |
) |
|
|
(5,943 |
) |
|
|
|
|
|
|
|
|
|
|
Underwriting income, before federal income tax |
|
|
15,957 |
|
|
|
57,978 |
|
|
|
69,728 |
|
GAAP combined ratio |
|
|
98.9 |
% |
|
|
96.1 |
|
|
|
95.1 |
|
Statutory combined ratio |
|
|
97.5 |
% |
|
|
95.4 |
|
|
|
94.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
174,144 |
|
|
|
156,802 |
|
|
|
135,950 |
|
Net realized gains on investments |
|
|
33,354 |
|
|
|
35,479 |
|
|
|
14,464 |
|
|
|
|
|
|
|
|
|
|
|
Total investment income, before federal income tax |
|
|
207,498 |
|
|
|
192,281 |
|
|
|
150,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Insurance Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
|
18,623 |
|
|
|
17,808 |
|
|
|
14,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total all segments |
|
|
242,078 |
|
|
|
268,067 |
|
|
|
234,935 |
|
Interest expense |
|
|
(23,795 |
) |
|
|
(21,411 |
) |
|
|
(17,582 |
) |
General corporate expenses |
|
|
(25,525 |
) |
|
|
(26,146 |
) |
|
|
(14,569 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
$ |
192,758 |
|
|
|
220,510 |
|
|
|
202,784 |
|
|
|
|
|
|
|
|
|
|
|
Note 13 Earnings per Share
The following table provides a reconciliation of the numerators and denominators of the basic and
diluted earnings per share (EPS) computations of net income for the year ended:
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
|
|
Shares |
|
|
Per Share |
|
(in thousands, except per share amounts) |
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
146,498 |
|
|
|
52,382 |
|
|
|
2.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock |
|
|
|
|
|
|
1,158 |
|
|
|
|
|
8.75% convertible subordinated debentures |
|
|
25 |
|
|
|
128 |
|
|
|
|
|
4.25% senior convertible notes |
|
|
1,268 |
|
|
|
2,931 |
|
|
|
|
|
Stock options |
|
| |
|
|
|
385 |
|
|
|
|
|
Deferred shares |
|
| |
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
and assumed conversions |
|
$ |
147,791 |
|
|
|
57,165 |
|
|
|
2.59 |
|
|
|
|
|
|
|
|
|
|
|
During the fourth quarter of 2007, the remaining $46.6 million principal balance of Selectives
Senior Convertible Notes that were scheduled to mature on September 24, 2032 were either
voluntarily converted or mandatorily redeemed, with the final $8.7 million settled in January 2008.
These activities resulted in the issuance of approximately 1.2 million shares as well as the
elimination of approximately 3.2 million common stock equivalents. The full impact on the weighted
average shares for these transactions was not realized during 2007, because the transactions
occurred during the fourth quarter of the year. For additional information regarding these
transactions, see Note 9, Indebtedness.
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
|
|
Shares |
|
|
Per Share |
|
(in thousands, except per share amounts) |
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
163,574 |
|
|
|
54,986 |
|
|
|
2.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock |
|
| |
|
|
|
1,264 |
|
|
|
|
|
8.75% convertible subordinated debentures |
|
|
43 |
|
|
|
216 |
|
|
|
|
|
4.25% senior convertible notes |
|
|
2,170 |
|
|
|
5,334 |
|
|
|
|
|
Stock options |
|
| |
|
|
|
566 |
|
|
|
|
|
Deferred shares |
|
| |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Income
available to common stockholders and assumed conversions |
|
$ |
165,787 |
|
|
|
62,542 |
|
|
|
2.65 |
|
|
|
|
|
|
|
|
|
|
|
90
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
|
|
Shares |
|
|
Per Share |
|
(in thousands, except per share amounts) |
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
$ |
147,452 |
|
|
|
54,342 |
|
|
$ |
2.72 |
|
Net income from discontinued operations |
|
|
546 |
|
|
|
54,342 |
|
|
|
0.01 |
|
Cumulative effect of change in accounting principle |
|
|
495 |
|
|
|
54,342 |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
148,493 |
|
|
|
54,342 |
|
|
$ |
2.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock |
|
| |
|
|
|
1,318 |
|
|
|
|
|
8.75% convertible subordinated debentures |
|
|
45 |
|
|
|
224 |
|
|
|
|
|
4.25% senior convertible notes |
|
|
3,203 |
|
|
|
7,916 |
|
|
|
|
|
Stock options |
|
| |
|
|
|
726 |
|
|
|
|
|
Deferred shares |
|
| |
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
150,700 |
|
|
|
64,708 |
|
|
$ |
2.33 |
|
Net income from discontinued operations |
|
|
546 |
|
|
|
64,708 |
|
|
|
0.01 |
|
Cumulative effect of change in accounting principle |
|
|
495 |
|
|
|
64,708 |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders and
assumed conversions |
|
$ |
151,741 |
|
|
|
64,708 |
|
|
$ |
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 14 Federal Income Tax
(a) A reconciliation of federal income tax on pre-tax earnings at the corporate rate to the
effective tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Tax at statutory rate of 35% |
|
$ |
67,465 |
|
|
|
77,178 |
|
|
|
70,974 |
|
Tax-advantaged interest |
|
|
(19,246 |
) |
|
|
(17,911 |
) |
|
|
(14,334 |
) |
Dividends received deduction |
|
|
(1,213 |
) |
|
|
(2,019 |
) |
|
|
(2,152 |
) |
Other |
|
|
(746 |
) |
|
|
(312 |
) |
|
|
844 |
|
|
|
|
|
|
|
|
|
|
|
Federal income tax expense |
|
$ |
46,260 |
|
|
|
56,936 |
|
|
|
55,332 |
|
|
|
|
|
|
|
|
|
|
|
(b) The tax effects of the significant temporary differences that give rise to deferred tax
assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net loss reserve discounting |
|
$ |
96,697 |
|
|
|
93,466 |
|
Net unearned premiums |
|
|
53,158 |
|
|
|
50,553 |
|
Employee Benefits |
|
|
8,736 |
|
|
|
10,695 |
|
Long-term incentive compensation plans |
|
|
11,518 |
|
|
|
10,575 |
|
Other |
|
|
7,020 |
|
|
|
5,052 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
177,129 |
|
|
|
170,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Deferred policy acquisition costs |
|
|
79,249 |
|
|
|
76,333 |
|
Unrealized gains on available-for-sale securities |
|
|
50,648 |
|
|
|
61,572 |
|
Accelerated depreciation and amortization |
|
|
14,510 |
|
|
|
8,434 |
|
Other |
|
|
10,347 |
|
|
|
8,557 |
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
154,754 |
|
|
|
154,896 |
|
|
|
|
|
|
|
|
Net deferred federal income tax asset |
|
$ |
22,375 |
|
|
|
15,445 |
|
|
|
|
|
|
|
|
Based on Selectives federal tax loss carryback availability, expected levels of pre-tax financial
statement income and federal taxable income, Selective believes it is more likely than not that the
existing deductible temporary differences will reverse during periods in which Selective generates
net federal taxable income or has adequate federal carryback availability. As a result, Selective
has no valuation allowance recognized for federal deferred tax assets.
Stockholders equity reflects tax benefits related to compensation expense deductions for stock
options exercised of $17.0 million at December 31, 2007, $13.5 million at December 31, 2006, and
$9.6 million at December 31, 2005.
91
Note 15 Discontinued Operations
In December 2005, Selective divested itself of its 100% ownership interest in CHN Solutions (Alta
Services, LLC and Consumer Health Network Plus, LLC), which had historically been reported as part
of the Managed Care component of the Diversified Insurance Services segment. Selective sold its
interest in CHN Solutions for proceeds of $16.4 million, which produced an after tax loss of $2.6
million. This loss, which is net of a tax benefit of $1.4 million, is included in discontinued
operations on the Consolidated Statements of Income. Also included in discontinued operations on
the Consolidated Statements of Income are after tax profits of $3.2 million in 2005 from the
operations of CHN Solutions prior to divestiture. Taxes on these operating profits amounted to
$1.7 million in 2005.
As part of the divestiture, Selectives Insurance Subsidiaries entered into an agreement with the
buyer, wherein Selectives Insurance Subsidiaries have agreed to continue to use the managed care
services of CHN Solutions in processing claims for its workers compensation and automobile policies
issued by the Insurance Subsidiaries in the State of New Jersey. This agreement is effective until
December 2010 and can be terminated by either party for the following reasons: (i) breach of
contract; (ii) insolvency; or (iii) a change in control. In addition, Selectives Insurance
Subsidiaries can terminate the agreement if the buyer fails to meet the performance standards as
outlined in the agreement.
Selective has reclassified prior period amounts on the consolidated statements of income to present
the operating results of CHN Solutions as a discontinued operation.
Operating results, as well as the loss on disposition, from discontinued operations are as follows:
|
|
|
|
|
(in thousands) |
|
2005 |
|
Net revenue |
|
$ |
25,791 |
|
Pre-tax profit |
|
|
4,893 |
|
After-tax profit |
|
|
3,180 |
|
Loss on disposition, net of tax |
|
|
(2,634 |
) |
Note 16 Retirement Plans
(a) Retirement Plan for Nonemployee Directors
Selective terminated, effective December 31, 1997, a nonqualified defined benefit retirement income
plan for non-employee Directors. The estimated accrued costs for this plan were not material. As
part of the termination, the present value of each Directors future benefits, as of that date, was
converted into units based on the fair value of Selective Common Stock. The original termination
called for the cash value of these units based upon the fair value of Selective Common Stock on
retirement date to be distributed to each Director, or at each Directors election, over a period
of fifteen years after such retirement. On May 8, 2002, the stockholders approved the conversion
of the units issued under the termination plan into shares of Selective Common Stock. All of the
shares issued under this conversion have been deferred by the participants for receipt upon
retirement, or at each Directors election, over a period of no more than five years after such
retirement. These deferred shares, which are currently being held in accounts on behalf of each
Director, are credited with cash dividends along with interest on those dividends. The adoption of
FAS 123R on January 1, 2005 resulted in a reclassification of $1.3 million to Additional paid-in
capital on the Consolidated Balance Sheet for these deferred shares. The amount reflected in
Additional paid-in capital for these deferred shares was $1.0 million at December 31, 2007 and
$1.1 million at December 31, 2006.
(b) Retirement Savings Plan
Selective offers a voluntary defined contribution 401(k) retirement savings plan to employees who
meet eligibility requirements. Participants, other than highly compensated employees as defined by
the IRS, can contribute up to 50% of their defined compensation to the Retirement Savings Plan.
Highly compensated employees are limited to 8% of their defined compensation. Contributions by
participants are matched 65% by Selective up to a maximum of 7% of defined compensation. Effective
January 1, 2006, Selective Insurance Retirement Savings Plan (Retirement Savings Plan) was
amended to include additional enhanced matching contributions and non-elective contributions for
otherwise eligible employees who, because of a date of hire after December 31, 2005, are not
eligible for the Retirement Income Plan for Selective Insurance Company of America (Retirement
Income Plan). For those employees, following one year of service, Selective matches, dollar for
dollar, up to 2% of the employees base pay contributions. In addition, Selective makes
non-elective contributions to the Retirement Savings Plan equal to 2% of the employees base pay
effective with the first pay following one year of service.
92
The Retirement Savings Plan allows employees to make voluntary contributions to a number of
diversified investment options, as well as Selectives Common Stock, on a before and/or after-tax
basis. Shares of Selectives Common Stock issued under this plan were 29,214 during 2007, 21,472
during 2006, and 29,572 during 2005. The number of shares of Selectives Common Stock available to
be purchased under the Retirement Savings Plan was 1,516,954 at December 31, 2007.
Two additional defined contribution plans are maintained by Selective HR, which does not
participate in Selectives defined contribution plan. The maximum allowable employee contribution
to these plans is 75% of defined compensation. The contributions of highly compensated employees
may be further restricted in accordance with the plan terms.
In all plans, employees age 50 or older who are contributing the maximum may also make additional
contributions not to exceed the additional amount permitted by the IRS.
Employer contributions for all the plans amounted to $5.4 million in 2007, $4.4 million in 2006,
and $4.0 million in 2005.
(c) Deferred Compensation Plan
Selective offers a nonqualified deferred compensation plan (Deferred Compensation Plan) to a
group of management or highly compensated employees (the Participants) as a method of recognizing
and retaining such employees. The Deferred Compensation Plan provides the Participants the
opportunity to elect to defer receipt of specified portions of compensation and to have such
deferred amounts treated as if invested in specified investment options. A Participant in the
Deferred Compensation Plan may elect to defer compensation or awards to be received from Selective,
including up to: (i) 50% of annual base salary; (ii) 100% of incentive compensation; and/or (iii)
a percentage of other compensation as otherwise designated by the Administrator of the Deferred
Compensation Plan.
In addition to the deferrals elected by the Participants, Selective may choose at any time to make
discretionary contributions on a consistent basis to the deferral accounts of all Participants in
its sole discretion. No discretionary contributions were made in 2007, 2006, or 2005. Selective
may also choose to make matching contributions to the deferral accounts of some or all Participants
to the extent a Participant did not receive the maximum matching contribution permissible under
Selectives Retirement Savings Plan due to limitations under the Internal Revenue Code or the
Retirement Savings Plan.
Selective contributed $0.1 million in 2007 and 2006 and $0.4 million in 2005 to the Deferred
Compensation Plan.
(d) Retirement Income and Postretirement Plans
Selectives Retirement Income Plan is a noncontributory defined benefit retirement income plan
covering all employees who meet eligibility requirements. Selectives funding policy provides that
payments to the pension trust shall be equal to the minimum funding requirements of the Employee
Retirement Income Security Act, plus additional amounts that the Board of Directors of Selective
Insurance Company of America, the plan sponsor, may approve from time to time. For entrants into
the Retirement Income Plan on or after July 1, 2002, the monthly retirement benefits beginning at
normal retirement were decreased to 1.2% from 2.0% of the average monthly compensation as defined.
Also, for all Retirement Income Plan participants, early retirement eligibility begins at age 55
with 10 years of service or when the sum of a participants age plus years of service equals at
least 70.
Effective January 1, 2006, the Retirement Income Plan was amended to eliminate eligibility for plan
participation by employees hired on or after January 1, 2006. If otherwise qualified, these
employees will, however, be eligible for enhanced matching and non-elective Selective contributions
under the Retirement Savings Plan as discussed above.
93
Selective also provides life insurance benefits (postretirement benefits) for retired employees.
Substantially all of Selectives employees may become eligible for these benefits if they reach
retirement age while working for Selective and meet a minimum of 10 years of eligibility service.
Those individuals who retired prior to January 1, 1991 receive life insurance coverage which
decreases over ten years to a current ultimate value of up to approximately $70,000 per retiree.
Those individuals who retired on or after January 1, 1991, through December 31, 2001, receive life
insurance coverage in an amount equal to 50% of their annual salary amount in effect at the end of
their active career to a maximum benefit of $100,000. Those individuals retiring on or after
January 1, 2002, through December 31, 2004, receive life insurance coverage in an amount equal to
50% of their annual salary amount in effect at the end of their active career to a maximum benefit
of $35,000. Those individuals retiring on or after January 1, 2005, through December 31, 2007,
receive life insurance coverage in an amount equal to 50% of their active life insurance coverage
in effect at the end of their active career to a maximum benefit of $35,000. Those individuals
retiring on or after January 1, 2008 that have attained age 60 by December 31, 2007 will receive
life insurance coverage in an amount equal to 50% of their active life insurance coverage in effect
at the end of their active career to a maximum benefit of $35,000. All other individuals retiring
on or after January 1, 2008 will receive life insurance coverage in an amount equal to $10,000.
The estimated cost of these benefits is accrued over the working lives of those employees expected
to qualify for such benefits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
|
Postretirement Plan |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Change in Benefit Obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, beginning of year |
|
$ |
149,943 |
|
|
|
148,137 |
|
|
|
8,610 |
|
|
|
7,554 |
|
Service cost |
|
|
7,454 |
|
|
|
7,345 |
|
|
|
317 |
|
|
|
339 |
|
Interest cost |
|
|
8,963 |
|
|
|
8,061 |
|
|
|
495 |
|
|
|
472 |
|
Actuarial (gains) losses |
|
|
(11,265 |
) |
|
|
(10,310 |
) |
|
|
(275 |
) |
|
|
488 |
|
Benefits paid |
|
|
(3,743 |
) |
|
|
(3,290 |
) |
|
|
(261 |
) |
|
|
(243 |
) |
Special termination benefits |
|
|
900 |
|
|
| |
|
|
|
100 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, end of year |
|
$ |
152,252 |
|
|
|
149,943 |
|
|
|
8,986 |
|
|
|
8,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value of Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets, beginning of year |
|
$ |
135,911 |
|
|
|
121,785 |
|
|
| |
|
|
| |
|
Actual return on plan assets (net of expenses) |
|
|
7,555 |
|
|
|
13,194 |
|
|
| |
|
|
| |
|
Contributions by the employer to funded plans |
|
|
8,200 |
|
|
|
4,150 |
|
|
| |
|
|
| |
|
Contributions by the employer to unfunded plans |
|
|
72 |
|
|
|
72 |
|
|
| |
|
|
| |
|
Benefits paid |
|
|
(3,743 |
) |
|
|
(3,290 |
) |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets, end of year |
|
$ |
147,995 |
|
|
|
135,911 |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
$ |
(4,257 |
) |
|
|
(14,032 |
) |
|
|
(8,986 |
) |
|
|
(8,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Consolidated Balance Sheet: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
(4,257 |
) |
|
|
(14,032 |
) |
|
|
(8,986 |
) |
|
|
(8,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension liability, end of year |
|
$ |
(4,257 |
) |
|
|
(14,032 |
) |
|
|
(8,986 |
) |
|
|
(8,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Accumulated Other
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
$ |
776 |
|
|
|
926 |
|
|
|
(235 |
) |
|
|
(267 |
) |
Net actuarial loss |
|
|
11,543 |
|
|
|
19,967 |
|
|
|
250 |
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12,319 |
|
|
|
20,893 |
|
|
|
15 |
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information as of December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation |
|
$ |
128,524 |
|
|
|
125,005 |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information for Pension Plans with an Accumulated
Benefit
Obligation in Excess of Plan Assets as of December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation |
|
$ |
3,957 |
|
|
|
3,836 |
|
|
| |
|
|
| |
|
Accumulated benefit obligation |
|
|
2,771 |
|
|
|
2,658 |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Liability Assumptions as of December
31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.50 |
% |
|
|
5.90 |
|
|
|
6.50 |
|
|
|
5.90 |
|
Rate of compensation increase |
|
|
4.00 |
% |
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
|
Postretirement Plan |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Components of Net Periodic Benefit Cost and
Other Amounts Recognized in Other
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
7,454 |
|
|
|
7,345 |
|
|
|
6,911 |
|
|
|
317 |
|
|
|
339 |
|
|
|
384 |
|
Interest cost |
|
|
8,963 |
|
|
|
8,061 |
|
|
|
7,502 |
|
|
|
495 |
|
|
|
472 |
|
|
|
392 |
|
Expected return on plan assets |
|
|
(11,092 |
) |
|
|
(9,753 |
) |
|
|
(9,286 |
) |
|
| |
|
|
| |
|
|
| |
|
Amortization of unrecognized prior service cost (credit) |
|
|
150 |
|
|
|
150 |
|
|
|
150 |
|
|
|
(32 |
) |
|
|
(32 |
) |
|
|
(32 |
) |
Amortization of unrecognized actuarial loss |
|
|
696 |
|
|
|
1,682 |
|
|
|
1,198 |
|
|
| |
|
|
|
25 |
|
|
| |
|
Special termination benefits |
|
|
900 |
|
|
| |
|
|
| |
|
|
|
100 |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
7,071 |
|
|
|
7,485 |
|
|
|
6,475 |
|
|
|
880 |
|
|
|
804 |
|
|
|
744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Changes in Plan Assets and Benefit
Obligations Recognized in Other Comprehensive
Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial gain |
|
|
(7,728 |
) |
|
| |
|
|
| |
|
|
|
(275 |
) |
|
| |
|
|
| |
|
Reversal of amortization of net actuarial loss |
|
|
(696 |
) |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
Reversal of amortization of prior service (cost)/credit |
|
|
(150 |
) |
|
| |
|
|
| |
|
|
|
32 |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other comprehensive income |
|
|
(8,574 |
) |
|
| |
|
|
| |
|
|
|
(243 |
) |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic benefit cost and other
comprehensive income |
|
$ |
(1,503 |
) |
|
|
7,485 |
|
|
|
6,475 |
|
|
|
637 |
|
|
|
804 |
|
|
|
744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the second quarter of 2007, Selective restructured its personal lines department. As part of
this restructuring, an early retirement enhancement option was offered to eligible employees. The
present value of the enhancement to be made in conjunction with this early retirement option is
equal to $0.9 million for the Retirement Income Plan and $0.1 million for the Postretirement Plan.
The amortization of prior service cost related to the Retirement Income Plan and Postretirement
Plan is determined using a straight-line amortization of the cost over the average remaining
service period of employees expected to receive benefits under the Plans.
The estimated net actuarial loss and prior service cost for the Retirement Income Plan that will be
amortized from accumulated other comprehensive income into net periodic benefit cost during the
2008 fiscal year are $0.1 million and $0.2 million respectively. The estimated net actuarial loss
and prior service cost for the Postretirement Plan that will be amortized from accumulated other
comprehensive income into net periodic benefit cost during the 2008 fiscal year are $0 and
$(32,000) respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
|
Postretirement Plan |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Weighted-Average Expense Assumptions
for the years ended December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.90 |
% |
|
|
5.50 |
|
|
|
5.75 |
|
|
|
5.90 |
|
|
|
5.50 |
|
|
|
5.75 |
|
Expected return on plan assets |
|
|
8.00 |
% |
|
|
8.00 |
|
|
|
8.00 |
|
|
| |
|
|
| |
|
|
| |
|
Rate of compensation increase |
|
|
4.00 |
% |
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
|
Postretirement |
|
(in thousands) |
|
Income Plan |
|
|
Plan |
|
Benefits Expected to be Paid in Future |
|
|
|
|
|
|
|
|
Fiscal Years: |
|
|
|
|
|
|
|
|
2008 |
|
|
4,197 |
|
|
|
288 |
|
2009 |
|
|
4,670 |
|
|
|
299 |
|
2010 |
|
|
5,163 |
|
|
|
310 |
|
2011 |
|
|
5,711 |
|
|
|
323 |
|
2012 |
|
|
6,532 |
|
|
|
336 |
|
2013-2017 |
|
|
45,398 |
|
|
|
1,937 |
|
The funded status was recognized in the consolidated balance sheet for 2007 and 2006.
95
Selectives measurement date was December 31, 2007 and its expected return on plan assets was 8.0%,
which was based primarily on the Retirement Income Plans long-term historical returns.
Selectives expected return is supported by its actual 9.0% annualized return achieved since plan
inception for all plan assets. In addition to the plans historical returns, Selective considers
long-term historical rates of return on the respective asset classes. Selective presently
anticipates contributing $4.2 million to the Retirement Income Plan in 2008 and has kept its
expected return on plan assets at 8.0% after examining recent market conditions and trends.
Selectives 2007 discount rate used to value the liability is 6.5% for both the Retirement Income
Plan and Postretirement Plan. Selective determined the most appropriate discount rate in
comparison to our expected pay-out patterns of the plans obligations.
Assets of the Retirement Income Plan shall be invested to ensure that principal is preserved and
enhanced over time. In addition, the Retirement Income Plan is expected to perform above average
relative to comparable funds without assuming undue risk, and to add value through active
management. Selectives return objective is to meet or exceed the returns of the plans policy
index, which is the return the plan would have earned if the assets were invested according to the
target asset class weightings and earned index returns. The plans allocated target and ranges by
investment categories are as follows:
|
|
|
|
|
|
|
|
|
Investment Category |
|
Target |
|
|
Range |
|
Equity |
|
|
44 |
% |
|
|
40-50 |
% |
Alternative investments |
|
|
27 |
% |
|
|
22-32 |
% |
Fixed Income |
|
|
29 |
% |
|
|
21-37 |
% |
Additionally, the portfolio may not contain more than 5% of the portfolio value invested in any one
security or issuer, regardless of the number of differing issues, except for U.S. Treasury and
agency obligations, as well as sovereign debt issues rated A through AAA. The use of leverage is
prohibited and the fund managers are prohibited from investing in certain types of securities.
The weighted average asset allocation by percentage of the Retirement Income Plan at December 31 is
as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Equity securities and funds |
|
|
40 |
% |
|
|
49 |
|
Fixed income securities and funds |
|
|
28 |
|
|
|
27 |
|
Alternative investments |
|
|
30 |
|
|
|
21 |
|
Cash and short-term investments |
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
|
|
|
|
|
|
|
|
The Retirement Income Plan had no investments in the Common Stock of the Company at December 31,
2007 and 2006.
Note 17 Share-Based Payments
The following is a brief description of each of Selectives share-based compensation plans:
2005 Omnibus Stock Plan
The Selective Insurance Group, Inc. 2005 Omnibus Stock Plan (Stock Plan) was adopted and approved
by the Board of Directors effective as of April 1, 2005, and approved by stockholders on April 27,
2005. With the Stock Plans approval, no further grants are available under the: (i) Selective
Insurance Stock Option Plan III, as amended (Stock Option Plan III); (ii) Selective Insurance
Group, Inc. Stock Option Plan for Directors, as amended (Stock Option Plan for Directors); or
(iii) Selective Insurance Group, Inc. Stock Compensation Plan for Nonemployee Directors, as amended
(Stock Compensation Plan for Nonemployee Directors), but awards outstanding under these plans and
the Selective Insurance Group, Inc. Stock Option Plan II, as amended (Stock Option Plan II),
under which future grants ceased being available on May 22, 2002, shall continue in effect
according to the terms of those plans and any applicable award agreements.
Under the Stock Plan, the Board of Directors Salary and Employee Benefits Committee (SEBC) may
grant stock options, stock appreciation rights, restricted stock, phantom stock, stock bonuses, and
other awards in such amounts and with such terms and conditions as it shall determine, subject to
the provisions of the Stock Plan. Each award granted under the Stock Plan (except unconditional
stock bonuses and the cash component of Director compensation) shall be evidenced by an agreement
containing such restrictions as the SEBC may, in its sole discretion, deem necessary or desirable
and which are not in conflict with the terms of the Stock Plan. During 2007, Selective issued, net
of forfeitures, 478,862 restricted shares, 309,218 restricted shares during 2006 and 8,750 during
2005. Selective also granted options to purchase 158,435 shares during 2007, 88,940, shares during
2006 and 2,500 shares during 2005. As of December 31, 2007, 2,691,599 shares of Selectives Common
Stock remain available for issuance pursuant to outstanding stock options and restricted stock
awards granted under the Stock Plan.
96
Cash Incentive Plan
The Selective Insurance Group, Inc. Cash Incentive Plan (Cash Incentive Plan) was adopted and
approved by the Board of Directors effective March 1, 2006 and approved by stockholders on April
27, 2005. Under the Cash Incentive Plan, the Board of Directors SEBC may grant cash incentive
units in such amounts and with such terms and conditions as it shall determine, subject to the
provisions of the Cash Incentive Plan. The initial dollar value of these grants will be adjusted
to reflect the percentage increase or decrease in the total shareholder return on the Common Stock
of Selective over a specified performance period. In addition, for certain grants, the number of
units granted will be adjusted to reflect Selectives performance on specified indicators as
compared to targeted peer companies. Each award granted under the Cash Incentive Plan shall be
evidenced by an agreement containing such restrictions as the SEBC may, in its sole discretion,
deem necessary or desirable and which are not in conflict with the terms of the Cash Incentive
Plan. During 2007, Selective issued 38,681 cash units and 79,384 cash units, net of forfeitures.
Stock Option Plan II
As of December 31, 2007, 548,682 shares of Selectives Common Stock remain available for issuance
pursuant to outstanding stock options and restricted stock awards granted under Stock Option Plan
II, under which future grants ceased being available on May 22, 2002. Under Stock Option Plan II,
employees were granted qualified and nonqualified stock options, with or without stock appreciation
rights (SARs), and restricted or unrestricted stock: (i) at not less than fair value on the date
of grant and (ii) subject to certain vesting periods as determined by the SEBC. Restricted stock
awards also could be subject to the achievement of performance objectives as determined by the
SEBC. The maximum exercise period for an option grant under this plan is ten years from the date
of the grant. There were no forfeitures under this plan in 2007 and forfeitures in 2006 and 2005
amounted to 984 restricted shares and 13,600 restricted shares respectively.
During the vesting period, dividends are earned on the restricted shares and held in escrow subject
to the same vesting period and conditions set forth in the award agreement. Effective September 3,
1996, dividends earned on the restricted shares were reinvested in Selectives Common Stock at fair
value. Selective issued, net of forfeitures, 539 restricted shares from the DRP reserves during
2007, 346 restricted shares during 2006, and 5,892 restricted shares during 2005.
Stock Option Plan III
As of December 31, 2007, there were 458,930 shares of Selectives Common Stock available for
issuance pursuant to outstanding stock options and restricted stock awards granted under Stock
Option Plan III, under which future grants ceased being available with the approval of the Stock
Plan. Under Stock Option Plan III, employees were granted qualified and nonqualified stock
options, with or without SARs, and restricted or unrestricted stock: (i) at not less than fair
value on the date of grant and (ii) subject to certain vesting restrictions determined by the SEBC.
Restricted stock awards also could be subject to achievement of performance objectives as
determined by the SEBC. The maximum exercise period for an option grant under this plan is ten
years from the date of the grant. Under Stock Option Plan III, Selective granted options to
purchase 211,326 shares without SARs during 2005.
Selective also granted 626,216 restricted shares during 2005, and experienced forfeitures of 25,128
shares during 2007, 61,446 shares during 2006 and 48,030 shares during 2005. During the vesting
period, dividends earned on restricted shares are reinvested in Selectives Common Stock at fair
value. Selective issued, net of forfeitures, 11,694 restricted shares from the DRP reserves during
2007, 24,446 restricted shares during 2006, 27,042 restricted shares during 2005.
Stock Option Plan for Directors
As of December 31, 2007, 420,000 shares of Selectives Common Stock were available for issuance
pursuant to outstanding stock option awards under the Stock Option Plan for Directors, under which
future grants ceased being available with the approval of the Stock Plan. All non-employee
directors participated in this plan and automatically received an annual nonqualified option to
purchase 6,000 shares of Common Stock at not less than fair value on the date of grant, which was
on March 1. Options under this plan vested on the first anniversary of the grant and must be
exercised by the tenth anniversary of the grant. Under the Stock Option Plan for Directors,
Selective granted 66,000 options during 2005.
Stock Compensation Plan for Non-employee Directors
As of December 31, 2007, there were 95,250 shares of the Common Stock available for issuance
pursuant to outstanding stock option awards under the Stock Compensation Plan for Non-employee
Directors, under which future grants ceased being available with the approval of the Stock Plan.
Under the Stock Compensation Plan for Non-employee Directors, Directors could elect to receive a
portion of their annual compensation in shares of Selectives Common Stock. Selective issued
21,838 shares during 2005 under this plan.
97
Employee Stock Purchase Savings Plan
Under Selectives Employee Stock Purchase Savings Plan (ESPP), there were 251,434 shares of
Common Stock available for purchase as of December 31, 2007. The ESPP is available to all
employees who meet the plans eligibility requirements. The ESPP provides for the issuance of
options to purchase shares of Common Stock. The purchase price is the lower of: (i) 85% of the
closing market price at the time the option is granted or (ii) 85% of the closing price at the time
the option is exercised. Shares are generally issued on June 30 and December 31 of each year.
Under the ESPP, Selective issued 108,062 shares to employees during 2007, 88,310 shares during
2006, 88,758 shares during 2005.
Agent Stock Purchase Plan
On April 26, 2006, Selectives stockholders approved the Selective Insurance Group, Inc. Stock
Purchase Plan for Independent Insurance Agencies (Agent Plan). This plan replaced the previous
agent purchase plan under which no further purchases could be made as of July 1, 2006. Under the
Agent Plan, there were 2,778,735 shares of Common Stock available for purchase as of December 31,
2007. The Agent Plan provides for quarterly offerings in which independent insurance agencies and
certain eligible persons associated with the agencies with contracts with the Insurance
Subsidiaries can purchase Selectives Common Stock at a 10% discount with a one year restricted
period during which the shares purchased cannot be sold or transferred. Collectively, under the
current and prior plans, Selective issued shares to agents in the amount of 157,375 in 2007,
153,478 in 2006, and 158,856 in 2005 and charged to expense $0.4 million in 2007, 2006, and 2005,
with a corresponding income tax benefit of $0.1 million in each year.
A summary of the stock option transactions under Selectives share-based payment plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic Value |
|
|
|
of shares |
|
|
Price |
|
|
Life in Years |
|
|
($ in thousands) |
|
Outstanding at December 31, 2006 |
|
|
1,250,036 |
|
|
$ |
14.99 |
|
|
|
|
|
|
|
|
|
Granted 2007 |
|
|
158,435 |
|
|
|
26.37 |
|
|
|
|
|
|
|
|
|
Exercised 2007 |
|
|
165,054 |
|
|
|
13.12 |
|
|
|
|
|
|
|
|
|
Forfeited or expired 2007 |
|
|
2,264 |
|
|
|
14.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
1,241,153 |
|
|
$ |
16.69 |
|
|
|
5.22 |
|
|
$ |
7,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
1,075,096 |
|
|
$ |
15.13 |
|
|
|
4.66 |
|
|
$ |
8,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised was $1.9 million at December 31, 2007, $6.1 million
at December 31, 2006, and $7.4 million at December 31, 2005.
A summary of the restricted stock transactions under Selectives share-based payment plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Number |
|
|
Grant Date |
|
|
|
of shares |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
Unvested restricted stock awards at January 1, 2007 |
|
|
1,864,478 |
|
|
$ |
19.49 |
|
Granted 2007 |
|
|
493,416 |
|
|
|
27.30 |
|
Vested 2007 |
|
|
908,847 |
|
|
|
17.41 |
|
Forfeited 2007 |
|
|
39,682 |
|
|
|
22.66 |
|
|
|
|
|
|
|
|
Unvested restricted stock awards at December 31, 2007 |
|
|
1,409,365 |
|
|
$ |
23.47 |
|
|
|
|
|
|
|
|
As of December 31, 2007, total unrecognized compensation cost related to nonvested restricted stock
awards granted under Selectives stock plans was $9.5 million. That cost is expected to be
recognized over a weighted-average period of 1.6 years. The total fair value of restricted stock
vested was $22.7 million for 2007, $11.7 million for 2006, and $10.9 million for 2005. In
connection with the restricted stock vestings, the total fair value of the DRP shares that also
vested was $1.1 million during 2007, $0.9 million during 2006, and $1.0 million during 2005.
98
At December 31, 2007, the liability recorded in connection with Selectives Cash Incentive Plan was
$9.4 million. The fair value of the liability is re-measured at each reporting period through the
settlement date of the awards, which is three years from the date of grant. A Monte Carlo
simulation is performed to determine the fair value of the cash incentive units that, in accordance
with the Cash Incentive Plan, are adjusted to reflect Selectives performance on specified
indicators as compared to targeted peer companies. The remaining cost associated with the cash
incentive units is expected to be recognized over a weighted average period of 1.2 years. During
2007 and 2006, no cash incentive unit payments were made.
In determining expense to be recorded for stock options granted under Selectives share-based
compensation plans, the fair value of each option award is estimated on the date of grant using the
Black Scholes option valuation model (Black Scholes). The following are the significant
assumptions used in applying Black Scholes: (i) risk-free interest rate, which is the implied
yield currently available on U.S. Treasury zero-coupon issues with an equal remaining term; (ii)
expected term, which is based on historical experience of similar awards; (iii) dividend yield,
which is determined by dividing the expected per share dividend during the coming year by the grant
date stock price; and (iv) expected volatility, which is based on the volatility of Selectives
stock price over a historical period comparable to the expected term. In applying Black Scholes,
Selective uses the weighted average assumptions illustrated in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan |
|
|
All Other Option Plans |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Risk-free interest rate |
|
|
5.11 |
% |
|
|
4.78 |
% |
|
|
2.94 |
% |
|
|
4.67 |
% |
|
|
4.55 |
% |
|
|
3.99 |
% |
Expected term |
|
6 months |
|
|
6 months |
|
|
6 months |
|
|
6 years |
|
|
6 years |
|
|
7 years |
Dividend yield |
|
|
1.7 |
% |
|
|
1.6 |
% |
|
|
1.6 |
% |
|
|
1.8 |
% |
|
|
1.5 |
% |
|
|
1.7 |
% |
Expected volatility |
|
|
17 |
% |
|
|
19 |
% |
|
|
27 |
% |
|
|
23 |
% |
|
|
25 |
% |
|
|
26 |
% |
The expense recorded for restricted stock awards and stock compensation for non-employee directors
is determined using the number of awards granted and the grant date fair value.
The weighted-average fair value of options and stock granted per share for Selectives stock plans,
during 2007, 2006, and 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Stock options |
|
$ |
7.02 |
|
|
|
8.01 |
|
|
|
6.57 |
|
Restricted stock |
|
|
27.30 |
|
|
|
28.46 |
|
|
|
22.57 |
|
Directors stock compensation plan |
|
|
25.57 |
|
|
|
26.87 |
|
|
|
23.54 |
|
Employee stock purchase plan (ESPP): |
|
|
|
|
|
|
|
|
|
|
|
|
Six month option |
|
|
1.47 |
|
|
|
1.58 |
|
|
|
1.59 |
|
15% of grant date market value |
|
|
3.72 |
|
|
|
4.19 |
|
|
|
3.50 |
|
|
|
|
|
|
|
|
|
|
|
Total ESPP |
|
|
5.19 |
|
|
|
5.77 |
|
|
|
5.09 |
|
Agent stock purchase plan: |
|
|
|
|
|
|
|
|
|
|
|
|
Discount of grant date market value |
|
$ |
2.40 |
|
|
|
2.71 |
|
|
|
2.45 |
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense charged against net income before tax was $20.6 million at
December 31, 2007 with a corresponding income tax benefit of $6.8 million. Share-based
compensation expense that was charged against net income before tax was $20.1 million at December
31, 2006 with a corresponding income tax benefit of $6.7 million. As part of the 2005 divestiture
of CHN Solutions, unvested restricted stock awards were modified, resulting in a cash payment of
$1.0 million in lieu of issuing shares. In addition, accelerated share based compensation of $0.4
million as of December 31, 2005 after tax, is included in Loss on disposal of discontinued
operations, net of tax on the Consolidated Statements of Income. See Note 15, Discontinued
Operations, for additional information regarding the divestiture.
Note 18 Related Party Transactions
In August 1998, certain officers of Selective purchased stock on the open market with proceeds
advanced by Selective. These officers gave Selective promissory notes totaling $1.8 million. The
notes bear interest at 2.5% and are secured by the purchased shares of Selectives Common Stock.
The promissory notes are full recourse and subject to certain employment requirements. The
principal amount outstanding, which is scheduled to be fully repaid in 2009, was $0.2 million at
December 31, 2007 and December 31, 2006. The outstanding balances are reflected in Other assets
on the Consolidated Balance Sheets.
William M. Rue, a Director of Selective Insurance Group, Inc., is President of, and owns more than
10% of the equity of, Chas. E. Rue & Sons, Inc. t/a Rue Insurance, a general independent insurance
agency (Rue Insurance). Rue Insurance is an appointed independent agent of Selectives Insurance
Subsidiaries and Selective HR, on terms and conditions similar to those of other Selective agents.
Rue Insurance also places insurance for Selectives business operations. Selectives relationship
with Rue Insurance has existed since 1928.
99
The following is a summary of transactions with Rue Insurance:
|
|
|
Rue Insurance placed insurance policies with Selectives Insurance Subsidiaries. Direct
premiums written associated with these policies was $9.9 million in 2007, $9.5 million in
2006, and $10.2 million in 2005. In return, Selectives Insurance Subsidiaries paid
commissions to Rue Insurance of $1.7 million in 2007 and $1.9 million in 2006 and 2005. |
|
|
|
|
Rue Insurance placed human resource outsourcing contracts with Selective HR resulting in
revenues to Selective HR of $69,000 in 2007, $62,000 in 2006, and $64,000 in 2005. In
return, Selective HR paid commissions to Rue Insurance of $15,000 in 2007, $14,000 in 2006,
and $15,000 in 2005. |
|
|
|
|
Rue Insurance placed insurance coverage for Selective with non-Selective insurance
companies for which Rue Insurance was paid commission pursuant to its agreements with those
carriers. Selective paid premiums for such insurance coverage of $0.5 million in 2007,
$0.5 million in 2006, and $0.6 million in 2005. |
|
|
|
|
Selective paid reinsurance commissions of $0.2 million in 2007, 2006, and 2005 to PL,
LLC. PL, LLC is an insurance fund administrator of which Rue Insurance owns 26.67% and
which places reinsurance through a Selective Insurance Subsidiary. |
In 2005, a private foundation, The Selective Group Foundation (the Foundation), was established
by Selective under Section 501(c)(3) of the Internal Revenue Code. The Board of Directors of the
Foundation is comprised of certain Selective Insurance Group, Inc. officers. Selective made
contributions to the Foundation in the amount of $0.4 million in 2007 and $0.5 million in 2005. No
donations were made to the Foundation in 2006.
Note 19 Commitments and Contingencies
(a) Selective purchases annuities from life insurance companies to fulfill obligations under claim
settlements which provide for periodic future payments to claimants. As of December 31, 2007,
Selective had purchased such annuities in the amount of $10.3 million for settlement of claims on a
structured basis for which Selective is contingently liable. To Selectives knowledge, none of the
issuers of such annuities have defaulted in their obligations thereunder.
(b) Selective has various operating leases for office space and equipment. Such lease agreements,
which expire at various times, are generally renewed or replaced by similar leases. Rental expense
under these leases amounted to $11.2 million in 2007, $9.6 million in 2006, and $10.0 million in
2005. See Note 2(p) for information on Selectives accounting policy regarding leases.
In addition, certain leases for rented premises and equipment are non-cancelable, and liability for
payment will continue even though the space or equipment may no longer be in use.
At December 31, 2007, the total future minimum rental commitments under non-cancelable leases were
$25.3 million and such yearly amounts are as follows:
|
|
|
|
|
($ in millions) |
|
|
|
2008 |
|
$ |
8.6 |
|
2009 |
|
|
6.0 |
|
2010 |
|
|
4.5 |
|
2011 |
|
|
2.9 |
|
2012 |
|
|
1.6 |
|
After 2012 |
|
|
1.7 |
|
|
|
|
|
Total minimum payment required |
|
$ |
25.3 |
|
|
|
|
|
(c) At December 31, 2007, Selective has contractual obligations that expire at various dates
through 2022 to invest up to an additional $129.8 million in alternative investments. There is no
certainty that any such additional investment will be required.
Note 20 Litigation
In the ordinary course of conducting business, Selective and its subsidiaries are named as
defendants in various legal proceedings. Most of these proceedings are claims litigation involving
Selectives seven insurance subsidiaries (the Insurance Subsidiaries) as either (a) liability
insurers defending or providing indemnity for third-party claims brought against insureds or (b)
insurers defending first-party coverage claims brought against them. Selective accounts for such
activity through the establishment of unpaid loss and loss adjustment expense reserves.
Selectives management expects that the ultimate liability, if any, with respect to such
ordinary-course claims litigation, after consideration of provisions made for potential losses and
costs of defense, will not be material to Selectives consolidated financial condition, results of
operations, or cash flows.
100
The Insurance Subsidiaries are also from time-to-time involved in other legal actions, some of
which assert claims for substantial amounts. These actions include, among others, putative state
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. The Insurance Subsidiaries are also
from time-to-time involved in individual actions in which extra-contractual damages, punitive
damages, or penalties are sought, such as claims alleging bad faith in the handling of insurance
claims. Selective believes that it has valid defenses to these cases. Selectives management
expects that the ultimate liability, if any, with respect to such lawsuits, after consideration of
provisions made for estimated losses, will not be material to Selectives consolidated financial
condition. Nonetheless, given the large or indeterminate amounts sought in certain of these
actions, and the inherent unpredictability of litigation, an adverse outcome in certain matters
could, from time-to-time, have a material adverse effect on Selectives consolidated results of
operations or cash flows in particular quarterly or annual periods.
Note 21 Statutory Financial Information
The Insurance Subsidiaries prepare their statutory financial statements in accordance with
accounting principles prescribed or permitted by the various state insurance departments of
domicile. Prescribed statutory accounting principles include state laws, regulations, and general
administrative rules, as well as a variety of publications of the National Association of Insurance
Commissioners (NAIC). Permitted statutory accounting principles encompass all accounting
principles that are not prescribed; such principles differ from state to state, may differ from
company to company within a state and may change in the future. The Insurance Subsidiaries do not
utilize any permitted statutory accounting principles that materially affect the determination of
statutory surplus, statutory net income, or risk-based capital. As of December 31, 2005 the
various state insurance departments of domicile have adopted the NAIC Accounting Practices and
Procedures manual, version as of March 2007, in its entirety, as a component of prescribed or
permitted practices.
Selectives combined statutory capital and surplus of the Insurance Subsidiaries was $1,034.3
million (unaudited) in 2007, and $1,030.1 million in 2006. Selectives combined statutory net
income of the Insurance Subsidiaries was $167.6 million (unaudited) in 2007, $164.2 million in
2006, and $140.2 million in 2005.
The Insurance Subsidiaries are required to maintain certain minimum amounts of statutory surplus to
satisfy their various state insurance departments of domicile. These risk-based capital (RBC)
requirements for property and casualty insurance companies are designed to assess capital adequacy
and to raise the level of protection that statutory surplus provides for policyholders. Based upon
the Insurance Subsidiaries 2007 unaudited statutory financial statements, their combined total
adjusted capital exceeded the authorized control level RBC by 5.0:1, as defined by the NAIC.
Note 22 Subsequent Event
In February 2008, Selective announced a reduction in its workforce of approximately 80 positions,
including the immediate displacement of 60 employees and the elimination of 20 open positions.
Selective anticipates these changes will have a related one-time pre-tax cost of approximately $4
million in the first quarter of 2008. In addition, Selective is implementing targeted changes to
agency commissions that will maintain highly competitive awards for agents who produce the
strongest results, while reducing commissions where historically higher payments have not generated
an appropriate level of profitable growth. The changes will bring Selectives program more in line
with the competition; however, commissions on 87% of direct premiums written will not be affected,
and the supplemental commission program that rewards the most profitable growth agencies does not
change and is targeted for rollout in most states in July 2008.
101
Note 23 Quarterly Financial Information1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited, in thousands, |
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
except per share data) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net premiums written |
|
$ |
417,185 |
|
|
|
431,989 |
|
|
|
404,923 |
|
|
|
395,621 |
|
|
|
409,523 |
|
|
|
401,426 |
|
|
|
323,236 |
|
|
|
306,925 |
|
Net premiums earned |
|
|
380,013 |
|
|
|
370,157 |
|
|
|
376,351 |
|
|
|
374,755 |
|
|
|
378,260 |
|
|
|
377,572 |
|
|
|
382,682 |
|
|
|
377,180 |
|
Net investment income earned |
|
|
39,863 |
|
|
|
36,002 |
|
|
|
40,642 |
|
|
|
37,390 |
|
|
|
43,674 |
|
|
|
38,891 |
|
|
|
49,965 |
|
|
|
44,519 |
|
Net realized gains |
|
|
11,243 |
|
|
|
7,367 |
|
|
|
13,148 |
|
|
|
14,487 |
|
|
|
2,814 |
|
|
|
3,948 |
|
|
|
6,149 |
|
|
|
9,677 |
|
Diversified Insurance Services
revenues |
|
|
29,178 |
|
|
|
27,278 |
|
|
|
30,677 |
|
|
|
27,550 |
|
|
|
29,331 |
|
|
|
29,284 |
|
|
|
26,380 |
|
|
|
26,415 |
|
Diversified Insurance Services
net income |
|
|
2,903 |
|
|
|
2,359 |
|
|
|
4,019 |
|
|
|
2,754 |
|
|
|
3,075 |
|
|
|
3,943 |
|
|
|
2,358 |
|
|
|
2,791 |
|
Net income |
|
|
37,252 |
|
|
|
39,978 |
|
|
|
35,886 |
|
|
|
41,996 |
|
|
|
37,119 |
|
|
|
38,056 |
|
|
|
36,240 |
|
|
|
43,543 |
|
Other comprehensive income
(loss) |
|
|
(3,139 |
) |
|
|
(12,571 |
) |
|
|
(23,774 |
) |
|
|
(30,119 |
) |
|
|
13,534 |
|
|
|
34,921 |
|
|
|
(1,178 |
) |
|
|
3,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
34,113 |
|
|
|
27,407 |
|
|
|
12,112 |
|
|
|
11,877 |
|
|
|
50,653 |
|
|
|
72,977 |
|
|
|
35,062 |
|
|
|
47,540 |
|
Net income per share: 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.68 |
|
|
|
0.75 |
|
|
|
0.69 |
|
|
|
0.77 |
|
|
|
0.72 |
|
|
|
0.69 |
|
|
|
0.70 |
|
|
|
0.79 |
|
Diluted |
|
|
0.62 |
|
|
|
0.64 |
|
|
|
0.64 |
|
|
|
0.68 |
|
|
|
0.66 |
|
|
|
0.63 |
|
|
|
0.67 |
|
|
|
0.72 |
|
Dividends to stockholders 2,4 |
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.13 |
|
|
|
0.11 |
|
Price range of common
stock: 3,4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
29.07 |
|
|
|
29.18 |
|
|
|
27.87 |
|
|
|
28.23 |
|
|
|
27.33 |
|
|
|
28.02 |
|
|
|
25.41 |
|
|
|
29.10 |
|
Low |
|
|
23.25 |
|
|
|
26.10 |
|
|
|
25.27 |
|
|
|
25.38 |
|
|
|
19.04 |
|
|
|
24.89 |
|
|
|
20.84 |
|
|
|
25.95 |
|
The addition of all quarters may not agree to annual amounts on the consolidated financial statements due to rounding.
|
|
|
1. |
|
Refer to the Glossary of Terms attached to this Form
10-K as Exhibit 99.1. |
|
2. |
|
See Note 9(b) and Note 10 to the consolidated
financial statements for a discussion of dividend
restrictions. |
|
3. |
|
These ranges of high and low prices of Selectives Common Stock, as reported by the NASDAQ Global Select Market, represent
actual transactions. All price quotations do not include retail markups, markdowns and commissions. The range of high and low
prices for Common Stock for the period beginning January 2, 2008 and ending February 22, 2008 was $20.78 to $24.92. |
|
4. |
|
All per share amounts in 2006 have been restated to give retroactive effect to the two-for-one stock split distributed on February 20, 2007 to shareholders of record as of February 13,
2007. See Note 10 to the consolidated financial statements for a discussion of the stock split. |
102
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Selectives management, with the participation of its Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of Selectives 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. Based on such
evaluation, Selectives Chief Executive Officer and Chief Financial Officer have concluded that, as
of the end of such period, Selectives disclosure controls and procedures are: (i) effective in
recording, processing, summarizing, and reporting information on a timely basis that Selective is
required to disclosed in the reports that it files or submits under the Exchange Act; and (ii)
effective in ensuring that information that Selective is required to disclose in the reports that
it files or submits under the Exchange Act is accumulated and communicated to Selectives
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Managements Report on Internal Control Over Financial Reporting
Selectives management is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, a
companys principal executive and principal financial officers and effected by the companys board
of directors, management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and includes those policies
and procedures that:
|
|
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the company; |
|
|
|
|
Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and |
|
|
|
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements. |
Selectives management assessed the effectiveness of Selectives internal control over financial
reporting as of December 31, 2007. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework.
Based on its assessment, Selectives management believes that, as of December 31, 2007, Selectives
internal control over financial reporting is effective.
No changes in Selectives internal control over financial reporting (as such term is defined in
Rule 13a-15(f) of the Exchange Act) occurred during the fourth quarter of 2007 that materially
affected, or are reasonably likely to materially affect, Selectives internal control over
financial reporting.
103
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Selective Insurance Group, Inc.:
We have audited Selective Insurance
Group, Inc.s and subsidiaries (the Company) internal
control over financial reporting as of December 31, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Managements Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on Selective Insurance Group,
Inc.s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Selective Insurance Group, Inc. and subsidiaries maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2007, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Selective Insurance Group, Inc. and
subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income,
stockholders equity, and cash flows for each of the years in the three-year period ended December
31, 2007, and our report dated February 27, 2008 expressed an unqualified opinion on those
consolidated financial statements. Our report refers to a change in accounting principle regarding
the definition of cash equivalents in 2006 and a change in the method of accounting for share-based
payments in 2005.
/s/ KPMG LLP
New York, New York
February 27, 2008
104
Item 9B. Other Information
There is no other information that was required to be disclosed in a report on Form 8-K during the
fourth quarter of 2007 that Selective did not report.
PART III
Because Selective will file a Proxy Statement within 120 days after the end of the fiscal year
ending December 31, 2007, this Annual Report on Form 10-K omits certain information required by
Part III and incorporates by reference certain information included in the Proxy Statement.
Item 10. Directors, Executive Officers and Corporate Governance.
Information regarding Selectives executive officers appears in Item 1. Business of this Form
10-K under Management. Information about Selectives directors and all other matters required to
be disclosed in Item 10. Directors and Executive Officers of the Registrant appears under
Election of Directors in the Proxy Statement. That portion of the Proxy Statement is hereby
incorporated by reference.
Section 16(a) Beneficial Ownership Reporting Compliance
Information about compliance with Section 16(a) of the Exchange Act appears under Section 16(a)
Beneficial Ownership Reporting Compliance in the Election of Directors section of the Proxy
Statement and is hereby incorporated by reference.
Item 11. Executive Compensation.
Information about compensation of Selectives named executive officers appears under Executive
Compensation in the Election of Directors section of the Proxy Statement and is hereby
incorporated by reference. Information about compensation of Selectives directors appears under
Director Compensation in the Election of Directors section of the Proxy Statement and is hereby
incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information about security ownership of certain beneficial owners and management appears under
Security Ownership of Directors and Executive Officers in the Election of Directors section of
the Proxy Statement and is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information about certain relationships and related transactions appears under Certain
Relationships and Related Transactions in the Election of Directors section of the Proxy
Statement and is hereby incorporated by reference.
Item 14. Principal Accountants Fees and Services
Information about the fees and services of Selectives principal accountants appears under Audit
Committee Report and Fees of Independent Auditors in the Ratification of Appointment of
Independent Public Accountants section of the Proxy Statement and is hereby incorporated by
reference.
105
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) |
|
The following documents are filed as part of this report: |
|
(1) |
|
Financial Statements: |
The consolidated financial statements of the Company listed below are included in Item 8.
Financial Statements and Supplementary Data.
|
|
|
|
|
Form 10-K |
|
|
Page |
|
|
68 |
|
|
|
|
|
69 |
|
|
|
|
|
70 |
|
|
|
|
|
71 |
|
|
|
|
|
72 |
|
|
|
|
(2) |
|
Financial Statement Schedules: |
The financial statement schedules, with Independent Auditors Report thereon, required to be filed
are listed below by page number as filed in this report. All other schedules are omitted as the
information required is inapplicable, immaterial, or the information is presented in the
consolidated financial statements or related notes.
|
|
|
|
|
|
|
|
|
|
|
Form 10-K |
|
|
|
|
Page |
|
|
Condensed Financial Information of Registrant at December 31, 2007 and 2006, and for the years ended December 31, 2007, 2006 and 2005
|
|
|
109 |
|
|
|
|
|
|
|
|
|
|
Allowance for Uncollectible Premiums and Other Receivables for the years ended December 31, 2007, 2006 and 2005
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
Summary of Investments Other than Investments in Related Parties at December 31, 2007
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
Supplementary Insurance Information for the years ended December 31, 2007, 2006 and 2005
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
Reinsurance for the years ended December 31, 2007, 2006 and 2005
|
|
|
117 |
|
|
|
|
|
|
|
|
The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is
incorporated by reference and immediately precedes the exhibits filed with or incorporated by
reference in this Form 10-K.
106
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
|
|
|
|
|
|
|
By:
|
|
/s/ Gregory E. Murphy
| |
|
February 28, 2008 |
|
|
|
|
|
|
Gregory E. Murphy |
|
|
|
Chairman of the Board, President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Dale A. Thatcher
|
|
|
February 28, 2008 |
|
|
|
|
|
|
Dale A. Thatcher |
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the date
indicated.
|
|
|
|
|
|
By:
|
|
/s/ Gregory E. Murphy
|
|
February 28, 2008 |
|
|
|
|
|
|
Gregory E. Murphy |
|
|
Chairman of the Board, President and Chief Executive Officer |
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
Paul D. Bauer |
|
|
Director |
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
W. Marston Becker |
|
|
Director |
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
A. David Brown |
|
|
Director |
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
John C. Burville |
|
|
Director |
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
William M. Kearns, Jr. |
|
|
Director |
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
Joan M. Lamm-Tennant |
|
|
Director |
|
|
107
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
S. Griffin McClellan III |
|
|
Director |
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
Ronald L. OKelley |
|
|
Director |
|
|
|
| |
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
John F. Rockart |
|
|
Director |
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
William M. Rue |
|
|
Director |
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
February 28, 2008 |
|
|
|
|
J. Brian Thebault |
|
|
Director |
|
|
|
|
|
|
|
|
* By:
|
|
/s/ Michael H. Lanza
|
|
|
February 28, 2008 |
|
|
|
|
|
|
Michael H. Lanza |
|
|
Attorney-in-fact |
|
|
108
SCHEDULE I
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
(in thousands, except share amounts) |
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Fixed maturity securities, available-for-sale at fair value 1
(cost: $14,006 - 2007; $47,612 - 2006) |
|
$ |
13,980 |
|
|
|
47,470 |
|
Short-term investments |
|
|
64,492 |
|
|
|
115,332 |
|
Cash |
|
|
81 |
|
|
|
71 |
|
Investment in subsidiaries |
|
|
1,271,494 |
|
|
|
1,253,392 |
|
Current federal income tax |
|
|
18,453 |
|
|
|
14,842 |
|
Deferred federal income tax |
|
|
12,347 |
|
|
|
9,220 |
|
Other assets |
|
|
5,979 |
|
|
|
9,267 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,386,826 |
|
|
|
1,449,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Senior convertible notes |
|
$ |
8,740 |
|
|
|
57,413 |
|
Notes payable |
|
|
286,151 |
|
|
|
304,424 |
|
Other liabilities |
|
|
15,892 |
|
|
|
10,530 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
310,783 |
|
|
|
372,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: 94,652,930 - 2007; 91,562,266 - 2006 |
|
|
189,306 |
|
|
|
183,124 |
|
Additional paid-in capital |
|
|
192,627 |
|
|
|
153,246 |
|
Retained earnings |
|
|
1,105,946 |
|
|
|
986,017 |
|
Accumulated other comprehensive income |
|
|
86,043 |
|
|
|
100,601 |
|
Treasury stock at cost (shares: 40,347,894 - 2007; 34,289,974 - 2006) |
|
|
(497,879 |
) |
|
|
(345,761 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
1,076,043 |
|
|
|
1,077,227 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,386,826 |
|
|
|
1,449,594 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
As part of its notes payable issuance in 2005, Selective Insurance Group, Inc. established an irrevocable trust for the benefit of senior note
holders with a market value of approximately $13.2 million as of December 31, 2007 to provide for certain payment obligations in respect to
its
outstanding debt. |
Information should be read in conjunction with the Notes to Consolidated Financial Statements of Selective Insurance Group,
Inc. and its subsidiaries in Item 8. Financial Statements and Supplementary Data of the Companys Form 10-K.
109
SCHEDULE I (continued)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from subsidiaries |
|
$ |
142,743 |
|
|
|
111,829 |
|
|
|
40,950 |
|
Net investment income earned |
|
|
3,529 |
|
|
|
4,652 |
|
|
|
2,299 |
|
Net realized (losses) gains |
|
|
|
|
|
|
(164 |
) |
|
|
130 |
|
Other income |
|
|
63 |
|
|
|
6 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
146,335 |
|
|
|
116,323 |
|
|
|
43,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
23,795 |
|
|
|
21,411 |
|
|
|
17,582 |
|
Other expenses |
|
|
25,588 |
|
|
|
26,152 |
|
|
|
14,509 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
49,383 |
|
|
|
47,563 |
|
|
|
32,091 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before federal income tax
and equity in
undistributed income of subsidiaries |
|
|
96,952 |
|
|
|
68,760 |
|
|
|
11,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax benefit: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(14,969 |
) |
|
|
(11,433 |
) |
|
|
(8,877 |
) |
Deferred |
|
|
(861 |
) |
|
|
(3,833 |
) |
|
|
(881 |
) |
|
|
|
|
|
|
|
|
|
|
Total federal income tax benefit |
|
|
(15,830 |
) |
|
|
(15,266 |
) |
|
|
(9,758 |
) |
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations before equity in
undistributed income of subsidiaries, net of tax |
|
|
112,782 |
|
|
|
84,026 |
|
|
|
21,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiaries, net of tax |
|
|
33,716 |
|
|
|
79,548 |
|
|
|
126,300 |
|
|
Dividends from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
3,180 |
|
Loss on disposal of discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
(2,634 |
) |
|
|
|
|
|
|
|
|
|
|
Total discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before cumulative effective of change in accounting
principle |
|
|
146,498 |
|
|
|
163,574 |
|
|
|
147,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle, net of tax |
|
|
|
|
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,498 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
|
|
|
|
|
|
|
|
Information should be read in conjunction with the Notes to Consolidated Financial Statements of
Selective Insurance Group, Inc. and
its subsidiaries in Item 8. Financial Statements and Supplementary Data of the Companys Form 10-K.
110
SCHEDULE I (continued)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,498 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiaries, net of tax |
|
|
(33,716 |
) |
|
|
(79,548 |
) |
|
|
(127,405 |
) |
Stock-based compensation expense |
|
|
20,992 |
|
|
|
14,524 |
|
|
|
11,361 |
|
Loss on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
2,634 |
|
Deferred income tax |
|
|
(861 |
) |
|
|
(3,833 |
) |
|
|
(881 |
) |
Debt conversion inducement |
|
|
|
|
|
|
2,117 |
|
|
|
|
|
Net realized losses/(gains) |
|
|
|
|
|
|
164 |
|
|
|
(130 |
) |
Amortization other |
|
|
1,306 |
|
|
|
(554 |
) |
|
|
(211 |
) |
Cumulative effect of change in accounting principle, net of tax |
|
|
|
|
|
|
|
|
|
|
(495 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accrued salaries and benefits |
|
|
|
|
|
|
5,818 |
|
|
|
|
|
Increase in net federal income tax recoverable |
|
|
(3,611 |
) |
|
|
(3,262 |
) |
|
|
(1,290 |
) |
Other, net |
|
|
4,208 |
|
|
|
(4,481 |
) |
|
|
3,126 |
|
|
|
|
|
|
|
|
|
|
|
Net adjustments |
|
|
(11,682 |
) |
|
|
(69,055 |
) |
|
|
(113,291 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
134,816 |
|
|
|
94,519 |
|
|
|
35,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed maturity securities, available-for-sale |
|
|
|
|
|
|
(15,000 |
) |
|
|
(53,692 |
) |
Sale of fixed maturity securities, available-for-sale |
|
|
|
|
|
|
23,167 |
|
|
|
19,344 |
|
Redemption and maturities of fixed maturity securities, available-for-sale |
|
|
33,619 |
|
|
|
6,009 |
|
|
|
8,716 |
|
Sale of subsidiary |
|
|
|
|
|
|
|
|
|
|
14,785 |
|
Purchase of short-term investments |
|
|
(381,775 |
) |
|
|
(386,912 |
) |
|
|
(273,491 |
) |
Sale of short-term investments |
|
|
432,615 |
|
|
|
356,771 |
|
|
|
209,365 |
|
Capital contribution to subsidiaries |
|
|
|
|
|
|
(32,100 |
) |
|
|
(12,530 |
) |
Dividend in excess of subsidiarys income |
|
|
980 |
|
|
|
1,493 |
|
|
|
4,016 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
85,439 |
|
|
|
(46,572 |
) |
|
|
(83,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
|
(24,464 |
) |
|
|
(22,831 |
) |
|
|
(19,908 |
) |
Acquisition of treasury stock |
|
|
(152,118 |
) |
|
|
(116,354 |
) |
|
|
(22,885 |
) |
Proceeds from issuance of notes payable, net of issuance costs |
|
|
|
|
|
|
96,263 |
|
|
|
99,310 |
|
Principal payment on note payable |
|
|
(18,300 |
) |
|
|
(18,300 |
) |
|
|
(24,000 |
) |
Net proceeds from stock purchase and compensation plans |
|
|
8,609 |
|
|
|
11,560 |
|
|
|
11,919 |
|
Excess tax benefits from share-based payment arrangements |
|
|
3,484 |
|
|
|
3,903 |
|
|
|
3,783 |
|
Borrowings under line of credit agreement |
|
|
6,000 |
|
|
|
|
|
|
|
|
|
Repayment of borrowings under line of credit agreement |
|
|
(6,000 |
) |
|
|
|
|
|
|
|
|
Debt conversion inducement |
|
|
|
|
|
|
(2,117 |
) |
|
|
|
|
Principal payments of senior convertible notes |
|
|
(37,456 |
) |
|
|
|
|
|
|
|
|
Proceeds received on notes receivable from stock sale |
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(220,245 |
) |
|
|
(47,876 |
) |
|
|
48,285 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
10 |
|
|
|
71 |
|
|
|
|
|
Cash, beginning of year |
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
81 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information should be read in conjunction with the Notes to Consolidated Financial Statements of Selective Insurance Group, Inc. and its
subsidiaries in Item 8. Financial Statements and Supplementary Data of the Companys Form 10-K.
111
SCHEDULE II
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
ALLOWANCE FOR UNCOLLECTIBLE PREMIUMS AND OTHER RECEIVABLES
Years ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance, January 1 |
|
$ |
6,656 |
|
|
|
8,085 |
|
|
|
8,242 |
|
Additions |
|
|
3,625 |
|
|
|
2,955 |
|
|
|
6,120 |
|
Deletions 1 |
|
|
(3,382 |
) |
|
|
(4,384 |
) |
|
|
(6,277 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, December 31 |
|
$ |
6,899 |
|
|
|
6,656 |
|
|
|
8,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The 2005 deletion amount includes $493 related to the December 2005
divestiture of Selectives 100% ownership interest in CHN Solutions (Alta Services, LLC
and Consumer Health Network Plus, LLC). For additional information regarding this
divestiture, see Item 8. Financial Statements and Supplementary Data, Note 15 to the
Consolidated Financial Statements in the Companys Form 10-K |
112
SCHEDULE III
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUMMARY OF INVESTMENTS-OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of investment |
|
Amortized Cost |
|
|
Fair |
|
|
Carrying |
|
(in thousands) |
|
or Cost |
|
|
Value |
|
|
Amount |
|
Fixed maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political subdivisions |
|
$ |
5,759 |
|
|
|
5,902 |
|
|
|
5,759 |
|
Mortgage-backed securities |
|
|
24 |
|
|
|
25 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, held-to-maturity |
|
|
5,783 |
|
|
|
5,927 |
|
|
|
5,783 |
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and government agencies |
|
|
172,795 |
|
|
|
179,713 |
|
|
|
179,713 |
|
Obligations of states and political subdivisions |
|
|
1,593,587 |
|
|
|
1,611,215 |
|
|
|
1,611,215 |
|
Corporate securities |
|
|
479,169 |
|
|
|
487,075 |
|
|
|
487,075 |
|
Asset-backed securities |
|
|
99,184 |
|
|
|
97,684 |
|
|
|
97,684 |
|
Mortgage-backed securities |
|
|
705,178 |
|
|
|
697,860 |
|
|
|
697,860 |
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
|
|
3,049,913 |
|
|
|
3,073,547 |
|
|
|
3,073,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities, available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trust and insurance companies |
|
|
4,834 |
|
|
|
11,606 |
|
|
|
11,606 |
|
Industrial, miscellaneous and all other |
|
|
155,556 |
|
|
|
263,099 |
|
|
|
263,099 |
|
|
|
|
|
|
|
|
|
|
|
Total equity securities, available-for-sale |
|
|
160,390 |
|
|
|
274,705 |
|
|
|
274,705 |
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
190,167 |
|
|
|
|
|
|
|
190,167 |
|
Other investments |
|
|
158,180 |
|
|
|
|
|
|
|
188,827 |
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
3,564,433 |
|
|
|
|
|
|
|
3,733,029 |
|
|
|
|
|
|
|
|
|
|
|
|
113
SCHEDULE IV
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
Deferred |
|
|
Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses |
|
|
of deferred |
|
|
|
|
|
|
|
|
|
policy |
|
|
for losses |
|
|
|
|
|
|
Net |
|
|
Net |
|
|
and loss |
|
|
policy |
|
|
Other |
|
|
Net |
|
|
|
acquisition |
|
|
and loss |
|
|
Unearned |
|
|
premiums |
|
|
investment |
|
|
expenses |
|
|
acquisition |
|
|
operating |
|
|
premiums |
|
(in thousands) |
|
costs |
|
|
expenses1 |
|
|
premiums |
|
|
earned |
|
|
income2 |
|
|
incurred3 |
|
|
costs4 |
|
|
expenses4 |
|
|
written |
|
Insurance Operations Segment |
|
$ |
226,434 |
|
|
|
2,542,547 |
|
|
|
841,348 |
|
|
|
1,517,306 |
|
|
|
|
|
|
|
999,206 |
|
|
|
460,167 |
|
|
|
41,976 |
|
|
|
1,554,867 |
|
Investments Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
207,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
226,434 |
|
|
|
2,542,547 |
|
|
|
841,348 |
|
|
|
1,517,306 |
|
|
|
207,498 |
|
|
|
999,206 |
|
|
|
460,167 |
|
|
|
41,976 |
|
|
|
1,554,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Includes Reserve for losses and Reserve for loss expenses on the Consolidated Balance Sheet. |
|
2 |
|
Includes Net investment income earned and Net realized gains on the Consolidated Income Statement. |
|
3 |
|
Includes Losses incurred and Loss expenses incurred on the Consolidated Income Statement. |
|
4 |
|
The total of Amortization of deferred policy acquisition costs of $460,167, and Other operating
expenses of $41,977 reconciles to the
Consolidated Income Statement as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
497,229 |
|
Dividends to policyholders |
|
|
7,202 |
|
Other income |
|
|
(5,795 |
) |
Other expenses |
|
|
3,507 |
|
|
|
|
|
Total |
|
$ |
502,143 |
|
|
|
|
|
In addition to amounts related to the Insurance Operations segment, Other income
and Other expense on the Consolidated Income Statement
includes holding company income and expense amounts of $63 and $25,588, respectively.
114
SCHEDULE IV (continued)
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
Deferred |
|
|
Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses |
|
|
of deferred |
|
|
|
|
|
|
|
|
|
policy |
|
|
for losses |
|
|
|
|
|
|
Net |
|
|
Net |
|
|
and loss |
|
|
policy |
|
|
Other |
|
|
Net |
|
|
|
acquisition |
|
|
and loss |
|
|
Unearned |
|
|
premiums |
|
|
investment |
|
|
expenses |
|
|
acquisition |
|
|
operating |
|
|
premiums |
|
(in thousands) |
|
costs |
|
|
expenses1 |
|
|
premiums |
|
|
earned |
|
|
income2 |
|
|
incurred3 |
|
|
costs4 |
|
|
expenses4 |
|
|
written |
|
Insurance Operations Segment |
|
$ |
218,103 |
|
|
|
2,288,770 |
|
|
|
791,540 |
|
|
|
1,499,664 |
|
|
|
|
|
|
|
959,983 |
|
|
|
443,300 |
|
|
|
38,403 |
|
|
|
1,535,961 |
|
Investments Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
218,103 |
|
|
|
2,288,770 |
|
|
|
791,540 |
|
|
|
1,499,664 |
|
|
|
192,281 |
|
|
|
959,983 |
|
|
|
443,300 |
|
|
|
38,403 |
|
|
|
1,535,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Includes Reserve for losses and Reserve for loss expenses on the Consolidated Balance Sheet. |
|
2 |
|
Includes Net investment income earned and Net realized gains on the Consolidated Income Statement. |
|
3 |
|
Includes Losses incurred and Loss expenses incurred on the Consolidated Income Statement. |
|
4 |
|
The total of Amortization of deferred policy acquisition costs of $443,300 and Other operating
expenses of $38,404 reconciles to the
Consolidated Income Statement as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
478,339 |
|
Dividends to policyholders |
|
|
5,927 |
|
Other income |
|
|
(5,390 |
) |
Other expenses |
|
|
2,827 |
|
|
|
|
|
Total |
|
$ |
481,703 |
|
|
|
|
|
In addition to amounts related to the Insurance Operations segment, Other income
and Other expense on the Consolidated Income Statement
includes holding company income and expense amounts of $6 and $26,152, respectively.
115
SCHEDULE IV (continued)
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
Deferred |
|
|
Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses |
|
|
of deferred |
|
|
|
|
|
|
|
|
|
policy |
|
|
for losses |
|
|
|
|
|
|
Net |
|
|
Net |
|
|
and loss |
|
|
policy |
|
|
Other |
|
|
Net |
|
|
|
acquisition |
|
|
and loss |
|
|
Unearned |
|
|
premiums |
|
|
investment |
|
|
expenses |
|
|
acquisition |
|
|
operating |
|
|
premiums |
|
(in thousands) |
|
costs |
|
|
expenses1 |
|
|
premiums |
|
|
earned |
|
|
income2 |
|
|
incurred3 |
|
|
costs4 |
|
|
expenses4 |
|
|
written |
|
Insurance Operations Segment |
|
$ |
204,832 |
|
|
|
2,084,049 |
|
|
|
752,465 |
|
|
|
1,418,013 |
|
|
|
|
|
|
|
905,730 |
|
|
|
400,613 |
|
|
|
41,942 |
|
|
|
1,459,474 |
|
Investments Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
204,832 |
|
|
|
2,084,049 |
|
|
|
752,465 |
|
|
|
1,418,013 |
|
|
|
150,414 |
|
|
|
905,730 |
|
|
|
400,613 |
|
|
|
41,942 |
|
|
|
1,459,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Includes Reserve for losses and Reserve for loss expenses on the Consolidated Balance Sheet. |
|
2 |
|
Includes Net investment income earned and Net realized gains on the Consolidated Income Statement. |
|
3 |
|
Includes Losses incurred and Loss expenses incurred on the Consolidated Income Statement. |
|
4 |
|
The total of Amortization of deferred policy acquisition costs of $400,613 and Other operating
expenses of $41,942 reconciles to the
Consolidated Income Statement as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
437,894 |
|
Dividends to policyholders |
|
|
5,688 |
|
Other income |
|
|
(3,769 |
) |
Other expenses |
|
|
2,742 |
|
|
|
|
|
Total |
|
$ |
442,555 |
|
|
|
|
|
In addition to amounts related to the Insurance Operations segment, Other income
and Other expense on the Consolidated Income Statement
includes holding company income and expense amounts of $105 and $14,674, respectively.
116
SCHEDULE V
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
REINSURANCE
Years ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
Assumed |
|
|
Ceded |
|
|
|
|
|
|
Amount |
|
|
|
Direct |
|
|
from Other |
|
|
to Other |
|
|
|
|
|
|
Assumed |
|
(in thousands) |
|
Amount |
|
|
Companies |
|
|
Companies |
|
|
Net Amount |
|
|
to Net |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident and health insurance |
|
$ |
80 |
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
Property and liability insurance |
|
|
1,671,430 |
|
|
|
30,930 |
|
|
|
185,054 |
|
|
|
1,517,306 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums earned |
|
$ |
1,671,510 |
|
|
|
30,930 |
|
|
|
185,134 |
|
|
|
1,517,306 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident and health insurance |
|
$ |
509 |
|
|
|
|
|
|
|
476 |
|
|
|
33 |
|
|
|
|
|
Property and liability insurance |
|
|
1,618,500 |
|
|
|
36,009 |
|
|
|
154,878 |
|
|
|
1,499,631 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums earned |
|
$ |
1,619,009 |
|
|
|
36,009 |
|
|
|
155,354 |
|
|
|
1,499,664 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident and health insurance |
|
$ |
120 |
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
|
|
|
Property and liability insurance |
|
|
1,523,085 |
|
|
|
43,464 |
|
|
|
148,656 |
|
|
|
1,417,893 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums earned |
|
$ |
1,523,205 |
|
|
|
43,464 |
|
|
|
148,656 |
|
|
|
1,418,013 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
|
3.1
|
|
Restated Certificate of Incorporation of Selective Insurance
Group, Inc., dated August 4, 1977, as amended (incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K for the
year ended December 31, 2006, File No. 1-33067). |
|
|
|
3.2
|
|
By-Laws of Selective Insurance Group, Inc., effective October 24,
2006 (incorporated by reference herein to Exhibit 3.1 to the
Companys Current Report on Form 8-K filed October 24, 2006, File
No. 001-33067). |
|
|
|
4.1
|
|
Indenture dated December 29, 1982, between Selective Insurance
Group, Inc. and Midlantic National Bank, as Trustee, relating to
the Companys 8 3/4% Subordinated Convertible Debentures due 2008
(incorporated by reference herein to Exhibit 4.3 to the Companys
Registration Statement on Form S-3 No. 2-80881). |
|
|
|
4.2
|
|
Indenture dated as of September 24, 2002, between Selective
Insurance Group, Inc. and National City Bank, as Trustee, relating
to the Companys 1.6155% Senior Convertible Notes due September
24, 2032 (incorporated by reference herein to Exhibit 4.1 of the
Companys Registration Statement on Form S-3 No. 333-101489). |
|
|
|
4.3
|
|
Indenture, dated as of November 16, 2004, between Selective
Insurance Group, Inc. and Wachovia Bank, National Association, as
Trustee, relating to the Companys 7.25% Senior Notes due 2034
(incorporated by reference herein to Exhibit 4.1 of the Companys
Current Report on Form 8-K filed November 18, 2004, File No.
0-8641). |
|
|
|
4.4
|
|
Indenture, dated as of November 3, 2005, between Selective
Insurance Group, Inc. and Wachovia Bank, National Association, as
Trustee, relating to the Companys 6.70% Senior Notes due 2035
(incorporated by reference herein to Exhibit 4.1 of the Companys
Current Report on Form 8-K filed November 9, 2005, File No.
0-8641). |
|
|
|
4.5
|
|
Amended and Restated Rights Agreement, dated as of February 2,
1999, between Selective Insurance Group, Inc. and Wells Fargo,
National Association, as Successor to First Chicago Trust Company
of New York, as Rights Agent (incorporated by reference herein to
Exhibit 4.1 of the Companys Current Report on Form 8-K filed
February 4, 1999, File No. 0-8641). |
|
|
|
4.5a
|
|
Certificate of Adjustment, dated February 20, 2007, to the Amended
and Restated Rights Agreement (incorporated by reference herein to
Exhibit 4.2 to the Companys Form 8-A filed February 20, 2007,
File No. 001-33067). |
|
|
|
4.6
|
|
Registration Rights Agreement, dated as of November 16, 2004,
between Selective Insurance Group, Inc. and Keefe, Bruyette &
Woods, Inc. (incorporated by reference herein to Exhibit 4.2 of
the Companys Current Report on Form 8-K filed November 18, 2004,
File No. 0-8641). |
|
|
|
4.7
|
|
Registration Rights Agreement, dated as of November 3, 2005,
between Selective Insurance Group, Inc. and Keefe, Bruyette &
Woods, Inc. (incorporated by reference herein to Exhibit 4.2 of
the Companys Current Report on Form 8-K filed November 9, 2005,
File No. 0-8641). |
|
|
|
4.8
|
|
Form of Junior Subordinated Debt Indenture between Selective
Insurance Group, Inc. and U.S. Bank National Association
(incorporated by reference herein to Exhibit 4.3 of the Companys
Registration Statement on Form S-3 No. 333-137395). |
118
|
|
|
Exhibit |
|
|
Number |
|
|
4.9
|
|
First Supplemental Indenture, dated as of September 25, 2006,
between Selective Insurance Group, Inc. and U.S. Bank National
Association, as Trustee, relating to the Companys 7.5% Junior
Subordinated Notes due 2066 (incorporated by reference herein to
Exhibit 4.1 of the Companys Current Report on Form 8-K filed
September 27, 2006, File No. 0-8641). |
|
|
|
10.1
|
|
Selective Insurance Supplemental Pension Plan, effective as of
January 1, 1989 (incorporated by reference herein to Exhibit 10.1
of the Companys Registration Statement on Form S-4, No.
333-129927). |
|
|
|
10.2
|
|
Selective Insurance Company of America Deferred Compensation Plan,
effective July 1, 2002 (incorporated by reference herein to
Exhibit 99.1 of the Companys Registration Statement on Form S-8,
No. 333-97799). |
|
|
|
10.3
|
|
Selective Insurance Stock Option Plan II, as amended (incorporated
by reference herein to Exhibit 10.13b to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999, File No.
0-8641). |
|
|
|
10.3a
|
|
Amendment to the Selective Insurance Stock Option Plan II, as
amended, effective as of July 26, 2006 (incorporated by reference
herein to Exhibit 10.4 to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2006, File No. 0-8641). |
|
|
|
10.4
|
|
Selective Insurance Stock Option Plan III (incorporated by
reference herein to Exhibit A to the Companys Definitive Proxy
Statement for its 2002 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on April 1, 2002). |
|
|
|
10.4a
|
|
Amendment to the Selective Insurance Stock Option Plan III,
effective as of July 26, 2006 (incorporated by reference herein to
Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2006, File No. 0-8641). |
|
|
|
10.5
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan
(incorporated by reference herein to Appendix A of the Companys
Definitive Proxy Statement for its 2005 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
April 6, 2005). |
|
|
|
10.5a
|
|
Amendment to the Selective Insurance Group, Inc. 2005 Omnibus
Stock Plan (incorporated by reference herein to Exhibit 10.3 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, File No. 0-8641). |
|
|
|
10.5b
|
|
Amendment No. 2 to the Selective Insurance Group, Inc. 2005
Omnibus Stock Plan (incorporated by reference herein to Exhibit
10.5b of the Companys Annual Report on Form 10-K for the year
ended December 31, 2005, File No. 0-8641). |
|
|
|
10.5c
|
|
Amendment No. 3 to the Selective Insurance Group, Inc. 2005
Omnibus Stock Plan (incorporated by reference herein to Exhibit
10.5c of the Companys Annual Report on Form 10-K for the year
ended December 31, 2005, File No. 0-8641). |
|
|
|
10.5d
|
|
Amendment No. 4 to the Selective Insurance Group, Inc. 2005
Omnibus Stock Plan Amendment (incorporated by reference herein to
Exhibit 10.5d of the Companys Annual Report on Form 10-K for the
year ended December 31, 2006, File No. 0-8641). |
|
|
|
*10.5e
|
|
Amendment No. 5 to the Selective Insurance Group, Inc. 2005
Omnibus Stock Plan Amendment (incorporated by reference herein to
Exhibit 10.5e of the Companys Annual Report on Form 10-K for the
year ended December 31, 2007, File No. 0-8641). |
|
|
|
10.6
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Stock
Option Agreement (incorporated by reference herein to Exhibit 10.2
to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, File No. 0-8641). |
119
|
|
|
Exhibit |
|
|
Number |
|
|
10.7
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Director
Restricted Stock Agreement (incorporated by reference herein to
Exhibit 10.8 of the Companys Annual Report on Form 10-K for the
year ended December 31, 2005, File No. 0-8641). |
|
|
|
*10.7a
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Director
Restricted Stock Agreement (incorporated by reference herein to
Exhibit 10.7a of the Companys Annual Report on Form 10-K for the
year ended December 31, 2007, File No. 0-8641). |
|
|
|
10.8
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Director
Stock Option Agreement (incorporated by reference herein to
Exhibit 10.9 of the Companys Annual Report on Form 10-K for the
year ended December 31, 2005, File No. 0-8641). |
|
|
|
10.9
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Agreement (incorporated by reference herein to Exhibit 10.3
to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, File No. 0-8641). |
|
|
|
10.10
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Agreement (incorporated by reference herein to Exhibit 10.4
to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, File No. 0-8641). |
|
|
|
10.11
|
|
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Automatic
Director Stock Option Agreement (incorporated by reference herein
to Exhibit 2 of the Companys Definitive Proxy Statement for its
2005 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on April 6, 2005). |
|
|
|
10.12
|
|
Deferred Compensation Plan for Directors (incorporated by
reference herein to Exhibit 10.5 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 0-8641). |
|
|
|
10.13
|
|
Selective Insurance Group, Inc. Employee Stock Purchase Savings
Plan (incorporated by reference herein to Exhibit 10.6 to the
Companys Annual Report on Form 10-K for the year ended December
31, 1993, File No. 0-8641). |
|
|
|
10.13a
|
|
Amendment to the 1987 Employee Stock Purchase Savings Plan,
effective May 2, 1997, (incorporated by reference herein to
Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997, File No. 0-8641). |
|
|
|
10.14
|
|
Selective Insurance Group, Inc. Cash Incentive Plan (incorporated
by reference herein to Appendix B to the Companys Definitive
Proxy Statement for its 2005 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on April 6, 2005). |
|
|
|
10.14a
|
|
Amendment No. 1 to the Selective Insurance Group, Inc. Cash
Incentive Plan (incorporated by reference herein to Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, File No. 0-8641). |
|
|
|
*10.14b
|
|
Amendment No. 2 to the Selective Insurance Group, Inc. Cash
Incentive Plan (incorporated by reference herein to Exhibit 10.14b
of the Companys Annual Report on Form 10-K for the year ended
December 31, 2007, File No. 0-8641). |
|
|
|
*10.14c
|
|
Selective Insurance Group, Inc. Cash Incentive Plan Cash Incentive
Unit Award Agreement (incorporated by reference herein to Exhibit
10.14c of the Companys Annual Report on Form 10-K for the year
ended December 31, 2007, File No. 0-8641). |
|
|
|
*10.14d
|
|
Selective Insurance Group, Inc. Cash Incentive Plan Cash Incentive
Unit Award Agreement (incorporated by reference herein to Exhibit
10.14d of the Companys Annual Report on Form 10-K for the year
ended December 31, 2007, File No. 0-8641). |
120
|
|
|
Exhibit |
|
|
Number |
|
|
10.15
|
|
Selective Insurance Group, Inc. Stock Purchase Plan for
Independent Insurance Agencies, effective July 1, 2006
(incorporated by reference herein to Appendix A of the Companys
Definitive Proxy Statement for its 2006 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
March 28, 2006). |
|
|
|
10.15a
|
|
Amendment No. 1 to the Selective Insurance Group, Inc. Stock
Purchase Plan for Independent Insurance Agencies (incorporated by
reference to Exhibit 10.15a of the Companys Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-33067). |
|
|
|
10.16
|
|
Selective Insurance Group, Inc. Stock Option Plan for Directors
(incorporated by reference herein to Exhibit B of the Companys
Definitive Proxy Statement for its 2000 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
March 31, 2000). |
|
|
|
10.16a
|
|
Amendment to the Selective Insurance Group, Inc. Stock Option Plan
for Directors, as amended, effective as of July 26, 2006,
(incorporated by reference herein to Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006,
File No. 0-8641). |
|
|
|
10.17
|
|
Selective Insurance Group, Inc. Stock Compensation Plan for
Nonemployee Directors, as amended (incorporated by reference
herein to Exhibit A to the Companys Definitive Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on March 31, 2000). |
|
|
|
10.18
|
|
Employment, Termination and Severance Agreements. |
|
|
|
10.18a
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Gregory E. Murphy,
dated as of April 26, 2006 (incorporated by reference herein to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
April 28, 2006, File No. 0-8641). |
|
|
|
10.18b
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Jamie Ochiltree, III, dated as of August, 1, 2006 (incorporated by
reference herein to Exhibit 10.6 to the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006, File No.
0-8641). |
|
|
|
10.18c
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Dale A. Thatcher, dated as of August 1, 2006 (incorporated by
reference herein to Exhibit 10.9 to the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006, File No.
0-8641). |
|
|
|
10.18d
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Richard F. Connell, dated as of August 1, 2006 (incorporated by
reference herein to Exhibit 10.7 to the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006, File No.
0-8641). |
|
|
|
10.18e
|
|
Termination Agreement between Selective Insurance Company of
America and Michael H. Lanza, dated as of July 27, 2004
(incorporated by reference herein to Exhibit 10.6 to the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30,
2004, File No. 0-8641). |
|
|
|
10.18f
|
|
Employment Agreement among Selective Insurance Company of America,
Selective Insurance Group, Inc. and Victor N. Daley, dated as of
September 26, 2005 (incorporated by reference to Exhibit 10.18m of
the Companys Annual Report on Form 10-K for the year ended
December 31, 2005, File No. 0-8641). |
|
|
|
10.18g
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Kerry A. Guthrie, dated as of August 1, 2006 (incorporated by
reference herein to Exhibit 10.8 to the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006, File No.
0-8641). |
121
|
|
|
Exhibit |
|
|
Number |
|
|
10.18h
|
|
Employment Agreement between Selective Insurance Group, Inc. and
Ronald J. Zaleski, dated as of August 1, 2006 (incorporated by
reference herein to Exhibit 10.10 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006, File No.
0-8641). |
|
|
|
10.19
|
|
Credit Agreement among Selective Insurance Group, Inc., the
Lenders Named Therein and Wachovia Bank, National Association, as
Administrative Agent, dated as of August 11, 2006 (incorporated by
reference herein to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed August 16, 2006, File No. 0-8641). |
|
|
|
*21
|
|
Subsidiaries of Selective Insurance Group, Inc. |
|
|
|
*23.1
|
|
Consent of KPMG LLP. |
|
|
|
*24.1
|
|
Power of Attorney of Paul D. Bauer. |
|
|
|
*24.2
|
|
Power of Attorney of W. Marston Becker. |
|
|
|
*24.3
|
|
Power of Attorney of A. David Brown. |
|
|
|
*24.4
|
|
Power of Attorney of John C. Burville. |
|
|
|
*24.5
|
|
Power of Attorney of William M. Kearns, Jr. |
|
|
|
*24.6
|
|
Power of Attorney of Joan M. Lamm-Tennant. |
|
|
|
*24.7
|
|
Power of Attorney of S. Griffin McClellan III. |
|
|
|
*24.8
|
|
Power of Attorney of Ronald L. OKelley. |
|
|
|
*24.9
|
|
Power of Attorney of John F. Rockart. |
|
|
|
*24.10
|
|
Power of Attorney of William M. Rue. |
|
|
|
*24.11
|
|
Power of Attorney of J. Brian Thebault. |
|
|
|
*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. |
|
|
|
*99.1
|
|
Glossary of Terms. |
122