FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
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þ |
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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, 2006
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 |
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) |
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Registrants telephone number, including area code:
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(973) 948-3000 |
Securities registered pursuant to Section 12(b) of the Act: |
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7.5% Junior Subordinated Notes due September 27, 2066
(Title of class)
Common Stock, par value $2 per share
(Title of class)
Preferred Share Purchase Rights
(Title of class)
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.
þ Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
o Yes þ No
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.
þ Yes o No
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.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yes þ No
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
$1,585,015,215 on June 30, 2006.
As of
February 13, 2007, the registrant had outstanding 56,995,648 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for the 2007 Annual Meeting of Stockholders
to be held on April 24, 2007 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 products.
Selective was incorporated in New Jersey in 1977. Its principal property and casualty insurance
subsidiary was organized in New Jersey in 1926. Its main offices are located in Branchville, New
Jersey.
Selective classifies its businesses into three operating segments:
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Insurance Operations, which sells property and casualty insurance products and services
primarily in 20 states in the Eastern and Midwestern United States, and has at least one
company licensed to do business in each of the 50 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. Insurance policies
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 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 Rating 1 |
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Domiciliary State |
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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 9% of commercial and personal insurance companies carry an A+
or better rating from A.M. Best. |
In 2006, A.M. Best, in its list of Top Property/Casualty Writers, ranked Selective the
47th largest property and casualty group in the United States based on the 2005 combined
net premiums written (NPW), or premiums for all policies sold, by the Insurance Subsidiaries.
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 net premiums written (NPW). NPW is recognized as revenue as
net premiums earned (NPE) ratably over the life 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 as well as 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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4) |
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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 that an insurance company is generating
an underwriting profit and a statutory combined ratio over 100% generally indicates that an
insurance company is generating 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 many 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.
Selective believes that only providing a GAAP presentation of financial information for its
Insurance Operations segment would make it more difficult for agents, customers, and investors to
evaluate Selectives success or failure in its 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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2006 |
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2005 |
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2004 |
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Insurance Operations Results |
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NPW |
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$ |
1,540,901 |
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1,462,914 |
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1,368,061 |
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NPE |
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$ |
1,504,632 |
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1,421,439 |
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1,321,316 |
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Losses and loss expenses incurred |
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958,741 |
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902,557 |
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862,621 |
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Net underwriting expenses incurred |
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482,657 |
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449,569 |
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414,256 |
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Policyholders dividends |
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5,927 |
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5,688 |
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4,275 |
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Underwriting profit (loss) |
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$ |
57,307 |
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63,625 |
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40,164 |
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Ratios: |
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Losses and loss expense ratio |
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63.7 |
% |
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63.5 |
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65.3 |
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Underwriting expense ratio |
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31.3 |
% |
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30.7 |
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30.3 |
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Policyholders dividends ratio |
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0.4 |
% |
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0.4 |
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0.3 |
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Combined ratio |
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95.4 |
% |
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94.6 |
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95.9 |
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GAAP Combined ratio 1 |
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96.1 |
% |
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95.1 |
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96.9 |
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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 and therefore excluded from the GAAP combined
ratio. The total Statutory Combined Ratio excluding flood was 96.1% in 2006, 95.3% in 2005, and 96.5% in 2004. |
Selective has consistently produced a lower statutory combined ratio than the property and
casualty insurance industry, generally outperforming the industry for the past 10 years by an
average of 2.7 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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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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1997 |
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Selective Ratios: (1) |
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Loss and loss expense |
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69.8 |
% |
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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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68.2 |
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Underwriting expense |
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31.0 |
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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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31.2 |
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Policyholders dividends |
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0.6 |
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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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0.7 |
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Statutory combined ratio (2) |
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101.5 |
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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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100.1 |
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Growth (decline) in net premiums
written |
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8.4 |
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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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3.7 |
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Industry Ratios: (1) (3) |
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Loss and loss expense |
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76.9 |
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66.9 |
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74.8 |
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73.1 |
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75.1 |
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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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72.8 |
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Underwriting expense |
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26.3 |
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25.9 |
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25.5 |
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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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27.1 |
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Policyholders dividends |
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1.0 |
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0.5 |
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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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1.7 |
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Statutory combined ratio (2) |
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104.2 |
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93.3 |
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100.8 |
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98.5 |
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100.2 |
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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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101.6 |
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Growth in net premiums written |
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5.1 |
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2.6 |
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(0.2 |
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4.4 |
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9.6 |
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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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2.9 |
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Selective Favorable (Unfavorable) to
Industry: |
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Statutory combined ratio |
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2.7 |
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(2.1 |
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6.2 |
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2.6 |
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(1.3 |
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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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1.5 |
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Growth (decline) in net premiums
written |
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3.3 |
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2.7 |
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7.1 |
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7.6 |
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6.1 |
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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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0.8 |
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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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A statutory combined ratio under 100% generally indicates an underwriting profit and a statutory combined ratio over
100% generally indicates an underwriting loss. Due to investment income, a company may still be profitable even
though its statutory combined ratio exceeds 100%. |
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3. |
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Source: A.M. Best. The industry ratios for 2006 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 86% of Selectives NPW; and personal
lines (Personal Lines), which markets primarily to individuals and represents approximately 14%
of NPW.
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.
5
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. This large
geographic area diversifies Selectives exposure to 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, |
Net Premiums Written |
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2006 |
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2005 |
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2004 |
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New Jersey |
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32.6 |
% |
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33.9 |
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36.7 |
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Pennsylvania |
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14.3 |
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14.4 |
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13.7 |
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New York |
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11.1 |
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11.2 |
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10.9 |
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Maryland |
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7.5 |
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7.2 |
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7.0 |
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Virginia |
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5.9 |
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5.6 |
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5.4 |
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Illinois |
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3.9 |
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3.8 |
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3.2 |
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North Carolina |
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3.8 |
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3.8 |
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3.7 |
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Georgia |
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3.2 |
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3.1 |
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3.0 |
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Indiana |
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3.1 |
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2.8 |
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2.8 |
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South Carolina |
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2.5 |
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2.5 |
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2.1 |
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Michigan |
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1.9 |
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1.8 |
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1.9 |
|
Ohio |
|
|
1.6 |
|
|
|
1.5 |
|
|
|
1.6 |
|
Connecticut |
|
|
1.4 |
|
|
|
1.3 |
|
|
|
1.1 |
|
Delaware |
|
|
1.3 |
|
|
|
1.4 |
|
|
|
1.4 |
|
Rhode Island |
|
|
1.3 |
|
|
|
1.2 |
|
|
|
1.1 |
|
Minnesota |
|
|
1.1 |
|
|
|
1.1 |
|
|
|
1.0 |
|
Wisconsin |
|
|
1.1 |
|
|
|
1.1 |
|
|
|
1.2 |
|
Other states 1 |
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Other states include, among others, Washington, D.C., Florida, Iowa, Kentucky, and Missouri. |
Independent Insurance Agent Distribution Model
According to the Independent Insurance Agents and Brokers of America (IIABA), in 2004,
independent insurance agents and brokers write approximately 80% of the commercial property and
casualty insurance and approximately 35% 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 while carefully monitoring each agents profitability, growth, financial stability, staff,
and mix of business against plans that Selective develops 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, 2006, Selectives Insurance Subsidiaries had entered into agency agreements,
pursuant to applicable state laws and regulations, with approximately 770 independent insurance
agents having approximately 1,600 storefronts, to allow such agents to sell policies written by the
Insurance Subsidiaries. Selective pays its independent agents 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 underwriting results of the business the agent writes with Selective.
Technology and Field Model Business Strategy
Selective uses the trademarks, High-Tech, High-Touch" and HT 2", 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
6
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, 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 2006, Applied Systems, Inc. presented Selective with the 2006 Interface
Leadership and Innovation Award for promoting efficient communication between insurance carriers
and independent agents. Applied Systems is the leading provider of automated solutions for the
property and casualty insurance industry. The award was granted based on Selectives ability to
advance agency-company interface through adoption, support and implementation of initiatives
through its xSELerate® agency integration technology. Additionally, Selective received the 2006
E-Fusion Award from A.M. Best Co. for innovative, business-focused agency integration technology.
This award was granted to Selective for increasing productivity for its independent insurance
agents through its xSELerate® agency integration 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. The PMO meets monthly with Selectives senior management to review all major
projects and report on the status of other projects. The PMO is a factor in the success of
Selectives technology implementation and in ensuring that Selective has a competitive advantage
with independent agents, while reducing overall company expenses and increasing overall employee
productivity. 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 five regional branch
offices (Region), which were as follows as of December 31, 2006:
|
|
|
Region |
|
Office Location |
|
Mid-America
|
|
Columbus, Ohio |
New Jersey
|
|
Hamilton, New Jersey |
Northeast
|
|
Branchville, New Jersey |
Pennsylvania
|
|
Allentown, Pennsylvania |
Southern
|
|
Charlotte, North Carolina |
Selective also maintains an office in Hunt Valley, Maryland that supports our Selective Risk
Managers (SRM) operations.
As of December 31, 2006, Selective had:
|
|
|
81 field underwriters within commercial lines, known as agency management
specialists (AMS). 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, AMSs are able to build strong relationships with agents through direct
and regular interaction. |
|
|
|
|
8 territory managers within Personal Lines that work with AMSs and
independent agents to advance Personal Lines production. Territory managers build strong
relationships with agents through direct and regular interaction, which better positions
them to evaluate new business opportunities. |
|
|
|
|
70 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. |
|
|
|
|
136 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. |
7
Underwriting
Selective seeks to price and underwrite a variety of insurance risks and focuses its efforts on
four market segments:
|
|
|
Small business accounts, representing 9% of Selectives commercial lines
premium, can be written through Selectives Internet-based One & Done® systems automated
underwriting templates; |
|
|
|
|
Middle market business accounts with annual premiums up to $250,000, that
cannot be underwritten through the One & Done® system, are the primary focus of the AMSs
and represent 80% of Selectives commercial lines premium; |
|
|
|
|
Large business accounts with annual premiums of approximately $250,000 or
greater, which represents 11% of Selectives commercial
lines premuim, are underwritten by a specialized commercial lines
unit, SRM. Approximately 20% of these accounts employ
alternative risk transfer mechanisms such as guaranteed costs,
retrospective plans, and self-insured
group retention programs, or they are self-insured group accounts that retain a portion of the
risk. |
|
|
|
|
Personal Lines. |
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. |
A distinct
advantage of Selectives 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. Services that Selective offers include: (i) risk evaluation and
improvement surveys intended to evaluate potential exposures and provide solutions for mitigation.
Risk improvement efforts for existing customers are designed to improve loss experience and
retention through valuable ongoing consultative service; (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. Selectives Safety
Management goal is to partner with policyholders to identify and eliminate potential loss exposures.
Selective also has an underwriting service center (USC) located in Richmond, Virginia. The USC
assists Selectives agents by servicing small to mid size 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 $26
million. The total $96 million serviced represents 6% of total net premiums written.
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 policy emphasizes the maintenance of timely and adequate reserves for claims,
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.
8
Selective has a centralized special investigative 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 policy to notify the proper
authorities of its findings. This policy sends a clear message that Selective will not tolerate
fraudulent activity committed against the Company 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.
The following information presents: (i) Selectives reserve development over the proceeding ten
years; and (ii) a reconciliation of reserves in accordance with SAP to such reserves determined in
accordance with GAAP, each as prescribed by Securities Act Industry Guide No. 6.
Section I of the ten-year table shows the estimated liability that was recorded at the end of each
of the indicated years for all current and prior accident year 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.
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, 2006. 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, 2006.
This table does not present accident or policy year development data, which certain readers may be
more accustomed to analyzing. 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.
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
1996 |
|
|
1997 |
|
|
1998 |
|
|
1999 |
|
|
2000 |
|
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
I.Gross reserves
for unpaid losses
and loss expenses
at December 31 |
|
$ |
1,189.8 |
|
|
|
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 |
|
Reinsurance
recoverable on
unpaid losses and
loss expenses at
December 31 |
|
$ |
(150.2 |
) |
|
|
(124.2 |
) |
|
|
(140.5 |
) |
|
|
(192.0 |
) |
|
|
(160.9 |
) |
|
|
(166.5 |
) |
|
|
(160.4 |
) |
|
|
(184.6 |
) |
|
|
(218.8 |
) |
|
|
(218.2 |
) |
|
|
(199.7 |
) |
Net reserves for
unpaid losses and
loss expenses at
December 31 |
|
$ |
1,039.6 |
|
|
|
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 |
|
|
II. Net Reserves
estimated as of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later |
|
$ |
1,029.5 |
|
|
|
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 |
|
|
|
|
|
Two years later |
|
|
1,028.1 |
|
|
|
1,024.8 |
|
|
|
1,035.9 |
|
|
|
1,088.2 |
|
|
|
1,152.7 |
|
|
|
1,175.8 |
|
|
|
1,276.3 |
|
|
|
1,452.3 |
|
|
|
1,637.3 |
|
|
|
|
|
|
|
|
|
Three years later |
|
|
1,020.5 |
|
|
|
1,014.0 |
|
|
|
1,033.3 |
|
|
|
1,115.6 |
|
|
|
1,181.9 |
|
|
|
1,210.7 |
|
|
|
1,344.6 |
|
|
|
1,491.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later |
|
|
1,014.4 |
|
|
|
998.1 |
|
|
|
1,040.3 |
|
|
|
1,134.4 |
|
|
|
1,220.2 |
|
|
|
1,290.2 |
|
|
|
1,371.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later |
|
|
1,000.9 |
|
|
|
997.9 |
|
|
|
1,049.9 |
|
|
|
1,156.0 |
|
|
|
1,278.3 |
|
|
|
1,306.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later |
|
|
1,002.1 |
|
|
|
1,003.6 |
|
|
|
1,058.6 |
|
|
|
1,194.6 |
|
|
|
1,287.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later |
|
|
1,006.5 |
|
|
|
1,011.6 |
|
|
|
1,090.0 |
|
|
|
1,203.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later |
|
|
1,010.9 |
|
|
|
1,038.0 |
|
|
|
1,101.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later |
|
|
1,033.4 |
|
|
|
1,045.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later |
|
|
1,042.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative net
Redundancy
(deficiency) |
|
$ |
(3.0 |
) |
|
|
(8.2 |
) |
|
|
(48.3 |
) |
|
|
(121.4 |
) |
|
|
(175.7 |
) |
|
|
(174.9 |
) |
|
|
(128.5 |
) |
|
|
(87.8 |
) |
|
|
(20.9 |
) |
|
|
7.3 |
|
|
|
|
|
|
|
|
|
III. Cumulative
amount of net
reserves paid
through: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later |
|
$ |
303.6 |
|
|
|
313.7 |
|
|
|
328.1 |
|
|
|
348.2 |
|
|
|
399.2 |
|
|
|
377.1 |
|
|
|
384.0 |
|
|
|
414.5 |
|
|
|
422.4 |
|
|
|
468.6 |
|
|
|
|
|
Two years later |
|
|
519.6 |
|
|
|
531.1 |
|
|
|
537.5 |
|
|
|
600.3 |
|
|
|
649.1 |
|
|
|
627.3 |
|
|
|
653.3 |
|
|
|
691.4 |
|
|
|
729.5 |
|
|
|
|
|
|
|
|
|
Three years later |
|
|
674.7 |
|
|
|
665.5 |
|
|
|
703.8 |
|
|
|
767.5 |
|
|
|
815.3 |
|
|
|
807.2 |
|
|
|
836.3 |
|
|
|
903.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later |
|
|
760.8 |
|
|
|
760.8 |
|
|
|
797.1 |
|
|
|
870.8 |
|
|
|
930.9 |
|
|
|
926.9 |
|
|
|
966.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later |
|
|
820.0 |
|
|
|
812.2 |
|
|
|
856.1 |
|
|
|
933.6 |
|
|
|
1,002.4 |
|
|
|
1,003.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later |
|
|
850.9 |
|
|
|
849.7 |
|
|
|
892.2 |
|
|
|
974.6 |
|
|
|
1,046.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later |
|
|
877.3 |
|
|
|
875.9 |
|
|
|
919.2 |
|
|
|
1,001.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later |
|
|
896.0 |
|
|
|
894.7 |
|
|
|
937.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later |
|
|
912.1 |
|
|
|
908.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later |
|
|
924.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV. Re-estimated
gross liability |
|
$ |
1,305.9 |
|
|
|
1,294.2 |
|
|
|
1,352.0 |
|
|
|
1,469.3 |
|
|
|
1,519.9 |
|
|
|
1,546.8 |
|
|
|
1,583.3 |
|
|
|
1,716.5 |
|
|
|
1,867.0 |
|
|
|
2,090.5 |
|
|
|
|
|
Re-estimated
Reinsurance
Recoverable |
|
$ |
(263.3 |
) |
|
|
(249.0 |
) |
|
|
(250.9 |
) |
|
|
(266.1 |
) |
|
|
(232.3 |
) |
|
|
(240.1 |
) |
|
|
(211.7 |
) |
|
|
(225.5 |
) |
|
|
(229.7 |
) |
|
|
(232.0 |
) |
|
|
|
|
|
|
|
Re-estimated net
Liability |
|
$ |
1,042.6 |
|
|
|
1,045.2 |
|
|
|
1,101.1 |
|
|
|
1,203.2 |
|
|
|
1,287.5 |
|
|
|
1,306.8 |
|
|
|
1,371.5 |
|
|
|
1,491.1 |
|
|
|
1,637.3 |
|
|
|
1,858.5 |
|
|
|
|
|
|
|
|
V. Cumulative gross
(deficiency) |
|
$ |
(116.1 |
) |
|
|
(133.0 |
) |
|
|
(158.7 |
) |
|
|
(195.5 |
) |
|
|
(247.2 |
) |
|
|
(248.5 |
) |
|
|
(179.8 |
) |
|
|
(128.7 |
) |
|
|
(31.8 |
) |
|
|
(6.4 |
) |
|
|
|
|
|
|
|
Cumulative net
Redundancy
(deficiency) |
|
$ |
(3.0 |
) |
|
|
(8.2 |
) |
|
|
(48.3 |
) |
|
|
(121.4 |
) |
|
|
(175.7 |
) |
|
|
(174.9 |
) |
|
|
(128.5 |
) |
|
|
(87.8 |
) |
|
|
(20.9 |
) |
|
|
7.3 |
|
|
|
|
|
|
|
|
Note: Some amounts may not foot due to rounding.
The Company 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 our
commercial automobile, workers compensation, and personal automobile lines of business partially
offset by adverse development in our 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 the state 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 our contractor completed
operations business and an increase in reserves for legal expenses. The remaining
10
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, we 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, we had sufficient evidence accumulated to change 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.
In 2005 there was an adverse judicial ruling by the New Jersey Supreme Court, which is discussed in
the Personal Automobile section of Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations. This adverse judicial ruling led to an increase in reserves
of approximately $10 million, of which $6 million represents adverse development from prior years.
The cumulative net deficiencies seen in the years 1998 through 2003 are reflective of the soft
market pricing in the industry during that time frame, which hit the lowest levels in 1999. The
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 ceded to the Unsatisfied Claim
and Judgment Fund in the State of New Jersey. Approximately 24% of the cumulative gross deficiency
for years 1998 and prior stems from this increase.
As discussed in the Insurance Operations section of Item 1. Business on this Annual Report on
Form 10-K
(Form 10-K), there are differences between SAP and GAAP accounting. The following table
reconciles losses and loss expense reserves under SAP and GAAP at December 31, as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
Statutory losses and loss expense reserves (1) |
|
$ |
2,084,012 |
|
|
|
1,862,360 |
|
Provision for uncollectible reinsurance |
|
|
2,700 |
|
|
|
3,500 |
|
Pension adjustment |
|
|
2,619 |
|
|
|
(59 |
) |
Other |
|
|
(299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP losses and loss expense reserve net |
|
|
2,089,032 |
|
|
|
1,865,801 |
|
|
|
|
|
|
|
|
Reinsurance recoverable on unpaid losses and loss expenses |
|
|
199,738 |
|
|
|
218,248 |
|
GAAP losses and loss expense reserves gross |
|
$ |
2,288,770 |
|
|
|
2,084,049 |
|
|
|
|
|
|
|
|
|
|
|
(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) the 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 commercial risks, and homeowners policies.
The emergence of these claims is slow and highly unpredictable.
Asbestos claims are claims presented to us 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, 2006, asbestos claims constituted 89% of our 2,568 environmental
claims compared with 88% of our 2,382 outstanding environmental claims at December 31, 2005.
Non-asbestos claims are pollution and environmental claims alleging bodily injury or property
damage presented, or expected to be presented to us, 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.
11
Selective refers all environmental claims to its centralized environmental claim unit, which
specializes in the claim management of these exposures. 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, as it would not be meaningful. Historically, Selectives environmental
claims have been significantly less volatile and uncertain than 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.
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, 2007 via the Terrorism Risk Insurance Extension Act of 2005. 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
19% of stockholders equity at December 31, 2006 compared to 23% at December 31, 2005. These
balances net of available collateral were 15% of stockholders equity at December 31, 2006 compared
to 19% at December 31, 2005. Approximately half of the uncollateralized recoverable on paid and
unpaid balances at December 31, 2006 and at December 31, 2005 stem from federal or state sponsored
pools, which we believe to have minimal default risk. The following are the five largest individual
uncollateralized reinsurance recoverables on paid and unpaid balances based on December 31, 2006
amounts:
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
|
|
As of: 12/31/06 |
|
As of: 12/31/05 |
|
|
|
|
|
|
Unsecured |
|
|
|
|
|
Unsecured |
|
|
|
|
Ratings: |
|
Recoverable on |
|
% of |
|
Recoverable on Paid |
|
|
Reinsurer Name |
|
A.M. Best |
|
Paid and Unpaid |
|
Total |
|
and Unpaid |
|
% of Total |
|
NJ Unsatisfied Claim Judgement
Fund |
|
State pool |
|
$ |
65,624 |
|
|
|
39 |
% |
|
$ |
65,636 |
|
|
|
35 |
% |
Munich Reinsurance America, Inc. |
|
|
A |
|
|
|
30,776 |
|
|
|
18 |
% |
|
|
30,966 |
|
|
|
17 |
% |
National Flood Insurance Program |
|
Federal program |
|
|
14,823 |
|
|
|
9 |
% |
|
|
40,316 |
|
|
|
22 |
% |
Hannover Ruckversicherungs AG |
|
|
A |
|
|
|
12,161 |
|
|
|
7 |
% |
|
|
8,657 |
|
|
|
5 |
% |
Swiss Re America Corp. |
|
|
A+ |
|
|
|
10,740 |
|
|
|
6 |
% |
|
|
11,787 |
|
|
|
6 |
% |
All Other Reinsurers |
|
various |
|
|
32,346 |
|
|
|
21 |
% |
|
|
28,641 |
|
|
|
15 |
% |
Total |
|
|
|
|
|
$ |
166,470 |
|
|
|
|
|
|
$ |
186,003 |
|
|
|
|
|
% of Shareholders Equity |
|
|
|
|
|
|
15 |
% |
|
|
|
|
|
|
19 |
% |
|
|
|
|
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. 90% of all TRIA
certified losses above the retention. Selectives retention
for 2007 is approximately $200 million. Terrorism acts
related to the use of nuclear, biological, chemical or
radioactive reactions (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, 2007. 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: |
|
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. |
|
|
|
|
|
|
|
|
|
|
$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. |
|
|
|
|
|
|
|
|
|
|
|
Property Catastrophe |
|
95% of $285 million above $40 million retention in three
layers: |
|
TRIA losses are excluded from the treaty. In addition, all
NBC losses are excluded regardless of whether or not they are certified under TRIA. |
|
|
|
|
95% of losses in excess of $40 million up to
$100 million; |
|
|
|
|
|
|
|
|
95% of losses in excess of $100 million up to
$175 million; |
|
|
|
|
|
|
|
|
95% of losses in excess of $175 million up to
$325 million; and |
|
|
|
|
|
|
The treaty provides one reinstatement per layer, $541.5
million in annual aggregate limit, net of Selectives
co-participation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
Treaty |
|
Reinsurance Coverage |
|
Terrorism Coverage |
|
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 casualty losses have per occurrence 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:
|
|
All NBC losses are excluded regardless of whether or not they
are certified under TRIA. For non-NBC losses, the treaty
distinguishes between acts certified under TRIA and those
that are not.
TRIA certified losses (other than NBC) 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
TRIA losses, $9 million annual aggregate limit;
Casualty treaty: |
|
|
Workers Compensation only working layer of $3 million in
excess of $2 million layer provides five reinstatements, $18
million annual aggregate limit; |
|
|
|
$7 million in excess of $5 million layer
provides two reinstatements for TRIA losses,
$21 million annual aggregate limit; |
|
|
Casualty treaty: |
|
|
|
$9 million in excess of $12 million
layer provides two reinstatements for TRIA losses, $27 million annual aggregate limit;
|
|
|
|
|
$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 for TRIA losses, $18 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 for TRIA losses, $40 million annual aggregate limit; |
|
|
|
|
$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 for TRIA losses,
$60 million in net annual aggregate limit; and |
|
|
|
|
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. |
|
Non-certified terrorism losses (other than NBC) are subject to the normal limits under the treaty. |
|
|
|
|
|
|
|
|
|
|
Surety and Fidelity Excess of Loss |
|
The treaty provides per loss/per principal coverage up to
$7.2 million in excess of $1.0 million retention and $0.8
million co-participation. The treaty provides the following
reinstatements and annual aggregate limits:
|
|
Contract does not provide specific exclusions regarding
terrorism losses. |
|
|
|
|
$3 million in excess of $1 million layer
provides two reinstatements, $8.1 million
annual aggregate limit, net of our
co-participation;
|
|
|
|
|
|
|
|
|
$5 million in excess of $4 million layer
provides one reinstatement, $9 million annual
aggregate limit, net of our co-participation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flood |
|
100% reinsurance by the federal governments National Flood
Insurance Program Write Your Own program. |
|
None. |
|
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 |
% |
14
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 United States government does not directly regulate the insurance industry, federal
initiatives from time to time can have an impact on the industry, such as the federal governments
enactment and extension of TRIA.
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.
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.
15
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 2006 statutory financial
statements for the Insurance Subsidiaries, each Insurance Subsidiarys total adjusted capital
substantially exceeded two times their Authorized Control Level.
Investments Segment
Our investment philosophy includes certain return and risk objectives for our 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, 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. At December 31, 2006, Selectives
investment portfolio consisted of $2,946.9 million (82%) of fixed maturity securities, $307.4
million (9%) of equity securities, $197.0 million (5%) of short-term investments, and $144.8
million (4%) 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. For further information
regarding Selectives interest rate sensitivity, 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 $197.0 million at December 31, 2006 and $185.1
million at December 31, 2005, was 3.8 years at December 31, 2006 and 4.0 years at December 31,
2005.
Selectives Investments segment operations are primarily based 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.
Diversified Insurance Services Segment
Selectives Diversified Insurance Services segment provides fee-based revenues that 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 (SHRS), which are headquartered in Sarasota,
Florida. SHRSs customers are small business owners who generally have existing relationships with
independent insurance agents. SHRS 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), SHRS enters into agreements with clients that
establish a three-party relationship under which SHRS and the client are co-employers of the
employees who work at the clients location (worksite employees). As of December 31, 2006, SHRS
had approximately 27,000 worksite employees.
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 a component 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
16
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 274,000 flood policies under the
NFIP through over 6,100 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, SHRS 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, SHRS 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 SHRS 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 SHRS will be able to satisfy new or revised laws and regulations.
Flood insurance is offered through the federal governments NFIP program, 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 unprecedented flood losses
that have significantly increased the NFIPs deficit.
The NFIP currently covers flooding caused by storm surge, wherein 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, wherein flooding related to storm surge is no longer covered or is required to
be covered by our Insurance Operations Homeowners policies, it could have a material adverse effect
on Selectives financial condition, or results of operations, as it relates to Selectives Flood
and/or Homeowners results.
Effective October 1, 2006, the fee paid to us by the NFIP decreased 0.6 points to 30.2% of premiums
written. Future reductions in this rate could occur through legislative activity.
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 2006, Selective was ranked as the
47th largest property and casualty group in the United States based on the 2005 NPW, by
A.M. Best in its list, Top Property/Casualty Writers. The Insurance Operations compete with
regional insurers, such as Cincinnati Financial, Ohio Casualty, and Harleysville, and national
insurance companies, such as Travelers, The Hartford, and Zurich. Selective also competes against
direct writers of insurance coverage, primarily in personal lines, such as GEICO and Progressive.
Many of these competitors have greater financial, technical, and operating resources than
Selective. 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, during 2006, SHRS 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 2005
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, 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.
17
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, 2006, Selective had approximately 2,100 employees, of which 1,900 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 March 1, 2007:
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Name, Age, Title |
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Occupation And Background |
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Gregory E. Murphy, 51
Chairman, President, and
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Chairman, President, and Chief Executive Officer of Selective,
present position since May 2000 |
Chief Executive Officer
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President, Chief Executive Officer, and Director of Selective, May 1999 to May 2000 |
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President, Chief Operating Officer, and Director of Selective, 1997 to May 1999 |
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Other senior executive, management, and operational positions at Selective, since 1980 |
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Director, Newton Memorial Hospital Foundation, Inc., since 1999 |
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Director, Insurance Information Institute |
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Director, American Insurance Association (AIA), 2002 to December 2006 |
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Trustee, the American Institute for CPCU (AICPCU) and the Insurance Institute of America (IIA), since
June 2001 |
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Graduate of Boston College (B.S.) |
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Harvard University (Advanced Management Program) |
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Certified Public Accountant (New Jersey) (Inactive) |
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Jamie Ochiltree III, 54
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Present position since February 2004 |
Senior Executive Vice
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Variety of executive positions, Selective, 1994 February 2004 |
President, Insurance
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Miami University (B.A.) |
Operations
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Wharton School (Advanced Management Program) |
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Richard F. Connell, 61
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Present position since January 2006 |
Senior Executive Vice
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Executive Vice President and Chief Information Officer, August 2000 January 2006 |
President and Chief
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Board member, ACORD, an insurance data standards organization |
Information Officer
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Central Connecticut State University (B.S.) |
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Kerry A. Guthrie, 49
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Present position since February 2005 |
Executive Vice President and
Chief Investment Officer
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Senior Vice President and Chief Investment Officer, Selective, August 2002 February 2005 |
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Variety of investment positions, Selective, 1996 2002 |
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Chartered Financial Analyst |
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Certified Public Accountant (New Jersey) (Inactive) |
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Member, New York Society of Security Analysts |
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Siena College (B.S. Accounting) |
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Fairleigh Dickinson University (M.B.A. Finance) |
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Dale A. Thatcher, 45
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Present position since February 2003 |
Executive Vice President,
Chief Financial Officer and
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Senior Vice President, Chief Financial Officer and Treasurer, Selective, April 2000 February 2003 |
Treasurer
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Certified Public Accountant (Ohio) (Inactive) |
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Chartered Property and Casualty Underwriter |
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Chartered Life Underwriter |
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Member of the American Institute of Certified Public Accountants |
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Member of the Ohio Society of Certified Public Accountants |
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University of Cincinnati (B.B.A. Accounting; M.B.A. Finance) |
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19
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Name, Age, Title |
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Occupation And Background |
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Ronald J. Zaleski, 52
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Present position since February 2003 |
Executive Vice President and
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Senior Vice President and Chief Actuary, Selective, February 2000 February 2003 |
Chief Actuary
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Vice President and Chief Actuary, Selective, September 1999 February 2000 |
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Fellow of Casualty Actuarial Society |
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Member of the American Academy of Actuaries |
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Loyola College (B.A.) |
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Victor Daley, 63
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Present position since September 2005 |
Executive Vice President,
Human Resources
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Executive Vice President, Chief Administrative, and Human Resources Officer for AmerUs Group, September 1995 October 2004 |
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Providence College (B.S.) |
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Roosevelt University (M.P.A.) |
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Harvard University (Advanced Management Program) |
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Sharon R. Cooper, 45
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Present position since February 2003. |
Senior Vice President and
Director of Communications
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Vice President and Director of Communications, Selective, December 2000 February 2003 |
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Director of Media Relations, Allstate Insurance, 1996 December 2000 |
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Member, Society of Chartered Property and Casualty Underwriters |
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University of Illinois (B.A.) |
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Michael H. Lanza, 45
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Present position since July 2004 |
Senior Vice President,
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Corporate advisor and legal consultant, April 2003 July 2004 |
General Counsel and Corporate Secretary
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Executive Vice President & Corporate Secretary, QuadraMed Corporation, a publicly-traded healthcare technology company, September 2000 March 2003 |
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Member, Society of Corporate Secretaries and Corporate Governance Professionals |
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University of Connecticut (B.A.) |
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University of Connecticut School of Law (J.D.) |
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Information regarding Selectives directors is included in the definitive Proxy Statement for the
2006 Annual Meeting of Stockholders to be held on April 24, 2007 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.
20
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 the
Parents 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.
The property and casualty insurance industry is cyclical.
Historically, the results of the property and casualty insurance industry have experienced
significant fluctuations due to high levels of competition, economic conditions, interest rates,
and other factors. We have experienced the following fluctuations in Commercial Lines premium
pricing, excluding exposure, over the past several years:
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During 2006, pure price on Commercial Lines decreased 1.7%; |
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During 2005, pure price on Commercial Lines remained flat compared to 2004; |
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From 2001 2004, pure price on Commercial Lines was increasing in a range from 4.3% to 12.6%; and |
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For several years prior to 2001, we experienced decreases in pure price in our Commercial Lines operations. |
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 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 global warming trends. |
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. 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 33% 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:
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The modeling software used to analyze the Insurance Subsidiaries risk proves inadequate; |
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A major catastrophic loss exceeds the reinsurance limit or the reinsurers financial capacity; or |
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The frequency of catastrophe losses result in the Insurance Subsidiaries exceeding their one reinstatement. |
21
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 to be in effect through December 31, 2007 through the
Terrorism Risk Insurance Extension Act of 2005 (collectively, these two acts will be referred to as
TRIA). 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 2006,
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, 50%, or ten of the twenty 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. TRIA limits the certified
losses to international terrorism defined as an act committed on behalf of any foreign person or
foreign interest in which the damage from the event is in excess of $100 million in 2007, and the
event was not committed in the course of a war declared by the United States. 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 2007, 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 90%, while the insurer contributes 10%. 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. In addition, it is uncertain whether TRIA will be
extended past its current termination date of December 2007 and, therefore, it may not be a
permanent solution. In January 2007, Selective began issuing policies whose effective dates will
extend beyond the current expiration date of TRIA. Selective continues to monitor concentrations
of risk and has secured additional per occurrence casualty coverage through its reinsurance program
effective January 1, 2007 to enhance the Companys protection against this highly unknown exposure.
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, the Company 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 Companys ultimate
liability for settlement of claims. Selective regularly reviews its reserving techniques and its
overall amount of reserves. The Company also reviews:
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Information regarding each claim for losses; |
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The Companys loss history and the industrys loss history; |
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Legislative enactments, judicial decisions and legal developments regarding damages; |
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Changes in political attitudes; and |
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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 heavily regulated in the states in which it operates.
Selective is subject to extensive supervision and regulation in the states in which its 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.
Although the federal government does not directly regulate the insurance industry, federal
initiatives, from time to time, 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
22
healthcare risk, rules affecting healthcare services can affect workers compensation, commercial
and personal automobile, liability, and other insurance that the Company 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 the Company.
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. 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 to the Company. 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.
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 Florida, 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 homeowners insurers that write homeowners insurance in any
geographic area of a state must write homeowners insurance in all geographic areas of that state.
We 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.
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.
23
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.
Because Selectives agents also generally represent several of Selectives competitors, Selectives
primary marketing strategy is to:
|
|
|
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 customer, 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.
Risk of Regulatory Changes Adversely Affecting Our Ability to Appropriately Reinsure or Include
Reinsurance Costs in Our Rates.
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.
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 our 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
our line of credit; or (iii) make it more expensive for us to access capital markets.
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. Agencies 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
24
of these agencies and brokers. As the Company 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.
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. 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.
Selective faces significant competition from other regional and national insurance companies,
agents, and self-insurance.
Selective competes with both regional and national property and casualty insurance companies,
including those that do not use independent agents and write directly with insureds. Many of these
competitors are larger than Selective and have greater financial, technical, and operating
resources. 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.
The property and casualty insurance industry is highly competitive on the basis of both price and
service. If Selectives competitors price their products more aggressively, the Companys ability
to grow or renew its business as well as its profitability may be adversely impacted. There are
many companies competing for the same insurance customers in the geographic areas in which
Selective operates. The Internet has also emerged as a significant source 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.
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.
A number of new, proposed, or potential legislative or industry developments could further increase
competition in the property and casualty insurance industry. These developments include:
|
|
|
The Gramm-Leach-Bliley Act, which could result in increased competition from
new entrants to the insurance market, including banks and other financial service
companies; |
|
|
|
|
Programs in which state-sponsored entities provide property insurance in
catastrophe-prone areas or other alternative market types of coverage; and |
|
|
|
|
Changing practices caused by the Internet, which has led to greater
competition in the insurance business and, in some cases, greater expectations for
customer service. |
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.
25
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.
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 Selectives 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 SHRS 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 requirement to maintain
a current ratio of at least 1:1.
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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|
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. |
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.
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.
26
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 our other investment portfolio, 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. Any significant decline
in the market value of its investments, excluding its held-to-maturity investments, would reduce
the Companys stockholders equity and 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.
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. 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 and future limitations in this funding could occur.
Effective October 1, 2006, the fee paid to us by the NFIP decreased 0.6 points to 30.2% of premiums
written. Future reductions in this rate could occur through legislative activity.
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 the Companys business combinations; |
|
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|
|
Staggered terms for the Companys directors; |
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|
Supermajority voting requirements to amend the foregoing provisions; |
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|
|
The Companys stockholders rights plan; and |
|
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|
|
The ability of the Companys 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 the Companys 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 the Companys 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
the Companys Common Stock.
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.
27
Selective faces risks in the HR Outsourcing business.
The operations of SHRS are affected by numerous federal and state laws and regulations relating to
employment matters, benefits plans, and taxes. In performing services for its clients, SHRS
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 is unable to predict what additional government
initiatives, if any, affecting SHRSs business may be promulgated in the future. Consequently, the
Company is also unable to predict whether SHRS will be able to adapt to new or modified regulatory
requirements or obtain necessary licenses and government approvals.
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 that 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. Some of these lawsuits attempt to establish liability
under insurance contracts issued by Selectives Insurance Subsidiaries. Plaintiffs in these
lawsuits are seeking money damages that, in some cases, are extra-contractual in nature or they are
seeking to have the court direct the activities of Selectives operations in certain ways.
Although the ultimate outcome of these matters is not presently determinable, Selective does not
believe that the total amounts that it will ultimately have to pay, if any, in all of these
lawsuits in the aggregate will have a material adverse effect on its financial condition, results
of operations, or liquidity.
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 2006.
28
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:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
High |
|
Low |
|
High |
|
Low |
|
First Quarter |
|
$ |
29.18 |
|
|
|
26.10 |
|
|
|
24.50 |
|
|
|
20.88 |
|
Second Quarter |
|
|
28.23 |
|
|
|
25.38 |
|
|
|
25.24 |
|
|
|
20.95 |
|
Third Quarter |
|
|
28.02 |
|
|
|
24.89 |
|
|
|
25.47 |
|
|
|
23.02 |
|
Fourth Quarter |
|
|
29.10 |
|
|
|
25.95 |
|
|
|
29.64 |
|
|
|
23.53 |
|
On
February 23, 2007, the closing price of Selective as reported on the NASDAQ Global Select
Market was $24.89. All share and per share amounts 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 Item 8. Financial Statements and Supplementary Data, Note 10 for
discussion regarding the stock split.
(b) Holders
As of February 13, 2006, there were approximately 2,744 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 |
|
2006 |
|
2005 |
|
First Quarter |
|
$ |
0.11 |
|
|
|
0.10 |
|
Second Quarter |
|
$ |
0.11 |
|
|
|
0.10 |
|
Third Quarter |
|
$ |
0.11 |
|
|
|
0.10 |
|
Fourth Quarter |
|
$ |
0.11 |
|
|
|
0.11 |
|
The Parents 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 2006 and 2005. At
December 31, 2006, the amount available for dividends to holders of Selectives common shares under
such restrictions was $384.2 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 act, which generally requires 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 and
has increased the quarterly stock dividend by 9% to $0.12 per share in the first quarter of 2007.
(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, 2006:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
1,250,036 |
|
|
|
$14.99 |
|
|
|
6,370,460 |
(1) |
|
|
|
(1) |
|
Includes 359,496 shares available for issuance under Selectives Employee Stock Purchase Savings Plan, 3,074,854
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
2,936,110 shares available for issuance under Selectives Stock Purchase Plan for Independent Insurance Agencies. |
29
(e) Performance Graph
The following chart, produced by Research Data Group, Inc., depicts Selectives performance for the
period beginning December 31, 2001 and ending December 31, 2006, 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.
|
|
|
* |
|
$100 invested on 12/31/07 in stock or index including reinvestment of dividends. 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 2006:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2006 |
|
|
21,128 |
|
|
$ |
27.90 |
|
|
|
20,876 |
|
|
|
5,513,866 |
|
November 1-30, 2006 |
|
|
253,886 |
|
|
|
27.35 |
|
|
|
239,702 |
|
|
|
5,274,164 |
|
December 1-31, 2006 |
|
|
59,998 |
|
|
|
27.46 |
|
|
|
51,400 |
|
|
|
5,222,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
335,012 |
|
|
|
27.41 |
|
|
|
311,978 |
|
|
|
|
|
|
|
|
1 |
|
Includes Selectives purchases from employees of 7,174
shares in connection with the vesting of restricted
stock. These shares were purchased at the closing market
price on the date of vesting. Selective also purchased
15,860 shares in connection with stock option
exercises. These shares were purchased at the current
market price of Selectives Common Stock at the time of
exercise. Shares purchased in connection with restricted
stock vestings and option exercises are not purchased as
part of the publicly announced program. |
|
2 |
|
On April 26, 2005, the Board of Directors authorized a
stock repurchase program of up to 10.0 million shares,
which is scheduled to expire
on April 26, 2007. |
30
Item 6. Selected Financial Data.
Eleven-Year Financial Highlights1
|
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(All presentations are in accordance with |
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|
|
|
GAAP unless noted otherwise, number of |
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|
|
|
weighted average shares and dollars in |
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|
|
|
thousands, except per share amounts) |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
Net premiums written |
|
$ |
1,535,961 |
|
|
|
1,459,474 |
|
|
|
1,365,148 |
|
|
|
1,219,159 |
|
|
|
1,053,487 |
|
Net premiums earned |
|
|
1,499,664 |
|
|
|
1,418,013 |
|
|
|
1,318,390 |
|
|
|
1,133,070 |
|
|
|
988,268 |
|
Net investment income earned |
|
|
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
|
|
114,748 |
|
|
|
103,067 |
|
Net realized gains (losses) |
|
|
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
12,842 |
|
|
|
3,294 |
|
Diversified Insurance Services revenue
from continuing operations2,3 |
|
|
110,526 |
|
|
|
98,711 |
|
|
|
86,484 |
|
|
|
70,780 |
|
|
|
59,399 |
|
Total revenues |
|
|
1,807,867 |
|
|
|
1,671,012 |
|
|
|
1,553,624 |
|
|
|
1,335,056 |
|
|
|
1,157,553 |
|
Underwriting profit (loss) |
|
|
57,978 |
|
|
|
69,728 |
|
|
|
40,768 |
|
|
|
(25,252 |
) |
|
|
(38,743 |
) |
Diversified Insurance Services income
(loss) from continuing operations2,3 |
|
|
17,808 |
|
|
|
14,793 |
|
|
|
11,921 |
|
|
|
6,194 |
|
|
|
3,103 |
|
Net income from continuing operations3 |
|
|
163,574 |
|
|
|
147,452 |
|
|
|
127,177 |
|
|
|
64,375 |
|
|
|
40,310 |
|
Total discontinued operations, net of tax3 |
|
|
|
|
|
|
546 |
|
|
|
1,462 |
|
|
|
1,969 |
|
|
|
1,659 |
|
Cumulative effect of change in account
principle, net of tax |
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
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|
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|
Net income |
|
|
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
66,344 |
|
|
|
41,969 |
|
Comprehensive income |
|
|
146,054 |
|
|
|
112,078 |
|
|
|
134,723 |
|
|
|
99,362 |
|
|
|
59,366 |
|
Total assets |
|
|
4,767,705 |
|
|
|
4,375,625 |
|
|
|
3,912,411 |
|
|
|
3,423,925 |
|
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|
3,016,335 |
|
Notes payable and debentures6 |
|
|
362,602 |
|
|
|
339,409 |
|
|
|
264,350 |
|
|
|
238,621 |
|
|
|
262,768 |
|
Stockholders equity |
|
|
1,077,227 |
|
|
|
981,124 |
|
|
|
882,018 |
|
|
|
749,784 |
|
|
|
652,102 |
|
Statutory premiums to surplus ratio4 |
|
|
1.5 |
|
|
|
1.6 |
|
|
|
1.7 |
|
|
|
1.8 |
|
|
|
1.9 |
|
Statutory combined ratio2,5 |
|
|
95.4 |
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|
|
94.6 |
|
|
|
95.9 |
|
|
|
101.5 |
|
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|
103.2 |
|
Combined ratio2,5 |
|
|
96.1 |
|
|
|
95.1 |
|
|
|
96.9 |
|
|
|
102.2 |
|
|
|
103.9 |
|
Yield on investment, before-tax |
|
|
4.6 |
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|
|
4.6 |
|
|
|
4.7 |
|
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|
5.1 |
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|
5.4 |
|
Debt to capitalization |
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|
25.2 |
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|
25.7 |
|
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|
23.1 |
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|
24.1 |
|
|
|
28.7 |
|
Return on average equity |
|
|
15.9 |
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|
|
15.9 |
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|
15.8 |
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|
9.5 |
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6.8 |
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Per share data: |
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Net income from continuing operations3,8: |
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Basic |
|
$ |
2.98 |
|
|
|
2.72 |
|
|
|
2.38 |
|
|
|
1.23 |
|
|
|
0.80 |
|
Diluted |
|
|
2.65 |
|
|
|
2.33 |
|
|
|
2.01 |
|
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|
1.07 |
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|
0.74 |
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Net income8: |
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Basic |
|
$ |
2.98 |
|
|
|
2.74 |
|
|
|
2.41 |
|
|
|
1.27 |
|
|
|
0.83 |
|
Diluted |
|
|
2.65 |
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|
|
2.35 |
|
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|
2.04 |
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|
1.10 |
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|
0.77 |
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|
Dividends to stockholders8 |
|
$ |
0.44 |
|
|
|
0.40 |
|
|
|
0.35 |
|
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|
0.31 |
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|
|
0.30 |
|
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|
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|
Stockholders equity8 |
|
$ |
18.81 |
|
|
|
17.34 |
|
|
|
15.79 |
|
|
|
13.74 |
|
|
|
12.26 |
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|
Price range of Common Stock8: |
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|
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|
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|
High |
|
$ |
29.18 |
|
|
|
29.64 |
|
|
|
22.98 |
|
|
|
16.50 |
|
|
|
15.74 |
|
Low |
|
|
24.89 |
|
|
|
20.88 |
|
|
|
15.86 |
|
|
|
10.91 |
|
|
|
9.68 |
|
Close |
|
|
28.65 |
|
|
|
26.55 |
|
|
|
22.12 |
|
|
|
16.18 |
|
|
|
12.59 |
|
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|
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|
|
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|
Number of weighted average shares8: |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
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|
Basic |
|
|
54,986 |
|
|
|
54,342 |
|
|
|
53,462 |
|
|
|
52,262 |
|
|
|
50,602 |
|
Diluted |
|
|
62,542 |
|
|
|
64,708 |
|
|
|
64,756 |
|
|
|
63,206 |
|
|
|
55,990 |
|
|
|
|
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. 1997 2005 have
been
restated to reflect the exclusion of results from discontinued operations. |
|
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. |
31
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|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
1996 |
|
|
|
|
925,420 |
|
|
|
843,604 |
|
|
|
811,677 |
|
|
|
748,873 |
|
|
|
717,618 |
|
|
|
692,239 |
|
|
|
|
883,048 |
|
|
|
821,265 |
|
|
|
799,065 |
|
|
|
722,992 |
|
|
|
676,268 |
|
|
|
694,947 |
|
|
|
|
96,767 |
|
|
|
99,495 |
|
|
|
96,531 |
|
|
|
99,196 |
|
|
|
100,530 |
|
|
|
96,952 |
|
|
|
|
6,816 |
|
|
|
4,191 |
|
|
|
29,377 |
|
|
|
(2,139 |
) |
|
|
6,021 |
|
|
|
2,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,783 |
|
|
|
43,463 |
|
|
|
22,554 |
|
|
|
8,562 |
|
|
|
7,060 |
|
|
|
7,061 |
|
|
|
|
1,041,177 |
|
|
|
972,153 |
|
|
|
950,669 |
|
|
|
831,791 |
|
|
|
793,007 |
|
|
|
804,780 |
|
|
|
|
(60,638 |
) |
|
|
(65,122 |
) |
|
|
(54,147 |
) |
|
|
(24,986 |
) |
|
|
(3,022 |
) |
|
|
(21,982 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,819 |
) |
|
|
2,112 |
|
|
|
4,257 |
|
|
|
1,765 |
|
|
|
646 |
|
|
|
1,950 |
|
|
|
|
24,112 |
|
|
|
24,487 |
|
|
|
53,483 |
|
|
|
53,277 |
|
|
|
69,531 |
|
|
|
55,551 |
|
|
|
|
1,581 |
|
|
|
2,048 |
|
|
|
234 |
|
|
|
293 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,693 |
|
|
|
26,535 |
|
|
|
53,717 |
|
|
|
53,570 |
|
|
|
69,608 |
|
|
|
55,551 |
|
|
|
|
24,405 |
|
|
|
49,166 |
|
|
|
16,088 |
|
|
|
78,842 |
|
|
|
105,931 |
|
|
|
51,539 |
|
|
|
|
2,673,721 |
|
|
|
2,590,903 |
|
|
|
2,507,545 |
|
|
|
2,432,168 |
|
|
|
2,306,191 |
|
|
|
2,189,737 |
|
|
|
|
156,433 |
|
|
|
163,634 |
|
|
|
81,585 |
|
|
|
88,791 |
|
|
|
96,559 |
|
|
|
103,769 |
|
|
|
|
591,160 |
|
|
|
577,797 |
|
|
|
569,964 |
|
|
|
607,583 |
|
|
|
565,316 |
|
|
|
474,299 |
|
|
|
|
1.8 |
|
|
|
1.7 |
|
|
|
1.6 |
|
|
|
1.5 |
|
|
|
1.5 |
|
|
|
1.7 |
|
|
|
|
106.7 |
|
|
|
108.2 |
|
|
|
105.7 |
|
|
|
103.2 |
|
|
|
100.1 |
|
|
|
102.9 |
|
|
|
|
106.9 |
|
|
|
107.9 |
|
|
|
106.8 |
|
|
|
103.6 |
|
|
|
100.3 |
|
|
|
102.9 |
|
|
|
|
5.4 |
|
|
|
5.8 |
|
|
|
5.6 |
|
|
|
5.7 |
|
|
|
6.0 |
|
|
|
6.1 |
|
|
|
|
21.0 |
|
|
|
22.1 |
|
|
|
12.5 |
|
|
|
13.2 |
|
|
|
14.6 |
|
|
|
18.0 |
|
|
|
|
4.4 |
|
|
|
4.6 |
|
|
|
9.1 |
|
|
|
9.1 |
|
|
|
13.4 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.50 |
|
|
|
0.50 |
|
|
|
0.99 |
|
|
|
0.94 |
|
|
|
1.21 |
|
|
|
0.96 |
|
|
|
|
0.46 |
|
|
|
0.47 |
|
|
|
0.93 |
|
|
|
0.87 |
|
|
|
1.14 |
|
|
|
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.53 |
|
|
|
0.54 |
|
|
|
0.99 |
|
|
|
0.94 |
|
|
|
1.21 |
|
|
|
0.96 |
|
|
|
|
0.49 |
|
|
|
0.51 |
|
|
|
0.94 |
|
|
|
0.87 |
|
|
|
1.14 |
|
|
|
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.30 |
|
|
|
0.30 |
|
|
|
0.30 |
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.58 |
|
|
|
11.46 |
|
|
|
10.73 |
|
|
|
10.65 |
|
|
|
9.66 |
|
|
|
8.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.11 |
|
|
|
12.94 |
|
|
|
11.25 |
|
|
|
14.63 |
|
|
|
14.19 |
|
|
|
9.69 |
|
|
|
|
9.97 |
|
|
|
7.32 |
|
|
|
8.25 |
|
|
|
8.35 |
|
|
|
9.16 |
|
|
|
7.75 |
|
|
|
|
10.87 |
|
|
|
12.13 |
|
|
|
8.60 |
|
|
|
10.07 |
|
|
|
13.50 |
|
|
|
9.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,166 |
|
|
|
49,814 |
|
|
|
54,162 |
|
|
|
56,960 |
|
|
|
57,818 |
|
|
|
57,720 |
|
|
|
|
52,848 |
|
|
|
53,144 |
|
|
|
57,754 |
|
|
|
60,824 |
|
|
|
61,850 |
|
|
|
60,720 |
|
|
|
|
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. |
|
7. |
|
In December 2004, Selective adopted Emerging Issues Taskforce Issue
No. 04-8, The Effect of Contingently Convertible Instruments on
Diluted
Earnings per Share, which resulted in the restatement of 2003 diluted
earnings per share to reflect the conversion feature of Selectives
September
2002 Senior Convertible Notes. For further discussion of these senior
convertible notes, see Item 8. Financial Statements and
Supplementary
Data, Note 9. |
|
8. |
|
All share and per share amounts 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 Item 8.
Financial Statements and Supplementary Data, Note 10 for discussion
regarding the
stock split. |
32
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 our
intentions, beliefs, projections, estimations or forecasts of future events or our future financial
performance and involve known and unknown risks, uncertainties and other factors that may cause our
or our 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, you can identify
forward-looking statements 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 we can give no assurance that such expectations will prove to
be correct. We undertake 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 our actual results to differ materially from those projected, forecasted
or estimated by us in forward-looking statements are discussed in further detail in Item 1A. Risk
Factors. These risk factors may not be exhaustive. We operate in a continually changing business
environment, and new risk factors emerge from time-to-time. We can neither predict such new risk
factors nor can we assess the impact, if any, of such new risk factors on our businesses or the
extent to which any factor or combination of factors may cause actual results to differ materially
from those expressed or implied in any forward-looking statements in this report. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed in this report
might not occur.
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 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, 2006, 2005, and 2004; |
|
|
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.
33
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, 2006, the Company had accrued $2.3 billion of gross loss and loss
expense reserves compared to $2.1 billion at December 31, 2005.
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 general insurance reserving practices, as well as the
experience and knowledge of the claims person. Until the claim is resolved, these estimates are
revised as deemed necessary 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 the Companys planning process wherein the expected loss ratios are reviewed and updated
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. The Company also considers 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.
Workers Compensation
With $763 million, or 37% of our total recorded reserves, net of reinsurance at December 31,
2006, 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 that is most susceptible to unexpected changes in the cost of
medical services because of the length of time over which medical services are provided and the
unpredictability of medical cost inflation. 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
34
accident years 2001 and prior. In 2006, while medical cost trends
were higher than historical amounts, they were lower than 2005 and were close to expected amounts
in our reserve analysis. As a result, in 2006, reserves for prior accident years were reduced by
the relatively moderate amount of $4 million. The higher than historical increase in medical costs
in 2005 and 2006 could be a relatively short-term anomaly, in which case our historical patterns
would be the best basis for future projections. If higher trends 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, 2006, our general liability line of business had recorded reserves, net of
reinsurance of $708 million, which represented 34% of our total net reserves. In recent years,
this line of business has experienced adverse development mainly due to coverage
for completed work under policies issued to contractors and higher than expected legal expenses.
Contractors general liability business in the late 1990s was our fastest growing class of
business, which brought with it more complex claims and created challenges in estimating the
related reserves. By 2003, we had gained a better understanding of the underwriting complexities
and were able to implement initiatives to improve the financial results for this line. Accordingly,
our adverse development in 2006 of $15 million for this line of business was driven by reserve
increases for accident years 2002 and prior, and was partially offset by favorable development in
accident years 2004 and 2005 as we compiled additional experience to improve our actuarial
projections of expected ultimate losses. At this time, management has not identified any recent
trends that would create additional significant reserve uncertainty for this line of business.
Commercial Automobile
At December 31, 2006, our commercial automobile line of business had recorded reserves, net of
reinsurance, of $313 million, which represented 15% 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 2005, which resulted
in favorable development in 2005 and 2006 of $48 million and $15 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 to some extent 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, 2006, our personal automobile line of business had recorded reserves, net of
reinsurance, of $183 million, which represented 9% of our total net reserves. The majority of this
business is written in the State of 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 Acts limitation on lawsuit threshold.
Consequently, we increased reserves for this line of business by $13 million in the second quarter
of 2005. This recent judicial decision, however, also has increased the amount of uncertainty
surrounding our personal automobile reserves, as 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, 2006, no other individual line of business had recorded reserves of more than $50
million, net of reinsurance. Management, at this time, has not identified any recent trends that
would create additional significant reserve uncertainty for these other lines of business.
The following tables provide case and IBNR reserves for losses, reserves for loss expenses,
and reinsurance recoverable on unpaid losses and loss expenses as of December 31, 2006 and 2005:
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on Unpaid |
|
|
|
|
|
|
Loss Reserves |
|
|
Loss |
|
|
Losses and |
|
|
|
|
As of December 31, 2006 |
|
Case |
|
|
IBNR |
|
|
|
|
|
|
Expense |
|
|
Loss |
|
|
|
|
($ 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on Unpaid |
|
|
|
|
|
|
Loss Reserves |
|
|
Loss |
|
|
Losses and |
|
|
|
|
As of December 31, 2005 |
|
Case |
|
|
IBNR |
|
|
|
|
|
|
Expense |
|
|
Loss |
|
|
|
|
($ in thousands) |
|
Reserves |
|
|
Reserves |
|
|
Total |
|
|
Reserves |
|
|
Expenses |
|
|
Net Reserves |
|
|
Commercial automobile |
|
$ |
92,390 |
|
|
|
169,220 |
|
|
|
261,610 |
|
|
$ |
33,112 |
|
|
|
5,969 |
|
|
|
288,753 |
|
Workers compensation |
|
|
337,235 |
|
|
|
315,375 |
|
|
|
652,610 |
|
|
|
84,891 |
|
|
|
68,354 |
|
|
|
669,147 |
|
General liability |
|
|
142,899 |
|
|
|
373,094 |
|
|
|
515,993 |
|
|
|
110,941 |
|
|
|
26,366 |
|
|
|
600,568 |
|
Commercial property |
|
|
17,488 |
|
|
|
1,161 |
|
|
|
18,649 |
|
|
|
1,246 |
|
|
|
579 |
|
|
|
19,316 |
|
Business owners policy |
|
|
20,569 |
|
|
|
23,467 |
|
|
|
44,036 |
|
|
|
6,759 |
|
|
|
5,175 |
|
|
|
45,620 |
|
Bonds |
|
|
1,527 |
|
|
|
4,635 |
|
|
|
6,162 |
|
|
|
1,777 |
|
|
|
382 |
|
|
|
7,557 |
|
Other |
|
|
306 |
|
|
|
1,704 |
|
|
|
2,010 |
|
|
|
2 |
|
|
|
211 |
|
|
|
1,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial |
|
|
612,414 |
|
|
|
888,656 |
|
|
|
1,501,070 |
|
|
|
238,728 |
|
|
|
107,036 |
|
|
|
1,632,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile |
|
|
130,714 |
|
|
|
98,541 |
|
|
|
229,255 |
|
|
|
40,230 |
|
|
|
66,989 |
|
|
|
202,496 |
|
Homeowners |
|
|
13,148 |
|
|
|
10,104 |
|
|
|
23,252 |
|
|
|
2,520 |
|
|
|
3,275 |
|
|
|
22,497 |
|
Other |
|
|
35,010 |
|
|
|
11,159 |
|
|
|
46,169 |
|
|
|
2,825 |
|
|
|
40,948 |
|
|
|
8,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal lines |
|
|
178,872 |
|
|
|
119,804 |
|
|
|
298,676 |
|
|
|
45,575 |
|
|
|
111,212 |
|
|
|
233,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
791,286 |
|
|
|
1,008,460 |
|
|
|
1,799,746 |
|
|
$ |
284,303 |
|
|
|
218,248 |
|
|
|
1,865,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of reasonable reserves
The Company established a range of reasonably possible reserves for net claims of approximately
$1,977 million to $2,174 million at December 31, 2006 and of $1,764 million to $1,950 million at
December 31, 2005. 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 the most likely scenarios, it is possible that the final outcomes may fall above or below
these amounts. This range does not include a provision for potential increases or decreases
associated with environmental reserves, as management believes it is not meaningful to calculate a
range
given the uncertainties associated with environmental claims. Managements best estimate is
consistent with the actuarial best estimate. The Company does 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.
36
Sensitivity
Analysis: Potential impact on reserve volatility due to changes in key
assumptions
Our
process to establish reserves includes a variety of key assumptions. These assumptions
include, but are 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. |
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 our judgment, it is possible that actual medical loss development factors
could range from 6% below those actually selected in our latest reserve analysis to 10% above those
selected in our latest reserve analysis. If the medical loss development assumptions were reduced
by 6%, that would decrease our indicated workers compensation reserves by approximately $50 million
for accident years 2005 and prior. Alternatively, if the medical loss development factors were
increased by 10%, that would increase our indicated workers compensation reserves by approximately
$80 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 $70 million for
accident years 2005 and prior.
Commercial Automobile
In addition to the normal amount of volatility, the commercial automobile line of business of the
Company 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 a company 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 +/- 5%, it is our judgment that the possible impact to overall reserves could range from
approximately $50 million reduction to approximately $30 million increase for accident years 2005
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 3% 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
37
approximately $40 million for accident years 2005 and prior. Alternatively,
if the loss development factors were increased by 3%, that would increase our indicated personal
automobile reserves by approximately $20 million.
Current Accident Year
For the 2006 accident year, the expected ultimate loss ratio by line of business is a key
assumption. This assumption is based upon a large number of inputs that are assessed periodically,
such as historical loss ratios, projected future loss trend, and planned pricing amounts. In our
judgment, it is possible that the actual ultimate loss ratio for the 2006 accident year could be
+/-7% from the one selected in our latest reserve analysis for each of our four major long tailed
lines of business. The table below summarizes the possible impact on our reserves of varying our
expected loss ratio assumption by +/-7% by line of business for the 2006 accident year.
Reserve Impact of Changing Current Year Expected Ultimate Loss Ratio Assumption
|
|
|
|
|
|
|
|
|
|
|
If Assumption |
|
If Assumption |
|
|
Was Reduced |
|
Was Raised |
($ in millions) |
|
by 7% |
|
by 7% |
|
Workers Compensation |
|
|
(21 |
) |
|
|
21 |
|
General Liability |
|
|
(29 |
) |
|
|
29 |
|
Commercial Automobile Liability |
|
|
(17 |
) |
|
|
17 |
|
Personal Automobile Liability |
|
|
(7 |
) |
|
|
7 |
|
Prior year reserve development in 2006
In light of the many uncertainties associated with establishing the estimates and making the
assumptions necessary to establish reserve levels, the Company reviews its reserve estimates on a
regular basis as described above and makes adjustments in the period that the need for such
adjustment is determined. These reviews could result in the Company identifying information and
trends that would require the Company 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 the Companys results of operations, equity,
business, insurer financial strength, and debt ratings. The Company experienced positive prior
year development in its loss and loss expense reserves totaling $7.3 million in 2006, adverse prior
year development of $5.1 million in 2005 and adverse prior year development of $4.9 million in
2004. For further discussion on the adverse 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 $46.5 million as of December 31, 2006 and $41.8 million as of December 31, 2005. Selectives
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. Selectives 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, Selective 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.
Increased frequency has been triggered, in part, by the states robust real estate market, which
has led to an increase in home tank inspections.
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.
38
The table below summarizes the number of asbestos and non-asbestos claims outstanding at December
31, 2006, 2005, and 2004. For additional information about our environmental reserves, see Item 1.
Business, Item 8. Financial Statements and Supplementary Data, Note 8 to the consolidated
financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental Claims Activity (in |
|
|
|
|
|
|
|
|
|
thousands except claim counts and average |
|
|
|
|
|
|
|
|
|
gross loss settlements on closed claims) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Asbestos Related Claims (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Claims at beginning of year |
|
|
2,089 |
|
|
|
3,025 |
|
|
|
2,772 |
|
Claims received during year |
|
|
358 |
|
|
|
276 |
|
|
|
442 |
|
Claims closed during year (2) |
|
|
(174 |
) |
|
|
(1,212 |
) |
|
|
(189 |
) |
|
|
|
|
|
|
|
|
|
|
Claims at end of year |
|
|
2,273 |
|
|
|
2,089 |
|
|
|
3,025 |
|
|
|
|
|
|
|
|
|
|
|
Average gross loss settlement on closed claims |
|
$ |
910 |
|
|
|
530 |
|
|
|
180 |
|
Gross amount paid to administer closed claims |
|
$ |
67 |
|
|
|
230 |
|
|
|
137 |
|
Net survival ratio (3) |
|
|
20 |
|
|
|
16 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Asbestos Related Claims (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Claims at beginning of year |
|
|
293 |
|
|
|
285 |
|
|
|
286 |
|
Claims received during year |
|
|
111 |
|
|
|
154 |
|
|
|
126 |
|
Claims closed during year (2) |
|
|
(102 |
) |
|
|
(146 |
) |
|
|
(127 |
) |
|
|
|
|
|
|
|
|
|
|
Claims at end of year |
|
|
302 |
|
|
|
293 |
|
|
|
285 |
|
|
|
|
|
|
|
|
|
|
|
Average gross loss settlement on closed claims |
|
$ |
600 |
|
|
|
65,200 |
|
|
|
13,600 |
|
Gross amount paid to administer closed claims |
|
$ |
26 |
|
|
|
1,718 |
|
|
|
553 |
|
Net survival ratio (3) |
|
|
9 |
|
|
|
7 |
|
|
|
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 by the Company, and any adjustments are made in the
accounting period in which the adjustment arose. The Company had deferred policy acquisition costs
of $218.1 million at December 31, 2006 compared to $204.8 million at December 31, 2005.
Pension and Postretirement Benefit Plan Actuarial Assumptions
The Companys 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 lower discount rate increases the present value of benefit obligations and
increases pension expense. We reduced our discount rate to 5.50% for 2006, from 5.75% for 2005 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 2006 and
2005. Changes in the related pension and postretirement benefit expense may occur in the future
due to changes in these assumptions.
For additional information regarding the Companys pension and postretirement benefit plan
obligations, see Item 8. Financial Statements and Supplementary Data, Note 16(d) to the
consolidated financial statements.
39
Other-Than-Temporary Investment Impairments
An investment in a fixed maturity or equity security, which is available for sale or 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. In November 2005, the Financial Accounting Standards
Board (FASB) issued two FASB Staff Positions (FSP), FAS115-1 and FAS124-1 titled The Meaning
of Other-Than-Temporary Impairments and its Application to Certain Investments. These FSPs
support existing requirements related to impairments with relatively few modifications.
Our evaluation 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 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 equity securities and alternative
investments, 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. |
There were no impairment charges during 2006. We recorded an impairment charge of $1.2 million in
2005 for one investment that we concluded was impaired for an other-than-temporary decline in
value. There were no impairment charges recorded in 2004.
40
Financial Highlights of Results for years ended December 31, 2006, 2005, and 2004
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2005 |
|
($ in thousands, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
vs 2005 |
|
|
2004 |
|
|
vs 2004 |
|
|
Revenues |
|
$ |
1,807,867 |
|
|
|
1,671,012 |
|
|
|
8 |
% |
|
|
1,553,624 |
|
|
|
8 |
% |
Net income before cumulative effect
of change in accounting principle |
|
|
163,574 |
|
|
|
147,998 |
|
|
|
11 |
|
|
|
128,639 |
|
|
|
15 |
|
Net income |
|
|
163,574 |
|
|
|
148,493 |
|
|
|
10 |
|
|
|
128,639 |
|
|
|
15 |
|
Diluted net income before cumulative effect
of change in accounting principle per share |
|
|
2.65 |
|
|
|
2.34 |
|
|
|
13 |
|
|
|
2.04 |
|
|
|
15 |
|
Diluted net income per share |
|
|
2.65 |
|
|
|
2.35 |
|
|
|
13 |
|
|
|
2.04 |
|
|
|
15 |
|
Diluted weighted-average outstanding shares |
|
|
62,542 |
|
|
|
64,708 |
|
|
|
(3 |
) |
|
|
64,756 |
|
|
|
|
|
GAAP combined ratio |
|
|
96.1 |
% |
|
|
95.1 |
|
|
1.0 |
pts |
|
|
96.9 |
|
|
(1.8 |
)pts |
Statutory combined ratio |
|
|
95.4 |
% |
|
|
94.6 |
|
|
|
0.8 |
|
|
|
95.9 |
|
|
|
(1.3 |
) |
Return on average equity |
|
|
15.9 |
% |
|
|
15.9 |
|
|
|
|
|
|
|
15.8 |
|
|
|
0.1 |
|
|
|
|
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 increased in 2006 compared to 2005 and 2004, primarily due to net
premiums earned (NPE) growth of 6% in 2006 compared to 2005 and growth of 8% in 2005 as
compared to 2004. Increases in NPE are attributed to the following: |
|
o |
|
Direct voluntary new business written of $304.3 million in 2006
compared to $289.2 million in 2005 and $264.9 million in 2004; |
|
|
o |
|
Commercial Lines renewal premium price increases, including exposure
averaged 2.2% in 2006, 3.5% in 2005, and 8.8% in 2004. On a pure price basis,
renewal pricing decreased 1.7% in 2006, decreased 0.4% in 2005, and
increased 4.3% in 2004. |
The above items were partially offset by increased competition in the New Jersey personal
automobile market. As of December 31, 2006, the number of cars we insured in New Jersey
decreased 12% to 77,160 from 87,593 as of December 31, 2005. Net premiums earned for our
New Jersey personal automobile business were $101.3 million for 2006 as compared to $118.1
million for 2005 and $136.7 million for 2004.
|
|
|
Additional items contributing to the revenue increases were the following: |
|
o |
|
Net investment income earned increased $20.9 million or 15% in 2006 compared to
2005 and increased $15.4 million or 13% in 2005 compared to 2004. These increases
are primarily attributable to higher interest rates coupled with a higher invested
asset base, and strong returns from our other investment portfolio, including
limited partnerships. The increase in the invested asset base resulted from
strong net investable cash flows of $326.9 million in 2006 and $460.4 million in
2005, which included net proceeds from our $100.0 million debt offerings in both
the third quarter of 2006 and the fourth quarter of 2005 of $96.8 million and
$98.1 million, respectively. These increases were partially offset by treasury
stock
purchases of approximately 4.1 million shares at a total cost of $110.1 million
during 2006 and 0.7 million shares at a total cost of $16.3 million during 2005; |
|
|
o |
|
Net realized gains before tax increased $21.0 million to $35.5
million in 2006 compared to 2005 and decreased $10.1 million to $14.5 million in
2005 compared to 2004; and |
|
|
o |
|
Diversified Insurance Services revenue increased $11.8 million, or
12%, in 2006 compared to 2005 and increased $12.2 million, or 14%, in 2005
compared to 2004. |
|
|
|
Net income increased 10% in 2006 compared to 2005 and 15% in 2005 compared to 2004
primarily due to: |
|
o |
|
Commercial Lines underwriting and pricing improvements over the last
few years and strong new business growth offset by increases in after-tax
catastrophe losses in 2006 of $10.4 million to $13.5 million compared to
catastrophe losses of $3.0 million in 2005 and $12.0 million in 2004; |
|
o |
|
After-tax investment income, which increased $16.6 million, or 16%,
in 2006 as compared to 2005 and increased $14.2 million, or 16%, in 2005 compared
to 2004 resulting from the higher invested asset base, higher interest rates, and
strong other investment returns; and |
|
o |
|
After-tax net realized gains, which increased $13.7 million for 2006
as compared to 2005 resulting from the sale of certain long-term equity
investments. |
41
Results of Operations and Related Information by Segment
Insurance Operations
Our Insurance Operations segment writes property and casualty insurance business through seven
insurance subsidiaries (the Insurance Subsidiaries). Our Insurance Operations segment sells
property and casualty insurance products and services primarily in 20 states in the Eastern and
Midwestern United States through approximately 770 independent insurance agencies. Selective has
at least one Insurance Subsidiary licensed to do business in each of the 50 states. Our Insurance
Operations segment consists of two components: (i) commercial lines (Commercial Lines), which
markets primarily to businesses, and represents approximately 86% of net premiums written (NPW),
and (ii) personal lines (Personal Lines), which markets primarily to individuals and represents
approximately 14% of NPW. The underwriting performance of these lines are generally measured by
four different statutory ratios: (i) loss and loss expense ratio; (ii) underwriting expense ratio;
(iii) dividend ratio; and (iv) combined ratio. For further details regarding these ratios see the
discussion in the Insurance Operations Results section of Item 1. Business of this Form 10-K.
Summary of Insurance Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Lines |
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
|
($ in thousands) |
|
2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
2004 |
|
|
vs. 2004 |
|
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
1,535,961 |
|
|
|
1,459,474 |
|
|
|
5 |
% |
|
|
1,365,148 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
1,499,664 |
|
|
|
1,418,013 |
|
|
|
6 |
|
|
|
1,318,390 |
|
|
|
8 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
959,983 |
|
|
|
905,730 |
|
|
|
6 |
|
|
|
866,374 |
|
|
|
5 |
|
Net underwriting expenses
incurred |
|
|
475,776 |
|
|
|
436,867 |
|
|
|
9 |
|
|
|
406,973 |
|
|
|
7 |
|
Dividends to policyholders |
|
|
5,927 |
|
|
|
5,688 |
|
|
|
4 |
|
|
|
4,275 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
$ |
57,978 |
|
|
|
69,728 |
|
|
|
(17 |
)% |
|
|
40,768 |
|
|
|
71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
64.0 |
% |
|
|
63.9 |
|
|
0.1 |
pts |
|
|
65.7 |
|
|
(1.8 |
)pts |
Underwriting expense ratio |
|
|
31.7 |
|
|
|
30.8 |
|
|
|
0.9 |
|
|
|
30.9 |
|
|
|
(0.1 |
) |
Dividends to policyholders ratio |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
0.3 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
96.1 |
|
|
|
95.1 |
|
|
|
1.0 |
|
|
|
96.9 |
|
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
63.7 |
|
|
|
63.5 |
|
|
|
0.2 |
|
|
|
65.3 |
|
|
|
(1.8 |
) |
Underwriting expense ratio |
|
|
31.3 |
|
|
|
30.7 |
|
|
|
0.6 |
|
|
|
30.3 |
|
|
|
0.4 |
|
Dividends to policyholders ratio |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
0.3 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio1 |
|
|
95.4 |
% |
|
|
94.6 |
|
|
0.8 |
pts |
|
|
95.9 |
|
|
(1.3 |
)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 96.1% for 2006, 95.3% for 2005, and 96.5% for 2004. |
|
o |
|
Direct voluntary new business written of $304.3 million in 2006
compared to $289.2 million in 2005 and $264.9 million in 2004; and |
|
|
o |
|
Commercial Lines renewal premium price increases, including exposure
averaged 2.2% in 2006, 3.5% in 2005, and 8.8% in 2004. On a pure price basis,
renewal pricing decreased 1.7% in 2006, decreased 0.4% in 2005, and
increased 4.3% in 2004. |
These increases were partially offset by increased competition in the New Jersey personal
automobile market. As of December 31, 2006, the number of cars we insured in New Jersey
decreased 12% to 77,160 from 87,593 in 2005 and 97,685 in 2004. Net premiums written for
our New Jersey personal automobile business were $92.7 million for 2006 as compared to
$107.3 million for 2005 and $133.9 million for 2004.
|
|
|
Underwriting income decreased in 2006 as compared to 2005 due to: |
|
o |
|
Catastrophe losses increased to $20.7 million in 2006 as compared to
$4.7 million in 2005 and $18.5 million in 2004; and |
|
|
o |
|
Increased underwriting expenses resulting from: (i) increased commissions
related to the termination of the New Jersey Homeowners Quota Share Treaty
(Quota Share Treaty) of 9.7 million in 2006 as compared to 2005; and (ii) an
increase in profit-based compensation for employees of $3.3 million in 2006 as
compared to 2005. |
Partially offsetting these increases was favorable prior year development
in our loss and loss expense reserves of $7.3 million, resulting from normal reserve development inherent in the uncertainty in establishing reserves for losses
and loss expenses, anticipated loss trends, growth in exposures, as well
42
as increased
reinsurance retentions. 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.
|
|
|
Underwriting income increased in 2005 as compared to 2004 due to: |
|
o |
|
Decreased catastrophe losses of $4.7 million in 2005 compared to
$18.5 million in 2004; and |
|
|
o |
|
Underwriting improvements mainly in our Commercial Lines business. |
These improvements were partially offset by unprofitable results in our workers
compensation line of business and reserve increases related to the New Jersey Supreme Court
judicial ruling described below.
|
|
|
The GAAP underwriting expense ratio increased by 0.9 points in 2006 as compared to 2005
and decreased 0.1 points in 2005 as compared to 2004, driven by the items discussed above. |
Insurance Operations Outlook
Historically, the results of the property and casualty insurance industry have experienced
significant fluctuations from high levels of competition, economic conditions, interest rates, loss
cost trends, and other factors. We expect the industry will continue to see increased pricing
pressure in the primary insurance market in 2007, which will exert
pressure on the future profitability of the Company's commercial
lines business. The average forecast, according to the A.M.
Best Review/Preview dated January 2007, calls for net premiums written to be relatively flat for
2007. This represents a slowdown from the projected estimate of 2.6% for 2006. The 2007 NPW
forecast is ranked the second slowest rate of growth for property and
casualty insurers since 1998. Loss trends, which are characterized by changes in severity and frequency, may also
impact the future profitability of our business. As an example, 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.
These company initiatives would include Knowledge Management,
Predictive Modeling and Safety Management and are discussed below.
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 loss costs up, leading to
higher industry-wide statutory combined ratios. We believe that this is the point in the market
cycle when it is critical to have a clearly defined plan to improve risk selection and mitigate
frequency and severity. Some of the tools we use to lower frequency and severity are safety
management, managed care, knowledge management, predictive modeling, 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 7.1 points,
on average, over the past 10 years.
As competition continues to intensify, managing growth and profitability will be a major focus for
us in 2007. Driving profitable organic growth has always been Selectives strategy, and this will
continue into 2007. Our growth drivers are:
|
|
|
Expanding our appetite for existing products and creating new products to target
pockets of opportunity as identified through market planning; |
|
|
|
|
Expanding the pipeline for our One-and-Done® system to include other successful
programs such as auto services, manufacturing, and golf courses; |
|
|
|
|
Continuing new producer and sales training programs for agents; |
|
|
|
|
Adding 100 new agents throughout our footprint based on market planning analytics; |
|
|
|
|
Enhancing and expanding use of our superior technology, such as xSELerate®; |
|
|
|
|
Growing Personal Lines with the continued rollout of our MATRIX pricing model for auto;
and |
|
|
|
|
State expansion into Massachusetts for Commercial Lines. |
Other strategic initiatives we are implementing to increase the effectiveness of our field strategy
and improve risk selection include:
|
|
|
Knowledge Management. We are accumulating and organizing existing underwriting data to
enhance underwriting and pricing decisions, and have begun to implement predictive
modeling to further support the underwriting process.
|
43
|
|
|
Workers Compensation. This strategy includes six key underwriting initiatives that focus on
predictive modeling, premium leakage, premium audit procedures, and other operational
improvements. In addition, multiple claims initiatives include medical bill review
services, medical and pharmacy networks, case management, and first notice of loss
services. |
The demand for reinsurance coverage by the property and casualty insurance industry has continued
to grow. Recent catastrophes, such as the huge losses incurred from Hurricane Katrina in 2005,
have created capacity issues in the market. Catastrophe models in current use by the industry,
such as RMS v.6.0, have projected significant increases in expected losses as a result of changing
weather patterns, including increased hurricane activity in the Atlantic basin, and have resulted
in increased demand for additional reinsurance coverage. Additionally, construction costs, both
labor and raw materials, have increased in recent years in both the commercial and residential
markets. These factors will continue to have a direct impact on the pricing and availability of
reinsurance coverage. Each year, as we analyze our reinsurance program, we consider treaty
attachment points, co-participation, alternative risk transfer mechanisms, and other changes in
program structures that provide most effective protection in light of current market conditions.
Terrorism continues to remain an overall industry concern. 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, 2007 via the Terrorism Risk Insurance
Extension Act of 2005. For further information regarding this legislation, see Item 1A. Risk
Factors of this Form 10-K.
Competition in the New Jersey personal automobile market has been influenced by the recent
introduction of new companies writing business in the state. Our new Personal Lines strategy
allows us to better evaluate and price risks, which will help us to profitably compete for new
business in an agents office. We are in the process of moving our existing renewal inventory into our new pricing and tiering structure in New Jersey, causing a one-time dislocation in this book of business.
Annual increases or decreases are capped at 20% by NJDOBI. We continue to focus on increasing new business production through this advanced pricing methodology, as it will take several quarters for the improved renewal book profitability to materialize. We expect to see positive results
more quickly outside of New Jersey, where the issues affecting the renewal inventory are less significant.
Technology also continues to play a critical role in our success. Our leading edge agency
integration technology, xSELerate®, is creating new business opportunities by facilitating the
automated movement of key underwriting data from an agents management system to our systems. In
December 2006, we were awarded the A.M. Best eFusion award for xSELerate®, for innovative,
business-focused agency integration technology. This technology allows for seamless quoting and
rating capabilities, which is an example of why we are ranked so highly by our agents for ease of
doing business.
On April 19, 2006, A.M. Best reaffirmed the A+ (Superior) financial strength rating for our
Insurance Subsidiaries for the 45th consecutive year. In support of the rating, A.M. Best cited
our solid capitalization, historically favorable operating performance and strong regional
presence within the small commercial lines business segment. Only 9% of personal and commercial
lines carriers attain an A+ rating or better, which provides us with a competitive advantage that
reinforces our agents decision to make us their carrier of choice. On July 25, 2006, Standard
and Poors Insurance Rating Services (S&P) raised our financial strength rating to A+ from A,
citing our strong operating performance, strong operating company capitalization, and good
financial flexibility. During the third quarter of 2006, Moodys Investor Services elevated their
outlook regarding Selective to positive.
We recently formed a new Insurance Subsidiary, Selective Auto Insurance Company of New Jersey
(SAICNJ), which is domiciled in the State of New Jersey. SAICNJ writes Selectives New Jersey
personal automobile policies, effective July 1, 2006 for new business and August 15, 2006 for
renewal business. SAICNJ, a member of the Pooling Agreement, received a financial strength rating
of A+ from A.M. Best on August 14, 2006.
44
Review of Underwriting Results by Line of Business
Commercial Lines
Commercial Lines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2005 |
|
($ in thousands) |
|
2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
2004 |
|
|
vs. 2004 |
|
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
1,318,873 |
|
|
|
1,258,632 |
|
|
|
5 |
% |
|
|
1,141,702 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
1,285,876 |
|
|
|
1,208,666 |
|
|
|
6 |
|
|
|
1,092,491 |
|
|
|
11 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
811,326 |
|
|
|
748,548 |
|
|
|
8 |
|
|
|
699,277 |
|
|
|
7 |
|
Net underwriting expenses incurred |
|
|
405,141 |
|
|
|
378,759 |
|
|
|
7 |
|
|
|
346,103 |
|
|
|
9 |
|
Dividends to policyholders |
|
|
5,927 |
|
|
|
5,688 |
|
|
|
4 |
|
|
|
4,275 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
$ |
63,482 |
|
|
|
75,671 |
|
|
|
(16 |
) |
|
|
42,836 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
63.1 |
% |
|
|
61.9 |
|
|
|
1.2 |
|
|
|
64.0 |
|
|
|
(2.1 |
) |
Underwriting expense ratio |
|
|
31.5 |
% |
|
|
31.3 |
|
|
|
0.2 |
|
|
|
31.7 |
|
|
|
(0.4 |
) |
Dividends to policyholders ratio |
|
|
0.5 |
% |
|
|
0.5 |
|
|
|
|
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
95.1 |
% |
|
|
93.7 |
|
|
|
1.4 |
|
|
|
96.1 |
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
62.9 |
% |
|
|
61.8 |
|
|
1.1 |
pts |
|
|
63.7 |
|
|
(1.9 |
)pts |
Underwriting expense ratio |
|
|
31.6 |
% |
|
|
31.3 |
|
|
|
0.3 |
|
|
|
31.3 |
|
|
|
|
|
Dividends to policyholders ratio |
|
|
0.5 |
% |
|
|
0.5 |
|
|
|
|
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
95.0 |
% |
|
|
93.6 |
|
|
|
1.4 |
|
|
|
95.4 |
|
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increases in NPW and NPE were the result of: |
|
o |
|
Direct voluntary new business written of $271.3 million for 2006, an 8%
increase compared to $251.5 million in direct voluntary new business written in
2005, and $232.1 million in direct voluntary new business written in 2004; |
|
|
o |
|
Year-on-year renewal retention remained level in 2006, 2005, and 2004;
and |
|
|
o |
|
Renewal premium price increases, including exposure averaged 2.2%
for 2006, 3.5% for 2005, and 8.8% in 2004. On a pure price basis,
renewal pricing decreased 1.7% in 2006, decreased 0.4% in 2005, and
increased 4.3% in 2004. |
|
|
|
The increase in the loss and loss expense ratio for 2006 is primarily the result of
catastrophe losses of $15.6 million or 1.2 points, which was an increase of $11.8 million,
or 0.9 points, compared to catastrophe losses of $3.8 million, or 0.3 points, in 2005. In
2005, catastrophe losses had decreased $12.2 million, or 1.2 points, compared to 2004. |
|
|
|
|
The increase in the GAAP combined ratio is primarily attributable to the increase in
loss and loss expense ratio discussed above for 2006 compared to 2005 and for 2005 compared
to 2004. |
Commercial Automobile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
319,710 |
|
|
|
325,048 |
|
|
|
(2) |
% |
|
|
315,214 |
|
|
|
3 |
% |
Statutory NPE |
|
|
319,921 |
|
|
|
320,080 |
|
|
|
|
|
|
|
303,645 |
|
|
|
5 |
|
Statutory combined ratio |
|
|
88.1 |
% |
|
|
74.4 |
|
|
13.7 |
pts |
|
|
85.8 |
|
|
(11.4 |
)pts |
% of total statutory commercial NPW |
|
|
24 |
% |
|
|
26 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
Continued strong performance in this line is the result of underwriting and pricing
improvements over the last several years. As we continue to write accounts, we have implemented
granular rate decreases to grow this profitable line of business. The policy count on this line of
business increased 6% in 2006 compared to 2005, and 5% in 2005 compared to 2004. The policy count
benefited from a 4% increase in new policies in 2006 as compared to 2005 as well as a 4% increase
in 2005 as compared to 2004. Pure price on our commercial automobile policies decreased 4.1% in
2006. The results for this line of business were also positively impacted by favorable prior year
statutory loss and loss expense reserve development of approximately $15 million in 2006 compared
to $48 million in 2005 and $20 million in 2004. This development was primarily driven by lower
than expected severity in accident years 2002 and 2005.
45
General Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
413,381 |
|
|
|
382,172 |
|
|
|
8 |
% |
|
|
329,918 |
|
|
|
16 |
% |
Statutory NPE |
|
|
402,745 |
|
|
|
363,713 |
|
|
|
11 |
|
|
|
309,534 |
|
|
|
18 |
|
Statutory combined ratio |
|
|
96.5 |
% |
|
|
97.5 |
|
|
(1.0 |
)pts |
|
|
98.7 |
|
|
(1.2 |
)pts |
% of total statutory commercial NPW |
|
|
31 |
% |
|
|
30 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
Net premiums written for this line of business increased in 2006 compared to 2005 and 2004 due
to the following: (i) increases in policy counts of 8% and direct new policy premium of 1% in
2006; (ii) renewal price increases, including exposure, of 1.5% in 2006; and (iii) stable retention
of approximately 76% over the past two years.
The profitability in this line of business reflects our long-term improvement strategy of: (i)
focusing our contractor growth on business segments with lower completed operations exposures; and
(ii) improving contractor/subcontractor underwriting guidelines to minimize losses. Offsetting
these improvements were pure renewal price decreases of 3.3% in 2006 and adverse prior year
statutory loss and loss expense reserve development in this line of business of approximately $15
million in 2006 compared to $14 million in 2005 and $19 million in 2004. The adverse development
in all years was largely driven by our contractor completed operations business and increases in
reserves for legal expenses.
Workers Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
325,008 |
|
|
|
309,584 |
|
|
|
5 |
% |
|
|
272,739 |
|
|
|
14 |
% |
Statutory NPE |
|
|
314,221 |
|
|
|
293,311 |
|
|
|
7 |
|
|
|
263,508 |
|
|
|
11 |
|
Statutory combined ratio |
|
|
108.4 |
% |
|
|
124.1 |
|
|
(15.7 |
)pts |
|
|
108.2 |
|
|
15.9 |
pts |
% of total statutory commercial NPW |
|
|
25 |
% |
|
|
25 |
|
|
|
|
|
|
|
24 |
|
|
|
|
|
Statutory net premiums written for our workers compensation line of business increased by 5%
in 2006 compared to 2005 and by 14% in 2005 compared to 2004 due to: (i) increases in policy
counts of 5% in 2006; (ii) increases in direct new voluntary policy premium of 30% in 2006; and
(iii) renewal price increases, including exposure, of 8% in 2006. Retention on this line of
business decreased in 2006 to 80% from 82% in 2005, which was higher than 2004 retention of 80%.
We continue to execute on our multi-faceted workers compensation strategy aimed at reducing the
statutory combined ratio by seven points by year-end 2007, barring other factors such as decreases
in workers compensation rates or medical inflation beyond expectation. In 2006, this line was
impacted by favorable prior year statutory development of approximately $2 million compared to
adverse prior year statutory development of approximately $40 million in 2005 and approximately $4
million in 2004. The favorable prior year statutory development in 2006 was driven, in part, by
savings realized from changing medical and pharmacy networks outside the State of New Jersey and
re-contracting our medical bill review services. This redesign and re-contracting effort is
expected to generate ongoing durable savings of about $3 million annually. The adverse development
in 2005 was primarily the result of adverse loss trends, specifically in medical costs in the 2001
and prior accident years, which warranted an increase in managements best estimates within the
loss range. The adverse development in 2004 was primarily the result of rating agency downgrades
of certain reinsurers, which caused us to reevaluate our ability to collect under certain
reinsurance contracts.
Over time, additional savings will be realized from other facets of our strategy, including our
efforts to rank our operating states in tiers and target those which we believe will be the most
profitable. Growth in our targeted states represents 76% of our 2006 new workers compensation
voluntary business. Another facet of our workers compensation strategy is predictive modeling.
The first predictive model for workers compensation was introduced in the second quarter of 2006.
This model provides us with tools to identify unprofitable accounts and re-underwrite the workers
compensation book more efficiently. We are pursuing strategies to grow the types of accounts that
we have identified to be the most profitable. We are also looking at premiums written to ensure
that they are reflective of the proper classes and payrolls for our workers compensation exposure.
In the fourth quarter of 2006, we retained about 90% of our best business and non-renewed 33% of
the worst business.
46
Commercial Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
188,839 |
|
|
|
176,764 |
|
|
|
7 |
% |
|
|
159,811 |
|
|
|
11 |
% |
Statutory NPE |
|
|
182,351 |
|
|
|
168,281 |
|
|
|
8 |
|
|
|
152,579 |
|
|
|
10 |
|
Statutory combined ratio |
|
|
82.1 |
% |
|
|
69.5 |
|
|
12.6 |
pts |
|
|
80.9 |
|
|
(11.4 |
)pts |
% of total statutory commercial NPW |
|
|
14 |
% |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
Net premiums written for this line of business increased in 2006 compared to 2005 and 2004 due
to: (i) increases in direct new policy premium of 13% in 2006 to $45.1 million; (ii) stable
retention of approximately 80% over the past two years; and (iii) renewal price increases,
including exposure, were 1.3% in 2006.
The statutory combined ratio for commercial property increased in 2006 to a level more consistent
with 2004 compared to 2005, primarily as a result of our catastrophe loss activity. Catastrophe
losses were $13.2 million, or 7.2 points, in 2006 compared to $2.8 million, or 1.7 points, in 2005,
and $13.3 million, or 8.7 points, in 2004. In addition, large property losses in 2005 were
unusually low compared to the more normalized trend we are experiencing this year. Despite the
increased losses this year, 2006 results continue to be strong as this line of business is
benefiting from underwriting improvements over the past five years, including better
insurance-to-value estimates across our book of business, a shift to risks of better construction
quality and newer buildings, and an overall focus on low to medium hazard property exposures.
Business Owners Policy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2004 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
50,952 |
|
|
|
46,903 |
|
|
|
9 |
% |
|
|
48,755 |
|
|
|
(4 |
)% |
Statutory NPE |
|
|
48,710 |
|
|
|
46,723 |
|
|
|
4 |
|
|
|
49,575 |
|
|
|
(6 |
) |
Statutory combined ratio |
|
|
102.4 |
% |
|
|
99.5 |
|
|
2.9 |
pts |
|
|
107.1 |
|
|
(7.6 |
)pts |
% of total statutory commercial NPW |
|
|
5 |
% |
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
The statutory net premiums written growth is the result of our completed Business Owners
Policy (BOP) correction plan that included pricing and underwriting actions focused on the growth
of more profitable segments and the elimination of certain classes of business from our
underwriting eligibility guidelines. With our BOP correction plan completed and our BOP rewrite in
place in all of our states, we are beginning to see our new business increase. Additionally, in
November 2006, we rolled out the BOP predictive model and early indications demonstrate positive
trends in our selection of profitable new business. Direct new business in 2006 was up 15% as
compared to 2005 and 2% in 2005 compared to 2004. The policy count on this line of business
increased 13% as of December 31, 2006 compared to December 31, 2005. The statutory combined ratio
was negatively impacted by catastrophe losses of 4.0 points in 2006 compared to 1.5 points in 2005
and 3.9 points in 2004.
Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
|
|
|
|
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
|
|
|
|
Statutory NPW |
|
$ |
18,865 |
|
|
|
17,372 |
|
|
|
9 |
% |
|
|
14,563 |
|
|
|
19 |
% |
|
|
|
|
Statutory NPE |
|
|
17,493 |
|
|
|
16,063 |
|
|
|
9 |
|
|
|
13,106 |
|
|
|
23 |
|
|
|
|
|
Statutory combined ratio |
|
|
74.7 |
% |
|
|
77.5 |
|
|
(2.8 |
)pts |
|
|
112.8 |
|
|
(35.3 |
)pts |
|
|
|
|
% of total statutory commercial NPW |
|
|
1 |
% |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Growth and profitability in this line of business is driven by enhancements to the bond
underwriting process, including the successful rollout of our automated bond system in late 2005.
47
Personal Lines
Personal Lines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2005 |
|
($ in thousands) |
|
2006 |
|
|
2005 |
|
|
vs. 2005 |
|
|
2004 |
|
|
vs. 2004 |
|
|
GAAP Insurance Operations Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPW |
|
$ |
217,088 |
|
|
|
200,842 |
|
|
|
8 |
% |
|
|
223,446 |
|
|
|
(10 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPE |
|
|
213,788 |
|
|
|
209,347 |
|
|
|
2 |
|
|
|
225,899 |
|
|
|
(7 |
) |
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred |
|
|
148,657 |
|
|
|
157,182 |
|
|
|
(5 |
)% |
|
|
167,097 |
|
|
|
(6 |
)% |
Net underwriting expenses incurred |
|
|
70,635 |
|
|
|
58,108 |
|
|
|
22 |
|
|
|
60,870 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income (loss) |
|
$ |
(5,504 |
) |
|
|
(5,943 |
) |
|
|
7 |
|
|
|
(2,068 |
) |
|
|
(187 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
69.5 |
% |
|
|
75.1 |
|
|
(5.6 |
)pts |
|
|
74.0 |
|
|
1.1 |
pts |
Underwriting expense ratio |
|
|
33.1 |
% |
|
|
27.8 |
|
|
|
5.3 |
|
|
|
26.9 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
102.6 |
% |
|
|
102.9 |
|
|
|
(0.3 |
) |
|
|
100.9 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory Ratios1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio |
|
|
68.5 |
% |
|
|
73.4 |
|
|
(4.9 |
)pts |
|
|
72.8 |
|
|
0.6 |
pts |
Underwriting expense ratio |
|
|
29.7 |
% |
|
|
27.2 |
|
|
|
2.5 |
|
|
|
25.2 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
98.2 |
% |
|
|
100.6 |
|
|
|
(2.4 |
) |
|
|
98.0 |
|
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 102.9% for 2006, 105.0 % for 2005,
and 101.8% for 2004. |
The increase in NPW for Personal Lines business reflects the impact of the termination of the
New Jersey Homeowners Quota Share Treaty on January 1, 2006. Excluding the impact of this treaty,
NPW for Personal Lines would have decreased 7% in 2006 compared to 2005. This decrease is the
result of ongoing competition in the New Jersey personal automobile market. As of December 31,
2006, the number of cars we insure in New Jersey decreased 12% to 77,160 from 87,593 as of December
31, 2005 and 97,685 as of December 31, 2004. Partially offsetting the impact of the increased
competition was an increase in direct premiums written in our homeowners line of business of 6% to
$65.1 million in 2006 compared to 2005 and an increase of 8% to $61.5 million in 2005 compared to
2004.
Personal Automobile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
137,355 |
|
|
|
153,915 |
|
|
|
(11 |
)% |
|
|
181,316 |
|
|
|
(15 |
)% |
Statutory NPE |
|
|
146,737 |
|
|
|
164,805 |
|
|
|
(11 |
) |
|
|
185,375 |
|
|
|
(11 |
) |
Statutory combined ratio |
|
|
103.4 |
% |
|
|
106.7 |
|
|
(3.3 |
)pts |
|
|
98.9 |
|
|
7.8 |
pts |
% of total statutory personal NPW |
|
|
63 |
% |
|
|
77 |
|
|
|
|
|
|
|
81 |
|
|
|
|
|
Net premiums written for this line of business decreased in 2006 as a result of the ongoing
competition in the New Jersey personal automobile market coupled with our rating plans that were
not competitive through the first half of the year due to a historically restrictive regulatory
environment. As of December 31, 2006, the number of cars we insured decreased 12% compared to
December 31, 2005 and decreased 10% as of December 31, 2005 as compared to December 31, 2004.
During the second half of the year, we redesigned our Personal Lines pricing model, which we refer
to as MATRIX. MATRIX is designed to provide increased pricing flexibility in an effort to
improve our competitive position, and allows us to better match price to risk and helps us to
profitably compete for new business. Annual increases or decreases
are capped at 20% by NJDOBI.
The 2006 combined ratio improved slightly over 2005, however our non-New Jersey book of business is
primarily driving the overall lack of profitability. Our New Jersey book of business posted a
profitable combined ratio of 98.8% in 2006 compared to a 97.0% in 2005. The 1.8 point increase
reflects the competitive pressures described above coupled with increased expenses resulting from
the 2005 New Jersey Supreme Court decision discussed below. Our non-New Jersey book of business
posted a combined ratio of 113.5% in 2006 compared to 130.8% in 2005.
The 2005 results compared to 2004 were significantly impacted by our reserving actions taken in
light of a New Jersey Supreme Court decision in 2005. This decision 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, combined
with our rating and tiering actions, had enabled us to achieve profitability in the New Jersey
personal automobile line of business over the two years previous to the Supreme Court ruling.
However, factoring higher expected claim costs
48
into our New Jersey personal automobile excess profits calculation resulted in the elimination of
an excess profits reserve of $5.5 million in the second quarter of 2005.
Homeowners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Statutory NPW |
|
$ |
72,243 |
|
|
|
39,737 |
|
|
|
82 |
% |
|
|
35,730 |
|
|
|
11 |
% |
Statutory NPE |
|
|
59,334 |
|
|
|
37,706 |
|
|
|
57 |
|
|
|
34,370 |
|
|
|
10 |
|
Statutory combined ratio |
|
|
103.6 |
% |
|
|
99.0 |
|
|
4.6 |
pts |
|
|
113.6 |
|
|
(14.6 |
)pts |
% of total statutory personal NPW |
|
|
33 |
% |
|
|
20 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
Statutory NPW for 2006 as compared to 2005 and 2004 increased as a result of the termination
of the Quota Share Treaty on January 1, 2006. The termination resulted in a return of ceded
premium in the first quarter of 2006 as well as the retention of homeowners business that had
previously been ceded. An increase in direct premiums written of 6% in 2006 and 8% in 2005
compared to the prior years, also contributed to the increase in statutory net premiums written.
Despite growth in premiums, the 2006 statutory combined ratio was negatively impacted by 7.6 points
of catastrophe losses, while the 2005 ratio included only 1.7 points in catastrophe losses, and the
2004 ratio included 5.9 points in catastrophe losses.
Reinsurance
We have reinsurance contracts that cover both property and casualty business. Selective uses
traditional forms of reinsurance and does not utilize finite risk reinsurance. For purpose of this
discussion, 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. |
While this discussion will provide you with an overview regarding the reasons for changing our
reinsurance program over the past year, 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 continuously reevaluate our overall reinsurance program and 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 portfolio, limits
written, projected reinsurance costs, and projected impact on earnings and statutory surplus. We
strive to balance often opposing considerations of reinsurer credit quality, price, terms, and our
appetite for retaining a certain level of risk. This year the process led to two significant
changes to our reinsurance program, which are effective January 1, 2007:
|
|
|
We increased both limit and retention under our catastrophe excess of loss treaty to
95% of $285.0 million in excess of $40.0 million per occurrence compared to 95% of $250.0
million in excess of $20.0 million per occurrence in the prior year. |
|
|
|
|
We did not renew our Terrorism Treaty and purchased an additional 75% of $40.0 million
in excess of $50.0 million layer in our Casualty Excess of Loss treaty. |
Terrorism Reinsurance
We made
the decision not to renew our Terrorism Treaty for 2007. We determined that additional per occurrence casualty coverage
would be a cost efficient way to enhance our protection against man-made catastrophic events. The
cost of our Terrorism Treaty in 2006 was $4.3 million. The additional layer of casualty coverage
cost $0.7 million.
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, 2007 via the Terrorism Risk Insurance Extension Act of 2005. For further information
regarding this legislation, see Item 1A. Risk Factors of this Form 10-K.
49
Property Reinsurance
Although 2006 proved to be a year characterized by low incidence of significant catastrophic
events, the reinsurance market continued to be influenced by retrocessional capacity constraints,
rating agencies added emphasis on reinsurers capital adequacy, and recalibrated catastrophic
models. In 2006, Risk Management Solutions Inc. (RMS), one of the leaders in catastrophe
modeling, launched a new version of its U.S. Hurricane model. In addition to storm and demand
surge options, RMS v.6.0 now provides results on both a stochastic five-year view and the
traditional, longer-term historic view. RMS v.6.0 was influenced by RMSs analysis of the 2004
and 2005 hurricane seasons, as well as a prospective view that hurricane activity in the Atlantic
Basin will be above historical averages in the short to medium-term (five years). As a result of
these model changes, loss projections increased significantly. These external market forces,
combined with the growth in our book of business, resulted in a $4.5 million, or 34%, increase in
the cost of our property catastrophe program effective January 1, 2007 as compared with 2006.
Based on a modeled portfolio and capital stress test analysis, we chose to increase our retention
under the Catastrophe Excess of Loss treaty to $40.0 million from the expiring $20.0 million
retention. In addition, we purchased $35.0 million of additional coverage in the upper limit with
the treaty now covering 95% of $285.0 million in excess of $40.0 million per occurrence retention.
This treaty provides for one full reinstatement of any portion of original limits exhausted by a
loss.
The following table presents RMS v.6.0 modeled hurricane losses based on Selectives property
portfolio as of June 30, 2006 under our 2007 catastrophe reinsurance treaty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
Historic Basis |
|
Stochastic Basis |
|
|
|
|
|
|
|
|
|
|
Net Losses |
|
|
|
|
|
|
|
|
|
Net Losses |
|
|
Gross |
|
|
|
|
|
as a Percent |
|
Gross |
|
|
|
|
|
as a Percent |
Occurrence Exceedence |
|
Losses |
|
Net |
|
of 12/31/06 |
|
Losses |
|
Net |
|
of 12/31/06 |
Probability |
|
RMS v.6.0 |
|
Losses1 |
|
Equity |
|
RMS v.6.0 |
|
Losses1 |
|
Equity |
|
4.00% (1 in 25 year event ) |
|
$ |
42,281 |
|
|
|
26,233 |
|
|
|
2 |
% |
|
$ |
59,836 |
|
|
|
28,027 |
|
|
|
3 |
% |
2.00% (1 in 50 year event) |
|
|
87,638 |
|
|
|
30,868 |
|
|
|
3 |
|
|
|
116,609 |
|
|
|
33,362 |
|
|
|
3 |
|
1.00% (1 in 100 year event) |
|
|
168,896 |
|
|
|
37,234 |
|
|
|
3 |
|
|
|
215,544 |
|
|
|
40,116 |
|
|
|
4 |
|
0.40% (1 in 250 year event) |
|
|
360,560 |
|
|
|
69,791 |
|
|
|
6 |
|
|
|
435,526 |
|
|
|
118,518 |
|
|
|
11 |
|
|
|
|
1 |
|
Losses are after tax and include applicable reinstatement premium. |
Our current catastrophe program provides protection for a 1 in 219 year event, or an event
with 0.5 % probability according to the RMS v.6.0 historic model, and for a 1 in 168 year event, or
an event with 0.6% probability according to RMS v.6.0 stochastic model.
The retention and limit under our Property Excess of Loss treaty, renewed July 1, 2006, remained
the same at $23.0 million in excess of $2.0 million. Consistent with the prior year, all NBCR
losses are excluded from the Property Excess of Loss treaty regardless of whether or not they are
certified under TRIA. Terrorism (excluding NBCR) and per occurrence aggregate limits of $46.5
million reflect a moderate reduction in the upper layer aggregate limits from the expiring $54.0
million. The estimated ceded premium decreased by $0.4 million.
Casualty Reinsurance
The Casualty Excess of Loss program renewed with an effective date of July 1, 2006. We purchased
an additional layer of our casualty treaty on January 1, 2007. The new layer provides protection
for 75% of $40.0 million in excess of $50.0 million per occurrence. It was purchased for an 18
month period and has an estimated annual cost of $0.7 million. 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. |
In comparison, the prior year treaty provided per occurrence coverage of $48.0 million in excess of
the Companys $2.0 million retention for workers compensation claims and $45.0 million in excess of
the Companys $5 million retention for all other casualty claims. The total cost of the 2006
fiscal year casualty program is expected to be $1.0 million higher than the prior fiscal year.
50
Other Reinsurance
Our Surety and Fidelity Excess of Loss treaty was renewed effective January 1, 2007 with
essentially no changes in coverage and a 22% increase in estimated ceded premium influenced by
projected subject premium increases and a modest increase to rate.
Investments
Our investment portfolio consists primarily (82%) of fixed maturity investments, but also contains
equity securities, short-term investments, and other investments. Our investment philosophy
includes certain return and risk objectives for our fixed maturity and equity portfolios. The
primary return objective of our fixed maturity portfolio is to maximize after-tax investment yield
and income while balancing certain risk objectives, with a secondary objective of meeting or
exceeding a weighted-average benchmark of public fixed income indices. The return objective of the
equity portfolio is to meet or exceed a weighted-average benchmark of public equity indices. The
risk objectives for our entire portfolio is to ensure that our investments are structured
conservatively, focusing on: (i) asset diversification; (ii) investment quality; (iii) liquidity,
particularly to meet the cash obligations of the insurance operations; (iv) consideration of taxes;
and (v) preservation of capital.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
2005 |
($ in thousands) |
|
2006 |
|
2005 |
|
vs. 2005 |
|
2004 |
|
vs. 2004 |
|
Net investment income before tax |
|
$ |
156,802 |
|
|
|
135,950 |
|
|
|
15 |
% |
|
|
120,540 |
|
|
|
13 |
% |
Net investment income after tax |
|
$ |
121,460 |
|
|
|
104,840 |
|
|
|
16 |
% |
|
|
90,679 |
|
|
|
16 |
% |
Effective tax rate |
|
|
22.5 |
% |
|
|
22.9 |
|
|
(0.4 |
)pts |
|
|
24.8 |
|
|
(1.9 |
)pts |
Annual after-tax yield on
investment portfolio |
|
|
3.6 |
% |
|
|
3.5 |
|
|
0.1 |
pts |
|
|
3.5 |
|
|
|
pts |
Growth in net investment income, before tax, of $20.9 million for 2006 compared to 2005 and
$15.4 million for 2005 compared to 2004 was primarily attributable to the increase in our
investment portfolio. The value of the investment portfolio reached $3.6 billion at December 31,
2006, an increase of 11% compared to $3.2 billion at December 31, 2005. The increase in invested
assets was due to substantial cash flows from operations of $393.4 million in 2006 and $406.8
million in 2005. Debt offerings in September 2006 and November 2005 also added approximately $96.8
million and $98.4 million, respectively, in assets in 2006 and 2005. Also contributing to the
growth in investment income were: (i) increased income of approximately $4.0 million from certain
limited partnerships within our Other investments category for 2006 compared to 2005 and $1.8
million for 2005 compared to 2004; and (ii) dividend income increases of $1.0 million for 2006
compared to 2005 and $1.4 million for 2005 compared to 2004.
We continue to maintain a conservative, diversified investment portfolio, with fixed maturity
investments representing 82% of invested assets. 73% 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, 2006
and 2005, non-investment grade securities (below BBB-) represented less than 1%, or approximately
$10 million, of our fixed maturity portfolio.
The following table presents the Moodys and S&Ps ratings of our fixed maturities portfolio:
|
|
|
|
|
|
|
|
|
Rating |
|
2006 |
|
2005 |
|
Aaa/AAA |
|
|
73 |
% |
|
|
68 |
% |
Aa/AA |
|
|
17 |
% |
|
|
19 |
% |
A/A |
|
|
7 |
% |
|
|
10 |
% |
Baa/BBB |
|
|
3 |
% |
|
|
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 overall interest rate risk of fixed maturity
investments. The average duration of the fixed maturity portfolio, including short-term
investments, was 3.8 years at December 31, 2006 compared to 4.0 years at December 31, 2005. To
provide liquidity, while maintaining consistent performance, fixed maturity investments are
laddered so that some issues are always approaching maturity, thereby providing a source of
predictable cash flow. Managing investment risk by adhering to these strategies is intended to protect the interests of our stockholders and the policyholders
of our Insurance Subsidiaries, and enhance our financial strength and underwriting capacity.
51
Realized Gains and Losses
Realized gains and losses are determined on the basis of the cost of specific investments sold or
written-down, and are credited or charged to income. Our Investments segment included net realized
gains before tax of $35.5 million in 2006, compared to $14.5 million in 2005, and $24.6 million in
2004. The realized gains were principally from the sale of equity securities. Net realized gains
in 2006 reflect the sale of several equity positions which resulted in re-weighting various sector
exposures. Within the energy sector, we reduced our overweighted allocation by selling several
positions that we felt had exceeded their fair value. During 2006 there were no impairment charges
recorded. Net realized gains in 2005 also reflect the sale of certain long-term equity holdings,
which were partially offset by an impairment charge from one write-down for other than temporary
declines in fair value of $1.2 million. There were no impairment charges recorded in 2004. We
maintain a high quality and liquid investment portfolio and the sale of the securities that
resulted in realized gains did not change the overall liquidity of the investment portfolio. Our
philosophy for sales of securities generally is to reduce our exposure to securities and sectors
based upon economic evaluations or if the fundamentals for that security or sector have
deteriorated and/or for tax planning purposes. We generally have a long investment time horizon
and our turnover is low, which has resulted in many securities accumulating large unrealized gains.
Every purchase or sale is made with the intent of improving future investment returns.
The following table summarizes the Companys net realized gains by investment type:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Held-to-maturity fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
$ |
16 |
|
|
|
106 |
|
|
|
184 |
|
Available-for-sale fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
2,460 |
|
|
|
1,468 |
|
|
|
4,922 |
|
Losses |
|
|
(6,756 |
) |
|
|
(4,196 |
) |
|
|
(5,313 |
) |
Available-for-sale equity
securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
43,542 |
|
|
|
21,149 |
|
|
|
26,851 |
|
Losses |
|
|
(3,783 |
) |
|
|
(4,063 |
) |
|
|
(2,057 |
) |
|
|
|
|
|
|
|
|
|
|
Total net realized gains |
|
$ |
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
|
|
|
|
|
|
|
|
Generally, the Insurance Subsidiaries have a duration mismatch between assets and liabilities.
The duration of the fixed maturity portfolio, including short-term investments, is 3.8 years while
the Insurance Subsidiaries liabilities have a duration of approximately 3 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 our investment portfolio, the securities sold have not diminished the overall liquidity of our
portfolio. Our liquidity requirements in the past have been met by operating cash flow from our
Insurance Operations and Diversified Insurance Services segments and the issuance of debt and
equity securities. We expect our liquidity requirements in the future to be met by these sources
of funds or, if necessary, borrowings from our credit facilities.
52
We realized gains and losses from the sale of available-for-sale debt and equity securities during
2006, 2005, and 2004. 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 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
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 |
|
$ |
94.9 |
|
|
|
1.5 |
|
|
|
67.1 |
|
|
|
1.4 |
|
|
|
107.7 |
|
|
|
4.6 |
|
7 12 months |
|
|
76.6 |
|
|
|
2.5 |
|
|
|
32.4 |
|
|
|
0.7 |
|
|
|
30.2 |
|
|
|
0.6 |
|
Greater than 12 months |
|
|
35.8 |
|
|
|
1.5 |
|
|
|
33.0 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
207.3 |
|
|
|
5.5 |
|
|
|
132.5 |
|
|
|
3.2 |
|
|
|
137.9 |
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
15.5 |
|
|
|
3.1 |
|
|
|
11.2 |
|
|
|
1.8 |
|
|
|
12.2 |
|
|
|
1.9 |
|
7 12 months |
|
|
3.2 |
|
|
|
0.7 |
|
|
|
3.6 |
|
|
|
1.0 |
|
|
|
0.4 |
|
|
|
0.2 |
|
Greater than 12 months |
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
18.7 |
|
|
|
3.8 |
|
|
|
15.5 |
|
|
|
2.9 |
|
|
|
12.6 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
226.0 |
|
|
|
9.3 |
|
|
|
148.0 |
|
|
|
6.1 |
|
|
|
150.5 |
|
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These securities were sold despite the fact that they were in a loss position. The decision
to sell these securities was due to: (i) heightened credit risk of the individual security sold;
(ii) the decision to reduce our exposure to certain issuers, industries or sectors in light of
changing economic conditions; or (iii) tax purposes.
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, 2006 and December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of time in an |
|
2006 |
|
|
2005 |
|
Unrealized loss position |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
($ in millions) |
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
$ |
376.6 |
|
|
|
1.7 |
|
|
|
962.7 |
|
|
|
8.0 |
|
7 12 months |
|
|
107.6 |
|
|
|
0.7 |
|
|
|
164.8 |
|
|
|
3.0 |
|
Greater than 12 months |
|
|
705.8 |
|
|
|
10.1 |
|
|
|
124.1 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
1,190.0 |
|
|
|
12.5 |
|
|
|
1,251.6 |
|
|
|
14.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
7.8 |
|
|
|
0.2 |
|
|
|
7.4 |
|
|
|
0.4 |
|
7 12 months |
|
|
|
|
|
|
|
|
|
|
2.0 |
|
|
|
0.1 |
|
Greater than 12 months |
|
|
0.4 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities |
|
|
8.2 |
|
|
|
0.4 |
|
|
|
9.4 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 6 months |
|
|
6.9 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
7 12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater than 12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other securities |
|
|
6.9 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,205.1 |
|
|
|
13.0 |
|
|
|
1,261.0 |
|
|
|
14.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broad changes in the overall market or interest rate environment generally do not lead to
impairment charges. We believe the fluctuations in the fair value of fixed maturities and the
increase in the associated gross unrealized loss since December 31, 2005 were primarily due to
higher interest rates. As of December 31, 2006, there are 347 securities in an unrealized loss
position.
The following table presents information regarding our available-for-sale fixed maturities that
were in an unrealized loss position at December 31, 2006 by contractual maturity:
|
|
|
|
|
|
|
|
|
Contractual Maturities |
|
Amortized |
|
|
Fair |
|
($ in millions) |
|
Cost |
|
|
Value |
|
|
One year or less |
|
$ |
156.5 |
|
|
|
156.0 |
|
Due after one year through five years |
|
|
658.5 |
|
|
|
650.3 |
|
Due after five years through ten years |
|
|
362.9 |
|
|
|
359.2 |
|
Due after ten years through fifteen years |
|
|
24.7 |
|
|
|
24.5 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,202.6 |
|
|
|
1,190.0 |
|
|
|
|
|
|
|
|
53
Investment Outlook
S&P earnings are expected to grow 9.5% in 2007, following an expected 16% increase in 2006 and 18%
increase in 2005. The factors leading to this continued growth are lower energy prices, increased
confidence in the economys job and income generating capacity, expectations of robust corporate
capital expenditures, and continued healthy overseas demand for U.S. securities. However, given
the uncertainty of the Federal Reserves monetary policy direction and international capital flows,
we remain cautious on equity markets and we expect continued volatility in the fixed income market
during 2007.
We believe that pre-tax investment income will continue to grow as a result of strong cash flow
from our Insurance Operations. Given the current interest rate environment, which is marked by a
very flat yield curve, we intend to maintain a fairly stable portfolio duration on our fixed income
portfolio. We will also continue to make new investment decisions on our fixed income portfolio
that are relatively duration neutral to the portfolio as a whole as we continue to dollar-cost
average our reinvestment yields. With regard to our equity portfolio, we are committed to pursuing
opportunities in industries with favorable fundamentals and will continue to reduce exposure to
those stocks or sectors with less favorable fundamentals and valuations. Our Other investment
portfolio has performed well over the past few years. As a result of favorable risk return
characteristics for these investments, we are looking to modestly grow this investment class as a
percentage of our overall portfolio, which should contribute to lowering our overall portfolio risk
given that these investments have a low correlation to the S&P 500 Index.
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 within markets that continue to offer opportunity for growth. During 2006, these
operations provided a contribution of $0.19 per diluted share, compared to $0.15 per diluted share
in 2005. These operations continue to provide a level of mitigation to commercial lines pricing
cycles. We measure the performance of these operations based on several measures, including, but
not limited to, results of operations in accordance with GAAP. The results for this segments
continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
|
|
|
($ in thousands) |
|
2006 |
|
2005 |
|
2004 |
|
HR Outsourcing |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
63,322 |
|
|
|
60,227 |
|
|
|
53,710 |
|
Pre-tax profit (loss) |
|
|
4,810 |
|
|
|
3,793 |
|
|
|
2,244 |
|
Flood Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
41,522 |
|
|
|
34,320 |
|
|
|
29,169 |
|
Pre-tax profit |
|
|
10,167 |
|
|
|
9,060 |
|
|
|
8,508 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
5,682 |
|
|
|
4,164 |
|
|
|
3,605 |
|
Pre-tax profit |
|
|
2,831 |
|
|
|
1,940 |
|
|
|
1,169 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from continuing operations |
|
|
110,526 |
|
|
|
98,711 |
|
|
|
86,484 |
|
Pre-tax profit from continuing operations |
|
|
17,808 |
|
|
|
14,793 |
|
|
|
11,921 |
|
After-tax profit from continuing operations |
|
|
11,848 |
|
|
|
9,844 |
|
|
|
7,860 |
|
After-tax return on revenue |
|
|
10.7 |
% |
|
|
10.0 |
% |
|
|
9.1 |
% |
HR Outsourcing
|
|
|
Profitability improvements in our HR Outsourcing business in 2006 compared to 2005
and 2004 are mainly due to: (i) increased average administration fee per worksite
employee to $649 for 2006 compared to $642 for 2005 and $596 for 2004; (ii) higher
margins, particularly on our workers compensation business; and (iii) an increase in
our number of worksite lives, as described below. |
|
|
|
|
As of December 31, 2006, our worksite lives were up 12% to 26,952 compared to 23,974
as of December 31, 2005 and 22,846 as of December 31, 2004. To improve sales, during
the first quarter of 2006 we unveiled a new marketing strategy and a new agent
commission structure for our human resources outsourcing product, which we refer to as
our employer protection program (EPP). The EPP is designed to assist business owners
in managing the risk of employer-related liabilities. |
54
Flood Insurance
Pre-tax profit increased as a result of the following:
|
|
|
An increase in flood premium in force of 28%. In-force premium was $119.2 million
on 274,000 policies at December 31, 2006, compared to in-force premium of $93.5 million
on 222,000 policies at December 31, 2005, and premium in force of $78.0 million on
188,000 policies at December 31, 2004; and |
|
|
|
|
An increase in the pre-tax marketing bonus from the National Flood Insurance Program
(NFIP) of 87% to $2.8 million in 2006 compared to
$1.5 million in 2005 and $1.8
million in 2004. |
These increases were partially offset by a decrease in the fee paid to us by the NFIP, which was
effective for the NFIPs fiscal year beginning on October 1, 2006, to 30.2% from 30.8%.
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 offer an additional potential agency revenue stream for our independent
agents. New market entrants will continue to create increased competition for these products. We
have repositioned the HR Outsourcing products as the EPP, which assists business owners in managing
the risk of employee-related liabilities. Agent training regarding the EPP is ongoing and based on
initial positive feedback, we expect to continue to recognize synergies created from this product
in 2007.
The National Council on Compensation Insurance (NCCI) has passed an overall workers compensation
rate level decrease of 15.7% for voluntary industrial classes in the State of Florida. The new
rates were effective on January 1, 2007 for new and renewal business. Future reductions in this
rate could adversely affect our results of operations for our HR Outsourcing business as workers
compensation insurance is an important component of the EPP product.
Our ability to provide flood insurance is a significant component of our Diversified Insurance
Services operations. Information provided by the Federal Emergency Management Agency (FEMA) in
2004 indicated that total flood insurance premium written was approximately $2 billion. 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. 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 topped out after Hurricane Katrina, and is
again nearing maximum capacity. At this point, it is uncertain what impact, if any, this will have
on our flood operations.
As described above, the fee paid to us by the NFIP decreased 0.6 points to 30.2% of premiums
written effective October 1, 2006. Future reductions in this rate could occur through
legislative activity.
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 and
long-term cash requirements of our business operations. Our cash and short-term investments
position at December 31, 2006 was $203.5 million compared to $188.1 million at December 31, 2005.
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 to the parent company 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 2006 unaudited statutory financial statements, the Insurance Subsidiaries are permitted to pay
to us, in 2007, ordinary dividends in the aggregate amount of
approximately $141.9 million. For
additional information regarding dividend restrictions, refer to Note 9, Indebtedness and Note
10, Stockholders Equity of the Notes to Consolidated Financial Statements, included in Item 8.
Financial Statements and Supplementary Data of this form 10-K.
55
Our Insurance Subsidiaries generate cash flows primarily from insurance float. Float is money that
an insurance company holds for a limited time. In an insurance operation, float arises because
premiums are collected before losses are paid. This interval can extend over many years. During
that time, the insurer invests the money and generates investment income. The duration of the
fixed maturity portfolio, including short-term investments, was 3.8 years as of December 31, 2006,
while the liabilities of our Insurance Subsidiaries have a duration of approximately 3 years. To
provide liquidity while maintaining consistent 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. In addition, the Insurance
Subsidiaries purchase reinsurance coverage for protection against any significantly large claims or
catastrophes that may occur during the year. Our consolidated investment portfolio was $3.6
billion as of December 31, 2006 and $3.2 billion as of December 31, 2005.
During 2006, Selective had revolving lines of credit with State Street Corporation of $20 million
and Wachovia Bank of $25 million, under which no balances were outstanding during the year. In
August 2006, these lines of credit were replaced with a syndicated line of credit agreement with
Wachovia Bank, National Association as administrative agent. Under this new agreement, Selective
has access to a $50 million credit facility, which can be increased to $75 million with the consent
of all lending parties. Through December 31, 2006, no balances were outstanding under this credit
facility.
Selective HR Solutions (SHRS), our HR Outsourcing business, generates cash flows from their
operations. Dividends from SHRS to the parent company 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 provides an indication of a companys ability to
meet its short-term obligations and is calculated by dividing current assets by current
liabilities. SHRS provided dividends to the parent company of $4.2 million in 2006 and $4.0
million in 2005.
Dividends on shares of our Common Stock are declared and paid at the discretion of our Board of
Directors based on the Companys 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 that we issued on May 4, 2000 (the 2000
Senior Notes). All such covenants were met during 2006 and 2005. For further information
regarding our notes payable, see Note 9 of the Notes to Consolidated Financial Statements,
entitled, Indebtedness, included in Item 8. Financial Statements and Supplementary Data. At
December 31, 2006, the amount available for dividends to holders of our Common Stock, in accordance
with the restrictions of the 2000 Senior Notes, was $384.2 million. On March 1, 2007, for
stockholders of record as of February 13, 2007, we have increased our dividend by 9% to $0.12 per
share. Book value per share increased 8% to $18.81 in 2006 from $17.34 in 2005, and increased 19%
compared to 2004, when it was $15.79. Our ability to continue to pay dividends to our stockholders
is also dependent in large part on the dividend paying ability of our Insurance Subsidiaries and
the subsidiaries in our Diversified Insurance Services segment to pay dividends to the parent
company. Restrictions on the ability of our subsidiaries, particularly the Insurance Subsidiaries,
to declare and pay dividends to the parent company could materially affect our ability to pay
principal and interest on indebtedness and dividends on Common Stock.
Our liquidity requirements in the past have been met by dividends from our subsidiaries as well as
the issuance of debt and equity securities. In the future, we expect our liquidity requirements to
be met by these sources of funds. The Insurance Subsidiaries liquidity requirements have
historically been met by cash receipts from operations, consisting of insurance premiums and
investment income. These cash receipts have historically provided more than sufficient funds to
pay losses, operating expenses, and dividends to the parent company.
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, 2006, we had stockholders equity of $1,077.2 million and total debt of $362.6
million. In addition, we have an irrevocable trust valued at $31.3 million to provide for the
repayment of notes having maturities in 2007 and 2008.
As active capital managers, we continually monitor our cash requirements as well as 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 the 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 2006:
56
|
|
|
On September 25, 2006, we successfully completed a $100 million offering of 60-year
junior subordinated notes with a 7.5% coupon. At any time on or after September 26, 2011,
we can call these notes, in whole or in part, at their aggregate principal amount, together
with any accrued and unpaid interest. The proceeds from this offering will be used for
general corporate purposes. |
|
|
|
|
In 2006, we repurchased approximately 4.1 million shares of our Common Stock under our
authorized share repurchase program at a cost of $110.1 million. As of December 31, 2006,
there were 5.2 million shares remaining under the current repurchase authorization. |
Our cash requirements include principal and interest payments on senior convertible notes, various
notes payable and convertible subordinated debentures, dividends to stockholders, payment of
claims, and other operating expenses, income taxes, the purchase of investments, and other
expenses. Our operating obligations and cash outflows include: claim settlements, agents
commissions, labor costs, premium taxes, general and administrative expenses, investment purchases,
and capital expenditures. For further details regarding our cash requirements, refer to the
section below titled Contractual Obligations and Contingent Liabilities and Commitments.
Off-Balance Sheet Arrangements
At December 31, 2006 and 2005, the Company 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, the
Company is not exposed to any financing, liquidity, market or credit risk that could arise if the
Company had engaged in such relationships.
Contractual Obligations and Contingent Liabilities and Commitments
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, 2006 are
summarized below:
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
24.8 |
|
|
|
8.9 |
|
|
|
11.0 |
|
|
|
4.3 |
|
|
|
0.6 |
|
Senior convertible notes |
|
|
151.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151.0 |
|
Convertible subordinated debentures |
|
|
0.8 |
|
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
Notes payable 1 |
|
|
305.2 |
|
|
|
18.3 |
|
|
|
24.6 |
|
|
|
12.3 |
|
|
|
250.0 |
|
Interest on debt obligations |
|
|
760.5 |
|
|
|
24.4 |
|
|
|
44.9 |
|
|
|
36.2 |
|
|
|
655.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
$ |
1,242.3 |
|
|
|
51.6 |
|
|
|
81.3 |
|
|
|
52.8 |
|
|
|
1,056.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loss and loss expense payments |
|
|
2,288.8 |
|
|
|
611.2 |
|
|
|
778.9 |
|
|
|
356.6 |
|
|
|
542.1 |
|
Ceded loss and loss expense payments |
|
|
199.8 |
|
|
|
38.3 |
|
|
|
47.0 |
|
|
|
27.9 |
|
|
|
86.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense payments |
|
|
2,089.0 |
|
|
|
572.9 |
|
|
|
731.9 |
|
|
|
328.7 |
|
|
|
455.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,331.3 |
|
|
|
624.5 |
|
|
|
813.2 |
|
|
|
381.5 |
|
|
|
1,512.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Selective has an irrevocable trust to provide for the repayment of certain debt
obligations with a market value of $31.3 million as of December 31, 2006. |
See Liquidity section of Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations for a discussion of the Companys syndicated line of credit
agreement.
At December 31, 2006, we had additional limited partnership investment commitments within Other
investments of up to $110.5 million; but 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 19 of the Notes to
Consolidated Financial Statements, 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. The principal
agencies that issue financial strength ratings for the property and casualty insurance industry
are: A.M. Best, S&P, Moodys Investor Service (Moodys), and Fitch Ratings (Fitch). We
believe that our ability to write insurance business is most influenced by our rating from A.M.
Best. Currently, we are rated A+ (Superior) by A.M. Best, which is their second highest of
fifteen ratings. Our insurance business has been rated A+ (Superior) by A.M. Best for 45
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, 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. On
July 25, 2006, S&Ps Insurance Rating Services raised our financial strength rating to A+ from
A, citing our strong operating performance, 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 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 SIGIs 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 the Companys taxable income, pre-tax financial statement income, and
net deferred tax (liability) asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Current taxable income from continuing operations |
|
$ |
192.8 |
|
|
|
167.6 |
|
|
|
111.2 |
|
Pre-tax financial statement income from
continuing operations |
|
|
220.5 |
|
|
|
202.8 |
|
|
|
172.7 |
|
Net deferred tax asset (liability) |
|
|
15.4 |
|
|
|
(5.7 |
) |
|
|
(29.8 |
) |
The total federal income tax expense increased $1.6 million in 2006 to $56.9 million, compared
to $55.3 million in 2005, and $45.6 million in 2004. These amounts reflect an effective tax rate
of 25.8% in 2006 compared to 27.3% in 2005, and compared to 26.4% for 2004. The effective rate
differs from the federal corporate tax rate of 35% primarily as a result of tax-exempt investment
income and the dividends received deduction. The decrease in the effective tax rate in 2006, as
compared to 2005 and 2004, is mainly attributable to: (i) an increase in the tax advantaged
securities within our investment portfolio; (ii) a current income tax benefit recorded in 2006 as a
result of the Company settling research and development credits with the Internal Revenue Service
(IRS); and (iii) additional alternative minimum tax
credits that became available. The increase in the 2005 effective tax rate, as compared to 2004, is mainly attributable to significant
improvements in underwriting results and increased capital gains on investment sales.
58
The Company has a net deferred tax asset of $15.4 million at December 31, 2006 compared with a
deferred tax liability of $5.7 million at December 31, 2005. This change is primarily due to
temporary differences relating to pension, deferred compensation, the deferred impact of
underwriting results, unrealized gains in the investment portfolio, and debt conversion.
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.
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, 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 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, 2006, the mix of Selectives investment portfolio was
82% fixed maturity securities, 9% equity securities, 5% short-term investments, and 4% other
investments.
There were no significant changes in the primary market risk exposures for Selectives overall
investment portfolio for the year ended December 31, 2006 compared to the prior year. Selective
does not anticipate any significant changes in market risk in the foreseeable future or in how it
will manage that risk.
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 a rating of 1 or 2 from the NAICs Securities
Valuation Office) 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, 2006, 97% of Selectives fixed maturity portfolio (excluding
short-term investments) had a maturity of less than ten years, and the average duration was 4.1
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.
59
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.
The following table presents the sensitivity analysis of each component of market risk as of
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Interest Rate Shift in Basis Points |
($ in millions) |
|
-200 |
|
-100 |
|
0 |
|
100 |
|
200 |
|
Fair value of fixed maturity securities portfolio |
|
|
3,197.1 |
|
|
|
3,070.2 |
|
|
|
2,947.2 |
|
|
|
2,825.0 |
|
|
|
2,705.1 |
|
Fair value change |
|
|
249.9 |
|
|
|
123.0 |
|
|
|
|
|
|
|
(122.2 |
) |
|
|
242.1 |
|
Fair value change from base (%) |
|
|
8.5 |
% |
|
|
4.2 |
% |
|
|
|
% |
|
|
(4.1) |
% |
|
|
(8.2 |
)% |
Equity Price Risk
Selectives equity securities are classified as available for sale in accordance with FAS 115. The
Companys portfolio of equity securities 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, 2006. In the analysis, we include investments in equity
securities. The following table presents the hypothetical increases and decreases in market value
of the equity portfolio as of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Change in Equity Values in Percent |
|
|
-20% |
|
-10% |
|
0% |
|
10% |
|
20% |
|
Fair value of equity portfolio |
|
|
245.9 |
|
|
|
276.7 |
|
|
|
307.4 |
|
|
|
338.1 |
|
|
|
368.9 |
|
Fair value change |
|
|
(61.5 |
) |
|
|
(30.7 |
) |
|
|
|
|
|
|
30.7 |
|
|
|
61.5 |
|
Indebtedness
(a) Long-Term Debt. As of December 31, 2006, Selective had outstanding long-term debt of $362.6
million that mature as shown on the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Year of |
|
Carrying |
|
Fair |
(in thousands) |
|
Maturity |
|
Amount |
|
Value |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
8.63% Senior Notes Series A |
|
|
2007 |
|
|
|
6,000 |
|
|
|
6,023 |
|
8.87% Senior Notes Series B |
|
|
2010 |
|
|
|
49,200 |
|
|
|
49,885 |
|
7.25% Senior Notes |
|
|
2034 |
|
|
|
49,887 |
|
|
|
56,010 |
|
6.70% Senior Notes |
|
|
2035 |
|
|
|
99,337 |
|
|
|
99,455 |
|
7.50% Junior Subordinated Notes |
|
|
2066 |
|
|
|
100,000 |
|
|
|
102,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable |
|
|
|
|
|
|
304,424 |
|
|
|
314,133 |
|
Senior convertible notes |
|
|
2032 |
|
|
|
57,413 |
|
|
|
105,727 |
|
Convertible subordinated debentures |
|
|
2008 |
|
|
|
765 |
|
|
|
775 |
|
The weighted average effective interest rate for Selectives outstanding long-term debt is
6.94%. 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 2006, Selective had revolving lines of credit with State Street
Corporation of $20 million and Wachovia Bank of $25 million, under which no balances were
outstanding during the year. In August 2006, these lines of credit were replaced with 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. Through December 31, 2006, no balances were
outstanding under this credit facility.
There were no borrowings in 2006 and 2005 against any of the lines of credit.
60
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, 2006 and 2005, 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, 2006. 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, 2006 and 2005, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 2006, 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, 2006, 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 28, 2007 expressed an unqualified opinion on
managements assessment of, and the effective operation of, internal control over financial
reporting.
/s/ KPMG LLP
New York, New York
February 28, 2007
61
Consolidated Balance Sheets
December 31,
|
|
|
|
|
|
|
|
|
(in thousands, except share amounts) |
|
2006 |
|
|
2005 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
Fixed maturity securities, held-to-maturity at amortized cost
(fair value: $10,073 - 2006; $13,881 - 2005) |
|
$ |
9,822 |
|
|
|
13,423 |
|
Fixed maturity securities, available-for-sale at fair value
(amortized cost: $2,916,884 - 2006;
$2,618,963 - 2005) |
|
|
2,937,100 |
|
|
|
2,645,253 |
|
Equity securities, available-for-sale at fair value
(cost of: $157,864 - 2006; $174,378 - 2005) |
|
|
307,376 |
|
|
|
327,095 |
|
Short-term investments (at cost which approximates fair value) |
|
|
197,019 |
|
|
|
185,111 |
|
Other investments |
|
|
144,785 |
|
|
|
74,663 |
|
|
|
|
|
|
|
|
Total investments (Note 4) |
|
|
3,596,102 |
|
|
|
3,245,545 |
|
Cash and cash equivalents |
|
|
6,443 |
|
|
|
2,983 |
|
Interest and dividends due or accrued |
|
|
34,846 |
|
|
|
32,579 |
|
Premiums receivable, net of allowance for uncollectible
accounts of: $3,229 - 2006; $3,908 - 2005 |
|
|
458,452 |
|
|
|
447,220 |
|
Other trade receivables, net of allowance for uncollectible
accounts of: $255 - 2006; $176 - 2005 |
|
|
21,388 |
|
|
|
16,553 |
|
Reinsurance recoverable on paid losses and loss expenses |
|
|
4,693 |
|
|
|
4,549 |
|
Reinsurance recoverable on unpaid losses and loss expenses (Note 7) |
|
|
199,738 |
|
|
|
218,248 |
|
Prepaid reinsurance premiums (Note 7) |
|
|
69,935 |
|
|
|
67,157 |
|
Current federal income tax |
|
|
468 |
|
|
|
|
|
Deferred federal income tax |
|
|
15,445 |
|
|
|
|
|
Property and Equipment at cost, net of accumulated
depreciation and amortization of:
$103,660 - 2006; $94,730 - 2005 |
|
|
59,004 |
|
|
|
53,194 |
|
Deferred policy acquisition costs (Note 2j) |
|
|
218,103 |
|
|
|
204,832 |
|
Goodwill (Note 2k) |
|
|
33,637 |
|
|
|
33,637 |
|
Other assets |
|
|
49,451 |
|
|
|
49,128 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,767,705 |
|
|
|
4,375,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Reserve for losses (Note 8) |
|
$ |
1,959,485 |
|
|
|
1,799,746 |
|
Reserve for loss expenses (Note 8) |
|
|
329,285 |
|
|
|
284,303 |
|
Unearned premiums |
|
|
791,540 |
|
|
|
752,465 |
|
Senior convertible notes (Note 9) |
|
|
57,413 |
|
|
|
115,937 |
|
Notes payable (Note 9) |
|
|
304,424 |
|
|
|
222,697 |
|
Current federal income tax |
|
|
|
|
|
|
2,293 |
|
Deferred federal income tax (Note 14) |
|
|
|
|
|
|
5,663 |
|
Commissions payable |
|
|
54,814 |
|
|
|
55,882 |
|
Accrued salaries and benefits |
|
|
94,560 |
|
|
|
68,024 |
|
Other liabilities |
|
|
98,957 |
|
|
|
87,491 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,690,478 |
|
|
|
3,394,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: 91,562,266 - 2006; 86,542,546 - 2005 |
|
|
183,124 |
|
|
|
173,085 |
|
Additional paid-in capital |
|
|
153,246 |
|
|
|
71,638 |
|
Retained earnings |
|
|
986,017 |
|
|
|
847,687 |
|
Accumulated other comprehensive income (Note 5) |
|
|
100,601 |
|
|
|
118,121 |
|
Treasury stock at cost (shares: 34,289,974 - 2006; 29,954,352 - 2005) |
|
|
(345,761 |
) |
|
|
(229,407 |
) |
Total stockholders equity (Notes 10 and 11) |
|
|
1,077,227 |
|
|
|
981,124 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 20 and 21)
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
4,767,705 |
|
|
|
4,375,625 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
62
Consolidated Statements of Income
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
1,535,961 |
|
|
|
1,459,474 |
|
|
|
1,365,148 |
|
Net increase in unearned premiums and prepaid reinsurance premiums |
|
|
(36,297 |
) |
|
|
(41,461 |
) |
|
|
(46,758 |
) |
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
|
1,499,664 |
|
|
|
1,418,013 |
|
|
|
1,318,390 |
|
Net investment income earned |
|
|
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
Net realized gains |
|
|
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
Diversified Insurance Services revenue |
|
|
110,526 |
|
|
|
98,711 |
|
|
|
86,484 |
|
Other income |
|
|
5,396 |
|
|
|
3,874 |
|
|
|
3,623 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,807,867 |
|
|
|
1,671,012 |
|
|
|
1,553,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Losses incurred |
|
|
791,955 |
|
|
|
730,618 |
|
|
|
715,509 |
|
Loss expenses incurred |
|
|
168,028 |
|
|
|
175,112 |
|
|
|
150,865 |
|
Policy acquisition costs |
|
|
478,339 |
|
|
|
437,894 |
|
|
|
408,790 |
|
Dividends to policyholders |
|
|
5,927 |
|
|
|
5,688 |
|
|
|
4,275 |
|
Interest expense |
|
|
21,411 |
|
|
|
17,582 |
|
|
|
15,466 |
|
Diversified Insurance Services expenses |
|
|
92,718 |
|
|
|
83,918 |
|
|
|
74,563 |
|
Other expenses |
|
|
28,979 |
|
|
|
17,416 |
|
|
|
11,424 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
1,587,357 |
|
|
|
1,468,228 |
|
|
|
1,380,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
|
220,510 |
|
|
|
202,784 |
|
|
|
172,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
66,717 |
|
|
|
60,130 |
|
|
|
31,705 |
|
Deferred |
|
|
(9,781 |
) |
|
|
(4,798 |
) |
|
|
13,850 |
|
|
|
|
|
|
|
|
|
|
|
Total federal income tax expense |
|
|
56,936 |
|
|
|
55,332 |
|
|
|
45,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
163,574 |
|
|
|
147,452 |
|
|
|
127,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax: $1,712 - 2005; $787 -
2004 |
|
|
|
|
|
|
3,180 |
|
|
|
1,462 |
|
Loss on disposal of discontinued operations, net of tax $(1,418) - 2005 |
|
|
|
|
|
|
(2,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations, net of tax |
|
|
|
|
|
|
546 |
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before cumulative effect of change in accounting principle |
|
|
163,574 |
|
|
|
147,998 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle, net of tax |
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income from continuing operations |
|
$ |
2.98 |
|
|
|
2.72 |
|
|
|
2.38 |
|
Basic net income from discontinued operations |
|
|
|
|
|
|
0.01 |
|
|
|
0.03 |
|
Basic cumulative effect of change in accounting principle |
|
|
|
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income |
|
$ |
2.98 |
|
|
|
2.74 |
|
|
|
2.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income from continuing operations |
|
$ |
2.65 |
|
|
|
2.33 |
|
|
|
2.01 |
|
Diluted net income from discontinued operations |
|
|
|
|
|
|
0.01 |
|
|
|
0.03 |
|
Diluted cumulative effect of change in accounting principle |
|
|
|
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income |
|
$ |
2.65 |
|
|
|
2.35 |
|
|
|
2.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
$ |
0.44 |
|
|
|
0.40 |
|
|
|
0.35 |
|
See accompanying notes to consolidated financial statements.
63
Consolidated Statements of Stockholders Equity
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
$ |
173,085 |
|
|
|
|
|
|
|
169,872 |
|
|
|
|
|
|
|
166,270 |
|
|
|
|
|
Dividend reinvestment plan
(shares: 64,072 - 2006; 63,914 - 2005; 72,604
- 2004) |
|
|
128 |
|
|
|
|
|
|
|
128 |
|
|
|
|
|
|
|
145 |
|
|
|
|
|
Convertible debentures
(shares: 3,999,128 - 2006; 72,872 - 2005;
42,646 - 2004) |
|
|
7,998 |
|
|
|
|
|
|
|
146 |
|
|
|
|
|
|
|
85 |
|
|
|
|
|
Stock purchase and compensation plans
(shares: 956,520 - 2006; 1,469,562 - 2005;
1,685,844 - 2004) |
|
|
1,913 |
|
|
|
|
|
|
|
2,939 |
|
|
|
|
|
|
|
3,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
183,124 |
|
|
|
|
|
|
|
173,085 |
|
|
|
|
|
|
|
169,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
71,638 |
|
|
|
|
|
|
|
57,356 |
|
|
|
|
|
|
|
30,148 |
|
|
|
|
|
Dividend reinvestment plan |
|
|
1,604 |
|
|
|
|
|
|
|
1,441 |
|
|
|
|
|
|
|
1,229 |
|
|
|
|
|
Convertible debentures |
|
|
51,249 |
|
|
|
|
|
|
|
113 |
|
|
|
|
|
|
|
67 |
|
|
|
|
|
Stock purchase and compensation plans |
|
|
28,755 |
|
|
|
|
|
|
|
12,728 |
|
|
|
|
|
|
|
25,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
153,246 |
|
|
|
|
|
|
|
71,638 |
|
|
|
|
|
|
|
57,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
847,687 |
|
|
|
|
|
|
|
721,483 |
|
|
|
|
|
|
|
612,208 |
|
|
|
|
|
Net income |
|
|
163,574 |
|
|
|
163,574 |
|
|
|
148,493 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
128,639 |
|
Dividends to stockholders
($0.44 per share -2006; $0.40 per share - 2005;
$0.35 per share - 2004) |
|
|
(25,244 |
) |
|
|
|
|
|
|
(22,289 |
) |
|
|
|
|
|
|
(19,364 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
986,017 |
|
|
|
|
|
|
|
847,687 |
|
|
|
|
|
|
|
721,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
118,121 |
|
|
|
|
|
|
|
154,536 |
|
|
|
|
|
|
|
148,452 |
|
|
|
|
|
Other comprehensive (loss) income, (decrease)
increase in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on investment securities,
net of deferred income tax effect of
$(2,031) - 2006; $(19,608) - 2005; |
|
|
(3,772 |
) |
|
|
(3,772 |
) |
|
|
(36,415 |
) |
|
|
(36,415 |
) |
|
|
6,084 |
|
|
|
6,084 |
|
Defined benefit pension plans, net of deferred
income tax effect of $(7,403) - 2006 (Note
16d) |
|
|
(13,748 |
) |
|
|
(13,748 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
100,601 |
|
|
|
|
|
|
|
118,121 |
|
|
|
|
|
|
|
154,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
146,054 |
|
|
|
|
|
|
|
112,078 |
|
|
|
|
|
|
|
134,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
(229,407 |
) |
|
|
|
|
|
|
(206,522 |
) |
|
|
|
|
|
|
(197,792 |
) |
|
|
|
|
Acquisition of treasury stock
(shares: 4,335,622 - 2006; 896,218 - 2005;
488,910 - 2004) |
|
|
(116,354 |
) |
|
|
|
|
|
|
(22,885 |
) |
|
|
|
|
|
|
(8,730 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
(345,761 |
) |
|
|
|
|
|
|
(229,407 |
) |
|
|
|
|
|
|
(206,522 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned stock compensation and notes
receivable from stock sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
|
|
|
|
|
|
|
|
(14,707 |
) |
|
|
|
|
|
|
(9,502 |
) |
|
|
|
|
Unearned stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,050 |
) |
|
|
|
|
Reclassification of unearned stock compensation |
|
|
|
|
|
|
|
|
|
|
14,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation expense and amounts received on notes |
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
7,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,707 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
1,077,227 |
|
|
|
|
|
|
|
981,124 |
|
|
|
|
|
|
|
882,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
64
Consolidated Statements of Cash Flows
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
25,684 |
|
|
|
21,380 |
|
|
|
16,728 |
|
Stock compensation expense |
|
|
14,524 |
|
|
|
11,361 |
|
|
|
7,790 |
|
Net realized gains |
|
|
(35,479 |
) |
|
|
(14,464 |
) |
|
|
(24,587 |
) |
Deferred tax |
|
|
(9,781 |
) |
|
|
(4,798 |
) |
|
|
13,850 |
|
Loss on disposition of discontinued operations |
|
|
|
|
|
|
2,634 |
|
|
|
|
|
Debt conversion inducement |
|
|
2,117 |
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle, net of tax |
|
|
|
|
|
|
(495 |
) |
|
|
|
|
Gain on sale of property |
|
|
|
|
|
|
|
|
|
|
(183 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in reserves for losses and loss expenses, net of reinsurance recoverable
on unpaid losses and loss expenses |
|
|
223,231 |
|
|
|
249,356 |
|
|
|
213,243 |
|
Increase in unearned premiums, net of prepaid reinsurance and advance premiums |
|
|
35,708 |
|
|
|
41,430 |
|
|
|
45,997 |
|
(Decrease) increase in net federal income tax payable |
|
|
(2,761 |
) |
|
|
585 |
|
|
|
(2,358 |
) |
(Increase) in premiums receivable |
|
|
(11,232 |
) |
|
|
(35,785 |
) |
|
|
(24,925 |
) |
(Increase) decrease in other trade receivables |
|
|
(4,835 |
) |
|
|
(6,534 |
) |
|
|
4,089 |
|
(Increase) in deferred policy acquisition costs |
|
|
(13,271 |
) |
|
|
(17,915 |
) |
|
|
(14,531 |
) |
(Increase) in interest and dividends due or accrued |
|
|
(2,280 |
) |
|
|
(4,632 |
) |
|
|
(3,946 |
) |
(Increase) decrease in reinsurance recoverable on paid losses and loss expenses |
|
|
(144 |
) |
|
|
1,292 |
|
|
|
1,885 |
|
Increase (decrease) in accrued salaries and benefits |
|
|
5,385 |
|
|
|
17,953 |
|
|
|
(6,871 |
) |
(Decrease) increase in accrued insurance expenses |
|
|
(1,566 |
) |
|
|
11,582 |
|
|
|
14,349 |
|
Other, net |
|
|
4,181 |
|
|
|
(14,605 |
) |
|
|
(2,102 |
) |
|
|
|
|
|
|
|
|
|
|
Net adjustments |
|
|
229,481 |
|
|
|
258,345 |
|
|
|
238,428 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
393,055 |
|
|
|
406,838 |
|
|
|
367,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed maturity securities, available-for-sale |
|
|
(801,647 |
) |
|
|
(779,212 |
) |
|
|
(732,042 |
) |
Purchase of equity securities, available-for-sale |
|
|
(52,429 |
) |
|
|
(47,645 |
) |
|
|
(43,785 |
) |
Purchase of other investments |
|
|
(71,486 |
) |
|
|
(26,789 |
) |
|
|
(11,272 |
) |
Purchase and adjustments of subsidiaries acquired (net of short-term
investments and cash acquired of $4,890 in 2004) |
|
|
|
|
|
|
|
|
|
|
(407 |
) |
Purchase of short-term investments |
|
|
(2,290,937 |
) |
|
|
(1,907,686 |
) |
|
|
(1,202,013 |
) |
Net proceeds from sale of subsidiary |
|
|
376 |
|
|
|
14,785 |
|
|
|
|
|
Sale of fixed maturity securities, available-for-sale |
|
|
306,044 |
|
|
|
181,279 |
|
|
|
219,944 |
|
Sale of short-term investments |
|
|
2,279,055 |
|
|
|
1,821,231 |
|
|
|
1,126,399 |
|
Redemption and maturities of fixed maturity securities, held-to-maturity |
|
|
3,635 |
|
|
|
27,616 |
|
|
|
31,632 |
|
Redemption and maturities of fixed maturity securities, available-for-sale |
|
|
187,608 |
|
|
|
209,377 |
|
|
|
175,458 |
|
Sale of equity securities, available-for-sale |
|
|
108,382 |
|
|
|
54,487 |
|
|
|
59,362 |
|
Proceeds from other investments |
|
|
8,350 |
|
|
|
9,975 |
|
|
|
9,147 |
|
Purchase of property and equipment |
|
|
(18,670 |
) |
|
|
(9,558 |
) |
|
|
(11,756 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(341,719 |
) |
|
|
(452,140 |
) |
|
|
(379,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
|
(22,831 |
) |
|
|
(19,908 |
) |
|
|
(17,331 |
) |
Acquisition of treasury stock |
|
|
(116,354 |
) |
|
|
(22,885 |
) |
|
|
(8,730 |
) |
Proceeds from issuance of notes payable, net of issuance costs |
|
|
96,263 |
|
|
|
99,310 |
|
|
|
49,880 |
|
Principal payments of notes payable |
|
|
(18,300 |
) |
|
|
(24,000 |
) |
|
|
(24,000 |
) |
Net proceeds from stock purchase and compensation plans |
|
|
11,560 |
|
|
|
11,919 |
|
|
|
12,380 |
|
Excess tax benefits from share-based payment arrangements |
|
|
3,903 |
|
|
|
3,783 |
|
|
|
|
|
Debt conversion inducement |
|
|
(2,117 |
) |
|
|
|
|
|
|
|
|
Proceeds received on notes receivable from stock sales |
|
|
|
|
|
|
66 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(47,876 |
) |
|
|
48,285 |
|
|
|
12,254 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
3,460 |
|
|
|
2,983 |
|
|
|
(12 |
) |
Cash and cash equivalents, beginning of year |
|
|
2,983 |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
6,443 |
|
|
|
2,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flows Information |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
21,391 |
|
|
|
16,984 |
|
|
|
15,450 |
|
Federal income tax |
|
|
65,575 |
|
|
|
57,476 |
|
|
|
34,850 |
|
Supplemental schedule of non-cash financing activity: |
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible debentures |
|
|
58,534 |
|
|
|
258 |
|
|
|
153 |
|
See accompanying notes to consolidated financial statements.
65
Notes to Consolidated Financial Statements
December 31, 2006, 2005, and 2004
Note 1 Organization
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. (the Parent) was incorporated in New Jersey in 1977
and its main offices are located in Branchville, New Jersey. The Parents Common Stock is publicly
traded on the NASDAQ Global Select MarketÒ 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 20 states in the Eastern and Midwestern United States, and has at least one
company licensed to do business in each of the 50 states; |
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Investments; and |
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Diversified Insurance Services, which provide human resource administration outsourcing
products and services, and federal flood insurance administrative services. |
During 2004, Selective purchased a property and casualty insurance company, domiciled in Maine,
with approximately $5.0 million in surplus that was not writing any business at the time of
acquisition, for $5.3 million. Separate pro forma information of this acquisition has not been
presented, as management has determined that this acquisition is not material.
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) accounting principles generally
accepted in the United States of America (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 to maturity.
Premiums expected and discounts arising from the purchase of mortgage-backed securities are
amortized to the expected maturity 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, 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
accumulated other comprehensive income (loss). 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, carried at cost which approximates fair value. The associated income is
included in Net investment income earned.
66
Other investments are comprised of limited partnerships and other miscellaneous securities,
including limited liability companies. Our limited partnership investments are carried using the
equity method. The Companys share of distributed and undistributed net income from limited
partnerships is included in Net investment income earned. Our investment in other miscellaneous
securities are generally accounted for using the estimated fair value, because the Companys
interests are so minor that it exercises virtually no influence over operating and financial
policies. The Companys 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 is recorded as an unrealized gain or loss, of which these items net of tax are
included in accumulated other comprehensive income (loss).
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. 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. Our assessment for other-than-temporary
impairment of fixed maturity securities, includes, but is not limited to, the evaluation of the
following factors:
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Whether the decline appears to be issuer or industry specific; |
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The degree to which an issuer is current or in arrears in making principal and
interest payments on the fixed maturity securities in question; |
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The issuers current financial condition and its ability to make future scheduled
principal and interest payments on a timely basis; |
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Buy/hold/sell recommendations published by outside investment advisors and analysts; |
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Relevant rating history, analysis and guidance provided by rating agencies and analysts; |
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The length of time and the extent to which the fair value has
been less than carrying value; and |
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Our ability and intent to hold a security to maturity given interest rate fluctuations. |
Our evaluation for other-than-temporary impairment of equity securities and alternative
investments, includes, but is not limited to, the evaluation of the following factors:
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Whether the decline appears to be issuer or industry specific; |
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The relationship of market prices per share to book value per share at the date of
acquisition and date of evaluation; |
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The price-earnings ratio at the time of acquisition and date of evaluation; |
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The financial condition and near-term prospects of the issuer, including any
specific events that may influence the issuers operations; |
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The recent income or loss of the issuer; |
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The independent auditors report on the issuers recent financial statements; |
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The dividend policy of the issuer at the date of acquisition and the date of evaluation; |
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Any buy/hold/sell recommendations or price projections published by outside investment advisors; |
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Any rating agency announcements; and |
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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 were used by Selective in estimating its fair value
disclosures for financial instruments:
(1) Investments: Fair values for fixed maturity and equity securities are based on quoted
market prices where available, or from independent pricing services. Other investments are
comprised of limited partnerships and other miscellaneous securities, including limited liability
companies and equity securities. Our limited partnership investments are carried using the equity
method. Our investment in other miscellaneous securities are generally accounted for at estimated
fair value with changes in estimated fair value associated with these investments recorded as an
unrealized gain or loss, in AOCI.
(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 values of the 8.63% Senior Notes due May 4, 2007,
and the 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 loan.
See Note 6 for a summary table of the fair value and related carrying amounts of financial
instruments.
67
(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 the 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 supercedes 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 a performance criteria, is based on the number of
shares/units expected to be issued at the end of the performance
period. Prior to the adoption of FAS 123R, Selective accounted for its share-based
compensation in accordance with the intrinsic value method prescribed by APB 25 as was permitted by
FAS 123, wherein compensation cost is recognized over the explicit service period. The explicit
service period is typically the lesser of the vesting period or the period of time from the grant
date to the date of actual retirement, which was the practice for awards granted prior to the
adoption of FAS 123R. Share-based compensation granted prior to the adoption of FAS 123R continues
to be recognized over the remaining explicit service period. The impact on Selectives results of
operations or financial condition for the change in the period over which expense is recognized is
not material.
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 $14.7 million to Additional
Paid-in Capital.
The following table shows a pro forma reconciliation of net income reported under APB 25 to pro
forma net income and earnings per share under FAS 123 for the year ended December 31, 2004:
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($ in thousands, except per share amounts) |
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Net income, as reported |
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$ |
128,639 |
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Add: Stock-based compensation reported in net
income, net of related tax effect |
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5,288 |
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Deduct: Total stock-based compensation expense
determined under fair value-based method
for all awards, net of related tax effects |
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(5,545 |
) |
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Pro forma net income |
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$ |
128,382 |
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Net income per share: |
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Basic as reported |
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$ |
2.41 |
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Basic pro forma |
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2.40 |
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Diluted as reported |
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2.04 |
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Diluted pro forma |
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2.04 |
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(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. 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,
68
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 4.4% for 2006 and 2005, and 4.6% for 2004. Deferred
policy acquisition costs amortized to expense were $443.3 million for 2006, $400.6 million for
2005, and $372.2 million for 2004.
(j) Goodwill
Goodwill results from business acquisitions where the cost of assets acquired exceeds the fair
value of those assets. 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 2006, 2005, or 2004.
(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 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. Such salvage and subrogation amounted to $49.6
million for 2006 and $46.5 million for 2005.
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.
69
(l) Revenue Recognition
Our Insurance Subsidiaries record net premiums written, which include direct 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.
SHRS 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. SHRS accounts for its revenues using the accrual method of accounting. Under the
accrual method of accounting, SHRS recognizes its revenues ratably over the payroll period as
worksite employees perform their service at the client worksite.
(m) Dividends to Policyholders
Selective establishes reserves for dividends to policyholders on certain 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. The expense recognized for these
dividends was $5.9 million for 2006, $5.7 million for 2005, and $4.3 million in 2004. 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. At December 31, 2006, the Company changed its
definition of cash equivalents for presentation in the statement of cash flows. The Company
previously defined short-term investments with original maturities of 90 days or less to be cash
equivalents for statement of cash flow purposes. The Company changed its policy to exclude
short-term investments from cash equivalents. The Company believes the revised policy is
preferable because these short-term investments are in alignment with the way short-term
investments are managed and are now included in investing activities in the statement of cash
flows. Prior year balances in the statement of cash flows have been restated, which had the effect
of increasing net cash used in investing activities by $77.8 million and $75.6 million for the
years ended December 31, 2005 and 2004, respectively. The increase in cash used in investing
activities for the year ended December 31, 2005, includes $68 million of Variable Rate Demand Notes
incorrectly classified as cash equivalents.
(p) Reclassifications
Certain amounts in Selectives prior years Financial Statements and related footnotes have been
reclassified. The December 31, 2005 amounts reflected on the consolidated balance sheets include
the following reclassifications: (i) $11.7 million of other investments that have been
reclassified from equity securities; (ii) $8.6 million of short-term investments that have been
reclassified from available for sale fixed maturity securities; and (iii) $18.0 million of premiums
receivable that have been reclassified from commissions payable. Such reclassifications had no
effect on Selectives net income, stockholders equity, or cash flows.
Note 3 Adoption of Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards 123 (revised 2004), Share-Based Payment (FAS 123R), which requires that
compensation expense be measured on the income statement for all share-based payments (including
employee stock options) at grant date fair value of the
equity instruments. Selectives January 1, 2005 adoption of this accounting pronouncement resulted
in an after-tax cumulative effect of change in accounting principle benefit of $0.5 million due to
the requirement to estimate the impact of expected forfeitures at the grant date in the first
quarter of 2005.
70
In February 2006, the FASB issued FAS 155, Accounting for Certain Hybrid Financial Instruments an
amendment of FASB Statements No. 133 and 140 (FAS 155), to clarify and/or amend previous
accounting standards relating to certain derivatives embedded in other financial instruments (known
as hybrid financial instruments). 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.
FAS 155 is effective for financial instruments acquired, issued, or subject to a remeasurement
event occurring after December 31, 2006. During the fourth
quarter of 2006, the 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. Selective is currently evaluating the applicability of FAS 155 on its operations.
In June 2006, the FASB issued 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 in the evaluation of a tax position to be used in 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 of the position, 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 ultimate 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. FIN 48 is effective for years beginning after December 15, 2006
and its implementation is not expected to have a material impact on the results of operations or
financial condition of the Company.
In September 2006, the FASB issued Statement No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans an amendment to FASB Statements No. 87, 88 ,106, and
132(R) (FAS 158), which requires employers to recognize on their balance sheets the funded status
of pension and other postretirement benefit plans as of December 31, 2006 for calendar year public
companies. FAS 158 will also require fiscal year-end measurements of plan assets and benefit
obligations, eliminating the use of earlier measurement dates that are currently permissible. As
Selective currently measures assets and benefit obligations as of each December 31, the measurement
date change of FAS 158 will not have an impact on the Company. The requirement to recognize the
funded status on the balance sheet has resulted in an after-tax charge of $13.7 million to
accumulated other comprehensive income, which is a component of stockholders equity.
In September 2006, the SEC issued staff accounting bulletin No. 108, Considering the effects of
prior year misstatements when quantifying misstatements in current year financial statements (SAB
108), to address diversity in practice in quantifying financial statement misstatements and the
potential under current practice for the build-up of improper amounts on the balance sheet. SAB
108 concludes that an adjustment would be required to a registrants financial statements when
either the iron curtain or rollover approach results in quantifying a misstatement that is
material, after considering all relevant quantitative and qualitative factors. Selective has
applied the guidance of SAB 108 with respect to the December 2006 financial statements and will
continue to do so prospectively. An adjustment to the current financial statements was not
required as a result of applying this guidance.
Note 4 Investments
(a) Net unrealized gains (losses) on investments included in other comprehensive income by asset
class at December 31, are as follows:
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|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Fixed maturity securities |
|
$ |
20,216 |
|
|
|
26,290 |
|
|
|
78,716 |
|
Equity securities |
|
|
149,512 |
|
|
|
152,717 |
|
|
|
157,764 |
|
Other investments |
|
|
6,193 |
|
|
|
2,717 |
|
|
|
1,267 |
|
|
|
|
|
|
|
|
|
|
|
Total net unrealized gains |
|
|
175,921 |
|
|
|
181,724 |
|
|
|
237,747 |
|
Deferred income tax expense |
|
|
(61,572 |
) |
|
|
(63,603 |
) |
|
|
(83,211 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains, net of deferred income tax |
|
$ |
114,349 |
|
|
|
118,121 |
|
|
|
154,536 |
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in net unrealized gains, net of deferred income tax expense |
|
$ |
(3,772 |
) |
|
|
(36,415 |
) |
|
|
6,084 |
|
|
|
|
|
|
|
|
|
|
|
71
(b) The amortized cost, estimated fair values, and unrealized gains (losses) of
held-to-maturity fixed maturity securities at December 31, 2006 and 2005, respectively, were as
follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
Obligations of states and political subdivisions |
|
$ |
13,388 |
|
|
|
456 |
|
|
|
|
|
|
|
13,844 |
|
Mortgage-backed securities |
|
|
35 |
|
|
|
2 |
|
|
|
|
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity fixed maturity securities |
|
$ |
13,423 |
|
|
|
458 |
|
|
|
|
|
|
|
13,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) The cost/amortized cost, estimated fair values, and unrealized gains (losses) of
available-for-sale securities at December 31, 2006 and 2005, respectively, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost/ |
|
|
|
|
|
|
|
|
|
|
2006 |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost/ |
|
|
|
|
|
|
|
|
|
|
2005 |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
|
U.S. government and government agencies |
|
$ |
206,738 |
|
|
|
6,771 |
|
|
|
(867 |
) |
|
|
212,642 |
|
Obligations of states and political subdivisions |
|
|
1,480,464 |
|
|
|
11,544 |
|
|
|
(9,007 |
) |
|
|
1,483,001 |
|
Corporate securities |
|
|
393,885 |
|
|
|
12,628 |
|
|
|
(1,495 |
) |
|
|
405,018 |
|
Asset-backed securities |
|
|
23,334 |
|
|
|
196 |
|
|
|
(91 |
) |
|
|
23,439 |
|
Mortgage-backed securities |
|
|
514,542 |
|
|
|
9,572 |
|
|
|
(2,961 |
) |
|
|
521,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale fixed maturity securities |
|
|
2,618,963 |
|
|
|
40,711 |
|
|
|
(14,421 |
) |
|
|
2,645,253 |
|
Available-for-sale equity securities |
|
|
174,378 |
|
|
|
153,213 |
|
|
|
(496 |
) |
|
|
327,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
2,793,341 |
|
|
|
193,924 |
|
|
|
(14,917 |
) |
|
|
2,972,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) The following tables summarize, for all securities in an unrealized loss position at
December 31, 2006 and December 31, 2005, 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:
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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
76,468 |
|
|
|
(503 |
) |
|
|
9,956 |
|
|
|
(364 |
) |
|
|
86,424 |
|
|
|
(867 |
) |
Obligations of states and political subdivisions |
|
|
768,817 |
|
|
|
(7,269 |
) |
|
|
81,999 |
|
|
|
(1,738 |
) |
|
|
850,816 |
|
|
|
(9,007 |
) |
Corporate securities |
|
|
47,799 |
|
|
|
(699 |
) |
|
|
15,933 |
|
|
|
(796 |
) |
|
|
63,732 |
|
|
|
(1,495 |
) |
Asset-backed securities |
|
|
5,770 |
|
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
5,770 |
|
|
|
(91 |
) |
Mortgage-backed securities |
|
|
228,628 |
|
|
|
(2,456 |
) |
|
|
16,231 |
|
|
|
(505 |
) |
|
|
244,859 |
|
|
|
(2,961 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities |
|
|
1,127,482 |
|
|
|
(11,018 |
) |
|
|
124,119 |
|
|
|
(3,403 |
) |
|
|
1,251,601 |
|
|
|
(14,421 |
) |
Equity securities |
|
|
9,439 |
|
|
|
(496 |
) |
|
|
|
|
|
|
|
|
|
|
9,439 |
|
|
|
(496 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities in a temporary unrealized
loss position |
|
$ |
1,136,921 |
|
|
|
(11,514 |
) |
|
|
124,119 |
|
|
|
(3,403 |
) |
|
|
1,261,040 |
|
|
|
(14,917 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006, Selective held (i) 339 fixed maturity securities, with a fair value of
$1,190.0 million in an unrealized loss position of $12.5 million; (ii) seven equity securities in
an unrealized loss position, with a fair value of $8.1 million and an unrealized loss of $0.4
million; and (iii) one security in other investments with an unrealized loss of $0.1 million and an
estimated fair value of 6.9 million. Of these 347 securities, 345 had fair values no less than 95%
of their cost basis. The remaining 2 securities had fair values between 70% and 87% 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
of future periods.
(e) The amortized cost and estimated fair value of fixed maturity securities at December 31, 2006,
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 |
|
$ |
4,368 |
|
|
|
4,431 |
|
Due after one year through five years |
|
|
5,114 |
|
|
|
5,223 |
|
Due after five years through ten years |
|
|
340 |
|
|
|
419 |
|
|
|
|
|
|
|
|
Total held-to-maturity fixed maturity securities |
|
$ |
9,822 |
|
|
|
10,073 |
|
|
|
|
|
|
|
|
Listed below are available-for-sale fixed maturity securities:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Amortized Cost |
|
|
Fair Value |
|
|
|
Due in one year or less |
|
$ |
230,250 |
|
|
|
230,293 |
|
Due after one year through five years |
|
|
1,324,812 |
|
|
|
1,330,796 |
|
Due after five years through ten years |
|
|
1,261,875 |
|
|
|
1,272,871 |
|
Due after ten years through fifteen years |
|
|
99,947 |
|
|
|
103,140 |
|
Due after fifteen years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturity securities |
|
$ |
2,916,884 |
|
|
|
2,937,100 |
|
|
|
|
|
|
|
|
(f) Certain investments were on deposit with various state regulatory agencies to comply with
insurance laws and had carrying values of $25.3 million as of December 31, 2006 and $28.2 million
as of December 31, 2005.
(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 $19.3 million at
December 31, 2006 and $23.2 million at December 31, 2005.
73
(h) Other investments include the following at December 31:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
|
Limited partnerships |
|
$ |
93,880 |
|
|
|
62,975 |
|
Other securities |
|
|
50,905 |
|
|
|
11,688 |
|
|
|
|
|
|
|
|
Total other investments |
|
$ |
144,785 |
|
|
|
74,663 |
|
|
|
|
|
|
|
|
At December 31, 2006, Selective has contractual obligations that expire at various dates
through 2021 to further invest up to $110.5 million in limited partnerships. 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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Fixed maturity securities |
|
$ |
128,771 |
|
|
|
117,987 |
|
|
|
107,719 |
|
Equity securities |
|
|
9,898 |
|
|
|
8,873 |
|
|
|
7,454 |
|
Short-term investments |
|
|
7,806 |
|
|
|
2,749 |
|
|
|
641 |
|
Other investments |
|
|
13,746 |
|
|
|
8,579 |
|
|
|
6,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,221 |
|
|
|
138,188 |
|
|
|
122,394 |
|
Investment expenses |
|
|
(3,419 |
) |
|
|
(2,238 |
) |
|
|
(1,854 |
) |
|
|
|
|
|
|
|
|
|
|
Net investment income earned |
|
$ |
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
|
|
|
|
|
|
|
|
|
|
(j) The components of net realized gains (losses) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Held-to-maturity fixed maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
$ |
16 |
|
|
|
106 |
|
|
|
184 |
|
Available-for-sale fixed maturity
securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
2,460 |
|
|
|
1,468 |
|
|
|
4,922 |
|
Losses |
|
|
(6,756 |
) |
|
|
(4,196 |
) |
|
|
(5,313 |
) |
Available-for-sale equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Gains |
|
|
43,542 |
|
|
|
21,149 |
|
|
|
26,851 |
|
Losses |
|
|
(3,783 |
) |
|
|
(4,063 |
) |
|
|
(2,057 |
) |
|
|
|
|
|
|
|
|
|
|
Total net realized gains |
|
$ |
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale of available-for-sale securities were $422.0 million during 2006,
$235.8 million during 2005, and $279.3 million during 2004. There were no realized losses from
investment write-downs in 2006. There was $1.2 million in realized losses from investment write
downs for 2005 and no investment write downs recorded in 2004.
Note 5 Other Comprehensive Income
The components of comprehensive income, both gross and net of tax, for 2006, 2005, and 2004 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
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 gains |
|
|
(5,803 |
) |
|
|
(2,031 |
) |
|
|
(3,772 |
) |
Defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of FAS 158 |
|
|
(21,151 |
) |
|
|
(7,403 |
) |
|
|
(13,748 |
) |
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plans net |
|
|
(21,151 |
) |
|
|
(7,403 |
) |
|
|
(13,748 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
193,556 |
|
|
|
47,502 |
|
|
|
146,054 |
|
|
|
|
|
|
|
|
|
|
|
74
\
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Gross |
|
|
Tax |
|
|
Net |
|
|
|
Net Income |
|
$ |
174,981 |
|
|
|
46,342 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
Components of other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the period |
|
|
33,187 |
|
|
|
11,615 |
|
|
|
21,572 |
|
Previous unrealized gains currently realized in net income |
|
|
(23,828 |
) |
|
|
(8,340 |
) |
|
|
(15,488 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
9,359 |
|
|
|
3,275 |
|
|
|
6,084 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
184,340 |
|
|
|
49,617 |
|
|
|
134,723 |
|
|
|
|
|
|
|
|
|
|
|
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, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
(in thousands) |
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity |
|
$ |
9,822 |
|
|
|
10,073 |
|
|
|
13,423 |
|
|
|
13,881 |
|
Available-for-sale |
|
|
2,937,100 |
|
|
|
2,937,100 |
|
|
|
2,645,253 |
|
|
|
2,645,253 |
|
Equity securities |
|
|
307,376 |
|
|
|
307,376 |
|
|
|
327,095 |
|
|
|
327,095 |
|
Short-term investments |
|
|
197,019 |
|
|
|
197,019 |
|
|
|
185,111 |
|
|
|
185,111 |
|
Other investments |
|
|
144,785 |
|
|
|
144,785 |
|
|
|
74,663 |
|
|
|
74,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.63% Senior Notes Series A |
|
|
6,000 |
|
|
|
6,023 |
|
|
|
12,000 |
|
|
|
12,150 |
|
8.87% Senior Notes Series B |
|
|
49,200 |
|
|
|
49,885 |
|
|
|
61,500 |
|
|
|
62,919 |
|
7.25% Senior Notes |
|
|
49,887 |
|
|
|
56,010 |
|
|
|
49,883 |
|
|
|
53,823 |
|
6.70% Senior Notes |
|
|
99,337 |
|
|
|
99,455 |
|
|
|
99,314 |
|
|
|
101,943 |
|
7.50% Junior Notes |
|
|
100,000 |
|
|
|
102,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable |
|
|
304,424 |
|
|
|
314,133 |
|
|
|
222,697 |
|
|
|
230,835 |
|
Senior convertible notes |
|
|
57,413 |
|
|
|
105,727 |
|
|
|
115,937 |
|
|
|
204,350 |
|
Convertible subordinated debentures |
|
|
765 |
|
|
|
775 |
|
|
|
775 |
|
|
|
5,813 |
|
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. See Note 2(e) for the methods and assumptions used by Selective in
estimating the fair values of its financial instruments.
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 reinsurance credit standing and other relevant factors to
determine collectibility of reinsurance recoverables. The allowance for reinsurance recoverable on
unpaid losses and loss
75
expenses was $2.7 million at December 31, 2006 and $3.5 million at December 31, 2005. The
allowance for reinsurance recoverable on paid losses and loss expenses was $0.5 million at both
December 31, 2006 and December 31, 2005.
A trust fund in the amount of $30.4 million at December 31, 2006 and $30.2 million at December 31,
2005 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., exceeding the
available trust fund, represent 13.5% or $32.1 million as of December 31, 2006 and 14% or $34.3
million as of December 31, 2005 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 61% 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 $65.6 million as of December 31, 2006 and December 31, 2005 to
New Jersey Unsatisfied Claims Judgment Fund. Selective also ceded $78.9 million as of December 31,
2006 and $90.6 million as of December 31, 2005 to the National Flood Insurance Program.
Under Selectives reinsurance arrangements, which are all 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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Premiums written: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,660,177 |
|
|
|
1,572,180 |
|
|
|
1,467,863 |
|
Assumed |
|
|
33,916 |
|
|
|
44,843 |
|
|
|
41,041 |
|
Ceded |
|
|
(158,132 |
) |
|
|
(157,549 |
) |
|
|
(143,756 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,535,961 |
|
|
|
1,459,474 |
|
|
|
1,365,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,619,009 |
|
|
|
1,523,205 |
|
|
|
1,419,371 |
|
Assumed |
|
|
36,009 |
|
|
|
43,464 |
|
|
|
37,328 |
|
Ceded |
|
|
(155,354 |
) |
|
|
(148,656 |
) |
|
|
(138,309 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,499,664 |
|
|
|
1,418,013 |
|
|
|
1,318,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
1,021,133 |
|
|
|
1,001,762 |
|
|
|
964,243 |
|
Assumed |
|
|
28,344 |
|
|
|
38,689 |
|
|
|
32,560 |
|
Ceded |
|
|
(89,494 |
) |
|
|
(134,721 |
) |
|
|
(130,429 |
) |
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
959,983 |
|
|
|
905,730 |
|
|
|
866,374 |
|
|
|
|
|
|
|
|
|
|
|
Assumed premiums written and earned decreased in 2006 compared to 2005 primarily due to
reduction in mandatory pool assumptions. Ceded written premiums increased in 2006 compared to
2005, primarily due to increases in flood premiums that are 100% ceded to the National Flood
Insurance Program, as well as increases in reinsurance costs. Offsetting the increase in the flood
premiums was the termination of the New Jersey Homeowners Property 75% Quota Share treaty (Quota
Share Treaty) effective January 1, 2006. In 2005, ceded written premiums were $21.1 million and
ceded earned premiums were $20.4 million for the Quota Share Treaty. The Quota Share Treaty
termination was effective as of January 1, 2006 and there was no prospective coverage for 2006.
Consequently in 2006, Selective received a return of premium of $11.3 million previously ceded to
this treaty and still unearned as of December 31, 2005. The overall effect of the termination of
this treaty was to reduce ceded written premiums by $32.4 million for 2006 compared to 2005 and
ceded earned premiums by $20.4 million for 2006 compared to 2005. The flood ceded premiums and
losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
2005 |
|
2004 |
|
|
Ceded premiums written |
|
$ |
(120,003 |
) |
|
|
(93,660 |
) |
|
|
(77,957 |
) |
Ceded premiums earned |
|
|
(106,214 |
) |
|
|
(85,276 |
) |
|
|
(70,914 |
) |
Ceded losses and loss expenses incurred |
|
|
(56,653 |
) |
|
|
(108,729 |
) |
|
|
(79,880 |
) |
76
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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Gross reserves for losses and loss expenses, at beginning of year |
|
$ |
2,084,049 |
|
|
|
1,835,217 |
|
|
|
1,587,813 |
|
Less: reinsurance recoverable on unpaid loss and loss expenses, at beginning of year |
|
|
218,248 |
|
|
|
218,772 |
|
|
|
184,611 |
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss expenses, at beginning of year |
|
|
1,865,801 |
|
|
|
1,616,445 |
|
|
|
1,403,202 |
|
|
|
|
|
|
|
|
|
|
|
Incurred losses and loss expenses for claims occurring in the: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
967,272 |
|
|
|
900,658 |
|
|
|
861,474 |
|
Prior years |
|
|
(7,289 |
) |
|
|
5,072 |
|
|
|
4,900 |
|
|
|
|
|
|
|
|
|
|
|
Total incurred losses and loss expenses |
|
|
959,983 |
|
|
|
905,730 |
|
|
|
866,374 |
|
|
|
|
|
|
|
|
|
|
|
Paid losses and loss expenses for claims occurring in the: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
268,173 |
|
|
|
233,969 |
|
|
|
238,612 |
|
Prior years |
|
|
468,579 |
|
|
|
422,405 |
|
|
|
414,519 |
|
|
|
|
|
|
|
|
|
|
|
Total paid losses and loss expenses |
|
|
736,752 |
|
|
|
656,374 |
|
|
|
653,131 |
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss expenses, at end of year |
|
|
2,089,032 |
|
|
|
1,865,801 |
|
|
|
1,616,445 |
|
Add: Reinsurance recoverable on unpaid loss and loss expenses, at end of year |
|
|
199,738 |
|
|
|
218,248 |
|
|
|
218,772 |
|
|
|
|
|
|
|
|
|
|
|
Gross reserves for losses and loss expenses at end of year |
|
$ |
2,288,770 |
|
|
|
2,084,049 |
|
|
|
1,835,217 |
|
|
|
|
|
|
|
|
|
|
|
The net loss and loss expense reserves increased by $223.2 million in 2006, $249.4 million in
2005, and $213.2 million in 2004. These changes 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.
The Company 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 our commercial
automobile, workers compensation, and personal automobile lines of business partially offset by
adverse development in our 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 the State 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 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.
The Company experienced adverse development in its loss and loss expense reserves totaling $5.1
million in 2005. Through our internal actuarial reviews, we 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, we 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, we increased personal
automobile reserves by approximately $10 million, of which $6.0 million was attributable to prior
year development due to an adverse judicial ruling by the New Jersey Supreme Court, which
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). The reserving action was based on an analysis of our claim files and loss
experience pre- and post-AICRA, which resulted in an increase to our New Jersey personal automobile
loss projections.
In 2004, the Company experienced adverse development in its loss and loss expense reserves totaling
$4.9 million. This development was driven by an increase to our loss reserves in the general
liability and workers compensation lines of business of $3.5 million, which was the result of
rating agency downgrades of certain reinsurers during 2004, and reductions in expected bond
subrogation recoveries in our bond line of business of $2.0 million. In addition, we had net
favorable
77
emergence of $0.6 million from our other lines of business, which was primarily the result of
increases to our loss reserves for our general liability line of business of approximately $19
million, offset by decreases to our loss reserves for our commercial automobile line of business of
approximately $20 million and minor development in other lines. The adverse development in the
general liability line of business was mainly due to our contractor completed operations business.
Prior to 2002, we had more exposure to faulty workmanship and materials for both the general
contractors and subcontractors and inadequate limits on subcontractors. After 2002, we took
extensive underwriting actions to limit our exposure. The positive development in the commercial
automobile line of business was driven by a reduction in claim frequency and severity. The most
significant adverse development came from accident years 1999 and 2000, which was offset by
favorable development from accident years 2002 and 2003.
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, 2006, Selectives reserves for environmental claims amounted to $50.7 million on a
gross basis (including case reserves of $20.2 million and IBNR reserves of $30.5 million) and $46.5
million on a net basis (including case reserves of $19.7 million and IBNR reserves of $26.7
million). There are a total of 2,575 environmental claims, including multiple claimants who are
associated with the same site or incident. Of these, 2,273 are asbestos related, of which 859
involve three insureds. The total case reserves associated with these three insureds amounted to
$0.9 million on a gross and net basis. During 2006, 174 asbestos claims were closed, which
accounted for approximately $0.2 million of the total asbestos paid of $1.0 million. The total
case reserves for asbestos related claims amounted to
$6.9 million on a gross and net basis. Sixty-six of the total environmental claims involve seven landfill sites. The landfill sites account for
case reserves of $8.1 million on a gross and net basis. The remaining claims, which account for
$5.1 million of case reserves on a gross and $4.7 million on a net basis, involve leaking
underground storage tanks and other latent environmental exposures.
The following table details our exposures to various environmental claims:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
($ in millions) |
|
Gross |
|
|
Net |
|
|
|
Asbestos |
|
$ |
14.2 |
|
|
|
12.9 |
|
Landfill sites |
|
|
16.3 |
|
|
|
15.8 |
|
Other* |
|
|
20.2 |
|
|
|
17.8 |
|
|
|
|
|
|
|
|
Total |
|
$ |
50.7 |
|
|
|
46.5 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Consists of leaking underground storage tanks, and other latent environmental exposures. |
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.
78
The following table provides a roll-forward of gross and net environmental incurred losses and loss
expenses and related reserves thereon:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
(in thousands) |
|
Gross |
|
|
Net |
|
|
Gross |
|
|
Net |
|
|
Gross |
|
|
Net |
|
|
|
Asbestos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
13,113 |
|
|
|
11,813 |
|
|
|
10,602 |
|
|
|
9,302 |
|
|
|
9,245 |
|
|
|
6,945 |
|
Incurred losses and loss expenses |
|
|
2,083 |
|
|
|
1,327 |
|
|
|
3,703 |
|
|
|
3,702 |
|
|
|
1,815 |
|
|
|
2,815 |
|
Less losses and loss expenses paid |
|
|
(1,032 |
) |
|
|
(277 |
) |
|
|
(1,192 |
) |
|
|
(1,191 |
) |
|
|
(458 |
) |
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
14,164 |
|
|
|
12,863 |
|
|
|
13,113 |
|
|
|
11,813 |
|
|
|
10,602 |
|
|
|
9,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Asbestos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
32,513 |
|
|
|
30,013 |
|
|
|
31,674 |
|
|
|
29,174 |
|
|
|
33,019 |
|
|
|
29,519 |
|
Incurred losses and loss expenses |
|
|
7,357 |
|
|
|
6,534 |
|
|
|
3,716 |
|
|
|
2,834 |
|
|
|
8,345 |
|
|
|
5,756 |
|
Less losses and loss expenses paid |
|
|
(3,323 |
) |
|
|
(2,932 |
) |
|
|
(2,877 |
) |
|
|
(1,995 |
) |
|
|
(9,690 |
) |
|
|
(6,101 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
36,547 |
|
|
|
33,615 |
|
|
|
32,513 |
|
|
|
30,013 |
|
|
|
31,674 |
|
|
|
29,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Environmental Claims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the beginning of year |
|
$ |
45,626 |
|
|
|
41,826 |
|
|
|
42,276 |
|
|
|
38,476 |
|
|
|
42,264 |
|
|
|
36,464 |
|
Incurred losses and loss expenses |
|
|
9,440 |
|
|
|
7,861 |
|
|
|
7,419 |
|
|
|
6,536 |
|
|
|
10,160 |
|
|
|
8,571 |
|
Less losses and loss expenses paid |
|
|
(4,355 |
) |
|
|
(3,209 |
) |
|
|
(4,069 |
) |
|
|
(3,186 |
) |
|
|
(10,148 |
) |
|
|
(6,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves for losses and loss expenses at the end of year |
|
$ |
50,711 |
|
|
|
46,478 |
|
|
|
45,626 |
|
|
|
41,826 |
|
|
|
42,276 |
|
|
|
38,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on its aggregate reserve for net losses and loss expenses at December 31, 2006,
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. The increase in paid losses in 2004 for non-asbestos
environmental claims includes final payment for two large outstanding claims that were included in
Selectives 2003 case reserves.
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 are 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.
Interest on the Convertible Notes is payable semi-annually at a rate of 1.6155% beginning March 24,
2003 until September 24, 2009, to holders of record at the close of business on the preceding March
9 or September 9, respectively. After that date, cash interest will not be paid on the Convertible
Notes prior to maturity unless contingent cash interest becomes payable. Contingent cash interest
becomes payable if the average market price of a Convertible Note for the applicable five trading
day period equals 120% or more of the sum of the Convertible Notes issue price, accrued original
issue discount and accrued cash interest, if any, for a Convertible Note to the day immediately
preceding the relevant six-month period. The contingent cash interest payable per Convertible Note
in respect of any quarterly period within any six-month period will equal the greater of: (a) any
regular cash dividends per share paid by Selective on its Common Stock during that quarterly period
multiplied by the then applicable conversion rate and (b) $0.08 multiplied by 25.9566.
On October 26, 2004, in accordance with the provisions of the Indenture dated September 24, 2002
covering the Convertible Notes (the Convertible Notes Indenture), Selectives Board of Directors
voted to permanently waive the stock price contingency provision, which was satisfied for the
quarters ended March 31, 2004 and June 30, 2004, when the price of Selectives Common Stock
maintained a 20% premium to the conversion price of $14.65, or $17.58, for 20 of 30 consecutive
trading days ending on the last day of each of these respective quarters.
The Convertible Notes are 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. The holders of the Convertible Notes may
require Selective to purchase all or a portion of their Convertible Notes on September 24, 2009,
2012, 2017, 2022, or 2027 at stated prices plus accrued cash interest, if any, to the purchase
date. Selective may pay the purchase price in cash or shares of Selectives Common Stock or in a
combination of cash and shares of Selectives Common Stock.
79
Between May 3 and 4, 2006, Selective separately negotiated two private transactions under Section
3(a)(9) of the Securities Act of 1933, as amended, through which it exchanged a total of 153,961 of
the Convertible Notes, representing approximately $58.5 million of the $115.9 million carrying
value outstanding at the time of conversion for 3,996,304 shares of Selective Insurance Group, Inc.
Common Stock, and cash. Selective incurred additional expense of $2.1 million, which represents
the incremental consideration in connection with the transactions, and charged the unamortized debt
costs of $1.5 million to stockholders equity as part of the equity issuance transaction. No
conversions occurred during 2005. If the remaining Convertible Notes were converted, Selective
would be required to issue 4.0 million shares of Common Stock.
Selective has various covenants under the Convertible Notes Indenture dated September 24, 2002,
which include, but are not limited to, timely payment of securities, timely filing of SEC and other
reports, and compliance with securities laws upon purchase of securities.
(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 ten 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 will be 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 the Companys 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 deployed 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.
Selective has paid $24.0 million in principal to date, in addition to accrued interest thereon for
the 8.63% Senior Notes. One remaining principal payment of $6.0 million is required on May 4,
2007. The principal amount of these senior notes, which was $6.0 million at December 31, 2006 and
$12.0 million at December 31, 2005, accrues interest and is payable semiannually on May 4 and
November 4 of each year, until the principal is paid in full.
Selective has paid $12.3 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 $49.2 million at December 31,
2006 and $61.5 million at December 31, 2005, 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 8.63% and 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 2006 and 2005. At December 31, 2006, the amount available for dividends
to stockholders under such restrictions was $384.2 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 principal amount of the Debentures, which was
$0.8 million at 2006 and 2005, including any accrued interest thereon, is due on January 1, 2008
and is included in other liabilities on the consolidated balance sheets.
80
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.
(d) Short-Term Debt
At December 31, 2005, Selective had revolving lines of credit with State Street Corporation of
$20.0 million and Wachovia Bank of $25.0 million which expired during the third quarter of 2006.
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. There have been no borrowings under this
credit agreement through December 31, 2006.
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 the Companys 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 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.
Effective April 26, 2005, the Board of Directors: (i) approved a new plan to repurchase up to 10.0
million shares of Selective Common Stock through April 26, 2007; and (ii) cancelled the then
existing stock repurchase program, under which Selective was authorized to repurchase 4.8 million
shares through November 30, 2005. Under the new plan, Selective has repurchased approximately 4.1
million shares at a cost of $110.1 million during 2006 and 670,000 shares at a cost of $16.3
million during 2005. In 2004, under the previous plan, Selective acquired 282,000 shares at a cost
of $4.9 million.
Selective maintains a dividend reinvestment plan (the DRP). On November 18, 2003, Selective
registered with the SEC 2,025,746 shares of Selectives Common Shares with the SEC for the DRP, of
which 25,746 were previously registered unissued shares. At December 31, 2006, 1,705,638 shares of
Selectives Common Stock were available for issuance under the DRP. Shares purchased under the DRP
are issued at fair value. As of December 31, 2006, Selective had an additional 13.9 million shares
reserved for various stock compensation and purchase plans, retirement plans, and convertible debt
offerings.
In conjunction with restricted stock vestings and option exercises, Selective repurchased 229,000
shares at a cost of $6.2 million in 2006, 226,000 shares at a cost of $6.6 million in 2005, and
206,000 shares at a cost of $3.8 million in 2004.
Selectives ability to declare and pay dividends on its Common Stock is affected by the ability of
its subsidiaries to declare and pay dividends to the parent holding company. The dividends from
SHRS are restricted by the operating cash flows of this entity, as well as professional employer
organization licensing requirements to maintain a current ratio of at least 1:1. The dividends
from the Insurance Subsidiaries are subject to the regulatory limitations of the states in which
the Insurance Subsidiaries are domiciled: New Jersey, New York, North Carolina, South Carolina, or
Maine.
In each such jurisdictions, domestic insurers are prohibited from paying extraordinary dividends
without approval of the insurance commissioner of the respective state. Additionally, New Jersey,
North Carolina, and South Carolina require notice of the declaration of any ordinary or
extraordinary dividend distribution. During the notice period, the relevant state regulatory
authority may disallow all or part of the proposed dividend if it determines that the insurers
surplus, with regard to policyholders, is not reasonable in relation to the insurers outstanding
liabilities and adequate for its financial needs.
Based on the unaudited 2006 statutory financial statements, the maximum ordinary dividends that can
be paid to Selective by the Insurance Subsidiaries in 2007 are:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
|
Selective Insurance Company of America |
|
$ |
78.1 |
|
Selective Way Insurance Company |
|
|
27.6 |
|
Selective Insurance Company of South Carolina |
|
|
11.8 |
|
Selective Insurance Company of the Southeast |
|
|
9.5 |
|
Selective Insurance Company of New York |
|
|
7.1 |
|
Selective Insurance Company of New England |
|
|
1.2 |
|
Selective Auto Insurance Company of New Jersey |
|
|
6.6 |
|
|
|
|
|
Total |
|
$ |
141.9 |
|
|
|
|
|
81
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.
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 ten (10) days after an announcement that a person or group has acquired 15% or more of
Selectives outstanding Common Stock (an Acquiring Person) or ten (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 and 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), 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) |
|
2006 |
|
|
2005 |
|
|
|
Diversified Insurance Services goodwill |
|
$ |
25,788 |
|
|
|
25,788 |
|
Insurance Operations goodwill |
|
|
7,849 |
|
|
|
7,849 |
|
|
|
|
|
|
|
|
Total goodwill |
|
$ |
33,637 |
|
|
|
33,637 |
|
|
|
|
|
|
|
|
Selectives Insurance Operations and Diversified Insurance Services segments are subject to
geographic concentration. Approximately 33% of net premiums written are related to insurance
policies written in New Jersey and 38% of SHRSs
82
co-employer service fees are related to business in Florida. Substantially all of Selectives
remaining revenues come from the states of Connecticut, Delaware, Georgia, Illinois, Indiana, Iowa,
Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, North Carolina, Ohio, Pennsylvania,
Rhode Island, South Carolina, Virginia, and Wisconsin. Consequently, changes to economic or
regulatory conditions in these states could adversely affect Selective.
Selective and its subsidiaries also provide services to each other in the normal course of
business. These transactions totaled $19.3 million in 2006, $19.4 million in 2005, and $28.5
million in 2004. 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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Insurance Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial automobile net premiums earned |
|
$ |
319,921 |
|
|
|
320,080 |
|
|
|
303,645 |
|
Workers compensation net premiums earned |
|
|
314,174 |
|
|
|
293,268 |
|
|
|
263,473 |
|
General liability net premiums earned |
|
|
402,745 |
|
|
|
363,513 |
|
|
|
309,288 |
|
Commercial property net premiums earned |
|
|
182,351 |
|
|
|
168,282 |
|
|
|
152,579 |
|
Business owners policy net premiums earned |
|
|
48,500 |
|
|
|
46,708 |
|
|
|
49,570 |
|
Bonds net premiums earned |
|
|
17,466 |
|
|
|
16,026 |
|
|
|
13,035 |
|
Other net premiums earned |
|
|
719 |
|
|
|
789 |
|
|
|
901 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial lines net premiums earned |
|
|
1,285,876 |
|
|
|
1,208,666 |
|
|
|
1,092,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile net premiums earned |
|
|
146,737 |
|
|
|
164,805 |
|
|
|
185,375 |
|
Homeowners net premiums earned |
|
|
59,334 |
|
|
|
37,706 |
|
|
|
34,370 |
|
Other net premiums earned |
|
|
7,717 |
|
|
|
6,836 |
|
|
|
6,154 |
|
|
|
|
|
|
|
|
|
|
|
Total personal lines net premiums earned |
|
|
213,788 |
|
|
|
209,347 |
|
|
|
225,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous income |
|
|
5,390 |
|
|
|
3,768 |
|
|
|
3,515 |
|
|
|
|
|
|
|
|
|
|
|
Total insurance operations revenues |
|
|
1,505,054 |
|
|
|
1,421,781 |
|
|
|
1,321,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
Net realized gains on investments |
|
|
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
|
|
|
|
|
|
|
|
Total investment revenues |
|
|
192,281 |
|
|
|
150,414 |
|
|
|
145,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Insurance Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Human resource administration outsourcing |
|
|
63,322 |
|
|
|
60,227 |
|
|
|
53,710 |
|
Flood insurance |
|
|
41,522 |
|
|
|
34,320 |
|
|
|
29,169 |
|
Other |
|
|
5,682 |
|
|
|
4,164 |
|
|
|
3,605 |
|
|
|
|
|
|
|
|
|
|
|
Total diversified insurance services revenues from continuing
operations |
|
|
110,526 |
|
|
|
98,711 |
|
|
|
86,484 |
|
|
|
|
|
|
|
|
|
|
|
Total all segments |
|
|
1,807,861 |
|
|
|
1,670,906 |
|
|
|
1,553,516 |
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
6 |
|
|
|
106 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
1,807,867 |
|
|
|
1,671,012 |
|
|
|
1,553,624 |
|
|
|
|
|
|
|
|
|
|
|
83
Income or (loss) from continuing operations before federal income tax by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Insurance Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial lines underwriting income |
|
$ |
63,482 |
|
|
|
75,671 |
|
|
|
42,836 |
|
Personal lines underwriting loss |
|
|
(5,504 |
) |
|
|
(5,943 |
) |
|
|
(2,068 |
) |
|
|
|
|
|
|
|
|
|
|
Underwriting income, before federal income tax |
|
|
57,978 |
|
|
|
69,728 |
|
|
|
40,768 |
|
GAAP combined ratio |
|
|
96.1 |
% |
|
|
95.1 |
|
|
|
96.9 |
|
Statutory combined ratio |
|
|
95.4 |
% |
|
|
94.6 |
|
|
|
95.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
156,802 |
|
|
|
135,950 |
|
|
|
120,540 |
|
Net realized gains on investments |
|
|
35,479 |
|
|
|
14,464 |
|
|
|
24,587 |
|
|
|
|
|
|
|
|
|
|
|
Total investment income, before federal income tax |
|
|
192,281 |
|
|
|
150,414 |
|
|
|
145,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Insurance Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
|
17,808 |
|
|
|
14,793 |
|
|
|
11,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total all segments |
|
|
268,067 |
|
|
|
234,935 |
|
|
|
197,816 |
|
Interest expense |
|
|
(21,411 |
) |
|
|
(17,582 |
) |
|
|
(15,466 |
) |
General corporate expenses |
|
|
(26,146 |
) |
|
|
(14,569 |
) |
|
|
(9,618 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, before federal income tax |
|
$ |
220,510 |
|
|
|
202,784 |
|
|
|
172,732 |
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
Income |
|
|
Shares |
|
|
Per Share |
|
(in thousands, except per share amounts) |
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
$ |
127,177 |
|
|
|
53,462 |
|
|
$ |
2.38 |
|
Net income from discontinued operations |
|
|
1,462 |
|
|
|
53,462 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
128,639 |
|
|
|
53,462 |
|
|
$ |
2.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock |
|
|
|
|
|
|
1,988 |
|
|
|
|
|
8.75% convertible subordinated debentures |
|
|
60 |
|
|
|
300 |
|
|
|
|
|
4.25% senior convertible notes |
|
|
3,203 |
|
|
|
7,916 |
|
|
|
|
|
Stock options |
|
|
|
|
|
|
870 |
|
|
|
|
|
Deferred shares |
|
|
|
|
|
|
220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
130,440 |
|
|
|
64,756 |
|
|
$ |
2.01 |
|
Net income from discontinued operations |
|
|
1,462 |
|
|
|
64,756 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
and assumed conversions |
|
$ |
131,902 |
|
|
|
64,756 |
|
|
$ |
2.04 |
|
|
|
|
|
|
|
|
|
|
|
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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Tax at statutory rate of 35% |
|
$ |
77,178 |
|
|
|
70,974 |
|
|
|
60,456 |
|
Tax-advantaged interest |
|
|
(17,911 |
) |
|
|
(14,334 |
) |
|
|
(10,178 |
) |
Dividends received deduction |
|
|
(2,019 |
) |
|
|
(2,152 |
) |
|
|
(2,150 |
) |
Other |
|
|
(312 |
) |
|
|
844 |
|
|
|
(2,573 |
) |
|
|
|
|
|
|
|
|
|
|
Federal income tax expense |
|
$ |
56,936 |
|
|
|
55,332 |
|
|
|
45,555 |
|
|
|
|
|
|
|
|
|
|
|
The other benefit in 2004 was primarily due to a reduction to the Companys current federal
income taxes payable as a result of a favorable resolution of an IRS appeals issue. The IRS had
attempted to disallow, on a consolidated basis, a deduction for interest expense incurred by the
Parent while its Insurance Subsidiaries held municipal bonds. A notice that the issue was resolved
in the Companys favor was received on September 30, 2004, at which time the benefit was
recognized.
(b) The tax effects of the significant temporary differences that give rise to deferred tax assets
and liabilities are as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net loss reserve discounting |
|
$ |
93,466 |
|
|
|
87,520 |
|
Net unearned premiums |
|
|
50,553 |
|
|
|
48,014 |
|
Employee Benefits |
|
|
10,695 |
|
|
|
1,275 |
|
Long-term incentive compensation plans |
|
|
10,575 |
|
|
|
6,027 |
|
Other |
|
|
5,052 |
|
|
|
5,313 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
170,341 |
|
|
|
148,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Deferred policy acquisition costs |
|
|
76,333 |
|
|
|
71,688 |
|
Unrealized gains on available-for-sale securities |
|
|
61,572 |
|
|
|
63,603 |
|
Accelerated depreciation |
|
|
8,434 |
|
|
|
8,223 |
|
Other |
|
|
8,557 |
|
|
|
10,298 |
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
154,896 |
|
|
|
153,812 |
|
|
|
|
|
|
|
|
Deferred federal income tax asset (liability) |
|
$ |
15,445 |
|
|
|
(5,663 |
) |
|
|
|
|
|
|
|
Based on our federal tax loss carryback availability and expected levels of pre-tax financial
statement income and federal taxable income, we believe that it is more likely than not that the
existing deductible temporary differences will reverse during periods in which we generate net
federal taxable income or have 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 in the amounts of $13.5 million at December 31, 2006, $9.6 million at December
31, 2005, and $5.9 million at December 31, 2004.
85
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 and $1.5
million in 2004 from the operations of CHN Solutions prior to divestiture. Taxes on these
operating profits amounted to $1.7 million in 2005 and $0.8 million in 2004.
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 |
|
2004 |
|
Net revenue |
|
$ |
25,791 |
|
|
|
17,912 |
|
Pre-tax profit |
|
|
4,893 |
|
|
|
2,249 |
|
After-tax profit |
|
|
3,180 |
|
|
|
1,462 |
|
Loss on disposition, net of tax |
|
|
(2,634 |
) |
|
|
|
|
Intercompany transactions related to the discontinued operations are as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2005 |
|
2004 |
|
Net revenue |
|
$ |
|
|
|
|
10,649 |
|
Pre-tax profit |
|
|
|
|
|
|
725 |
|
After-tax profit |
|
|
|
|
|
|
471 |
|
Note 16 Retirement Plans
(a) Retirement Plan for Nonemployee Directors
Selective terminated, effective December 31, 1997, a nonqualified defined benefit retirement income
plan for nonemployee 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
resulted in a reclassification of $1.3 million to Additional Paid-in Capital on the consolidated
balance sheet for these deferred shares. At December 31, 2006 and December 31, 2005, Additional
Paid-in Capital for these deferred shares was $1.1 million.
86
(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 the Company 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, the Company matches, dollar for
dollar, up to 2% of the employees base pay contributions. In addition, the Company 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.
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 21,472 during 2006, 29,572
during 2005, and 23,460 during 2004. The number of shares of Selectives Common Stock available to
be purchased under the Retirement Savings Plan was 1,546,168 at December 31, 2006.
Two additional defined contribution plans are maintained by SHRS, which does not participate in
Selectives defined contribution plan. The maximum allowable employee contribution to these plans
is 75% of defined compensation.
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 $4.4 million in 2006, $4.0 million in 2005,
and $3.4 million in 2004.
(c) Deferred Compensation Plan
Selective offers a nonqualifed 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% 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 2006, 2005, or 2004. 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.
The Company contributed $0.1 million in 2006, $0.4 million in 2005 and $0.3 million in 2004 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 Company contributions
under the Retirement Savings Plan as discussed above.
87
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 $5,000 per retiree. Those individuals
retiring 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 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. The estimated cost of these benefits is
accrued over the working lives of those employees expected to qualify for such benefits.
The incremental effect of applying FAS 158 on individual line items in the Consolidated Balance
Sheet is presented in the following table:
Incremental Effect of Applying FASB Statement No. 158
On Individual Line Items in the Consolidated Balance Sheet
December 31, 2006
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before |
|
|
|
|
|
After |
|
|
Application of |
|
|
|
|
|
Application of |
|
|
Statement 158 |
|
Adjustments |
|
Statement 158 |
Deferred federal income tax |
|
$ |
8,042 |
|
|
|
7,403 |
|
|
|
15,445 |
|
Other assets |
|
|
58,693 |
|
|
|
(9,242 |
) |
|
|
49,451 |
|
Total assets |
|
|
4,769,544 |
|
|
|
(1,839 |
) |
|
|
4,767,705 |
|
Accrued salaries and benefits |
|
|
91,821 |
|
|
|
2,739 |
|
|
|
94,560 |
|
Other liabilities |
|
|
89,787 |
|
|
|
9,170 |
|
|
|
98,957 |
|
Total liabilities |
|
|
3,678,569 |
|
|
|
11,909 |
|
|
|
3,690,478 |
|
Accumulated other comprehensive income |
|
|
114,349 |
|
|
|
(13,748 |
) |
|
|
100,601 |
|
Total stockholders equity |
|
$ |
1,090,975 |
|
|
|
(13,748 |
) |
|
|
1,077,227 |
|
88
The effects of adopting FAS 158 are applied prospectively, while prior year information
remains unchanged.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
|
Postretirement Plan |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
2005 |
|
|
Change in Benefit Obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, beginning of year |
|
$ |
148,137 |
|
|
|
130,335 |
|
|
|
7,554 |
|
|
|
6,715 |
|
Service cost |
|
|
7,345 |
|
|
|
6,911 |
|
|
|
339 |
|
|
|
384 |
|
Interest cost |
|
|
8,061 |
|
|
|
7,502 |
|
|
|
472 |
|
|
|
392 |
|
Actuarial (gains) losses |
|
|
(10,310 |
) |
|
|
6,418 |
|
|
|
488 |
|
|
|
270 |
|
Benefits paid |
|
|
(3,290 |
) |
|
|
(3,029 |
) |
|
|
(243 |
) |
|
|
(207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, end of year |
|
$ |
149,943 |
|
|
|
148,137 |
|
|
|
8,610 |
|
|
|
7,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value of Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets, beginning of year |
|
$ |
121,785 |
|
|
|
110,083 |
|
|
|
|
|
|
|
|
|
Actual return on plan assets (net of expenses) |
|
|
13,194 |
|
|
|
6,659 |
|
|
|
|
|
|
|
|
|
Contributions by the employer to funded plans |
|
|
4,150 |
|
|
|
8,000 |
|
|
|
|
|
|
|
|
|
Contributions by the employer to unfunded plans |
|
|
72 |
|
|
|
72 |
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(3,290 |
) |
|
|
(3,029 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets, end of year |
|
$ |
135,911 |
|
|
|
121,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
$ |
(14,032 |
) |
|
|
(26,352 |
) |
|
|
(8,610 |
) |
|
|
(7,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Consolidated Balance
Sheet: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
|
|
|
|
12,132 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
(14,032 |
) |
|
|
(2,008 |
) |
|
|
(8,610 |
) |
|
|
(7,791 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension liability, end of year |
|
$ |
(14,032 |
) |
|
|
10,124 |
|
|
|
(8,610 |
) |
|
|
(7,791 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Accumulated Other
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
$ |
926 |
|
|
|
|
|
|
|
(267 |
) |
|
|
|
|
Net actuarial loss |
|
|
19,967 |
|
|
|
|
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,893 |
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information as of December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation |
|
$ |
125,005 |
|
|
|
122,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information for Pension Plans with an
Accumulated Benefit
Obligation in Excess of Plan Assets as of
December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation |
|
$ |
3,836 |
|
|
|
3,502 |
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation |
|
|
2,658 |
|
|
|
2,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Liability Assumptions as of
December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.90 |
% |
|
|
5.50 |
|
|
|
5.90 |
|
|
|
5.50 |
|
Rate of compensation increase |
|
|
4.00 |
% |
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
|
Postretirement Plan |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Components of Net Periodic
Benefit Cost and
Other Amounts Recognized in Other
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
7,345 |
|
|
|
6,911 |
|
|
|
6,235 |
|
|
|
339 |
|
|
|
384 |
|
|
|
347 |
|
Interest cost |
|
|
8,061 |
|
|
|
7,502 |
|
|
|
7,259 |
|
|
|
472 |
|
|
|
392 |
|
|
|
369 |
|
Expected return on plan assets |
|
|
(9,753 |
) |
|
|
(9,286 |
) |
|
|
(6,687 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrecognized
prior service cost |
|
|
150 |
|
|
|
150 |
|
|
|
212 |
|
|
|
(32 |
) |
|
|
(32 |
) |
|
|
(32 |
) |
Amortization of unrecognized net
(gain) loss |
|
|
1,682 |
|
|
|
1,198 |
|
|
|
1,164 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
7,485 |
|
|
|
6,475 |
|
|
|
8,183 |
|
|
|
804 |
|
|
|
744 |
|
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Changes in Plan Assets and
Benefit
Obligations Recognized in Other
Comprehensive
Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of FAS 158 |
|
|
20,893 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other
comprehensive income |
|
|
20,893 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic
benefit cost and other
comprehensive income |
|
$ |
28,378 |
|
|
|
6,475 |
|
|
|
8,183 |
|
|
|
1,062 |
|
|
|
744 |
|
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated net actuarial loss, prior service cost, and transition obligation for the
defined benefit pension plan that will be amortized from accumulated other comprehensive income
into net periodic benefit cost during the 2007 fiscal year are $0.5 million, $0.2 million, and $0,
respectively. The estimated net actuarial loss, prior service cost, and transition obligation for
the postretirement life insurance plan that will be amortized from accumulated other comprehensive
income into net periodic benefit cost during the 2007 fiscal year are $0, $(32,000), and $0,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Income Plan |
|
Postretirement Plan |
(in thousands) |
|
2006 |
|
2005 |
|
2004 |
|
2006 |
|
2005 |
|
2004 |
|
Weighted-Average Expense
Assumptions
for the years ended December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.50 |
% |
|
|
5.75 |
|
|
|
6.25 |
|
|
|
5.50 |
|
|
|
5.75 |
|
|
|
6.25 |
|
Expected return on plan assets |
|
|
8.00 |
% |
|
|
8.00 |
|
|
|
8.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate of compensation increase |
|
|
4.00 |
% |
|
|
4.00 |
|
|
|
5.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
|
|
5.00 |
|
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
Postretirement |
(in thousands) |
|
Income Plan |
|
Plan |
|
Benefits Expected to be Paid in Future
|
|
|
|
|
|
|
|
|
Fiscal Years: |
|
|
|
|
|
|
|
|
2007 |
|
|
3,766 |
|
|
|
275 |
|
2008 |
|
|
4,149 |
|
|
|
287 |
|
2009 |
|
|
4,611 |
|
|
|
300 |
|
2010 |
|
|
5,078 |
|
|
|
316 |
|
2011 |
|
|
5,600 |
|
|
|
332 |
|
2012-2016 |
|
|
40,054 |
|
|
|
1,981 |
|
The funded status was recognized in the consolidated balance sheet for 2006, while the 2005
consolidated balance sheet reflects the amounts required to be recognized prior to the adoption of
FAS 158.
Selectives measurement date was December 31, 2006 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 7.8% annualized 10-year return and 9.2%
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 2007 and has kept its expected return on plan assets at 8.0% after examining recent market
conditions and trends.
Selectives 2006 discount rate used to value the liability is 5.9% 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
90
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 |
% |
|
|
25-35 |
% |
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:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Equity securities and funds |
|
|
49 |
% |
|
|
45 |
|
Fixed income securities and funds |
|
|
27 |
|
|
|
25 |
|
Alternative investments |
|
|
21 |
|
|
|
17 |
|
Cash and short-term investments |
|
|
3 |
|
|
|
13 |
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
|
|
|
|
|
|
|
|
The Retirement Income Plan had no investments in the Common Stock of the Company at December
31, 2006 and 2005.
Note 17 Incentive Compensation Plans
Selective has incentive compensation plans in which employees are eligible to participate based on
corporate and individual performance goals. The total compensation costs charged to expense in
connection with the plans were $26.5 million in 2006, $21.8 million in 2005, and $16.7 million in
2004.
Note 18 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 2006, Selective issued, net
of forfeitures, 309,218 restricted shares and granted options to purchase 88,940 shares. As of
December 31, 2006, 3,179,474 shares of Selectives Common Stock remain available for issuance
pursuant to outstanding stock options and restricted stock awards granted under the Stock Plan.
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 2006, Selective issued 79,384 cash units, net of forfeitures of 728.
91
Stock Option Plan II
As of December 31, 2006, 625,808 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. Selective experienced restricted forfeitures under Stock Option Plan II of 984
shares during 2006, 13,600 shares during 2005, and 29,076 shares during 2004.
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, 346 restricted shares from the DRP
reserves during 2006, 5,892 restricted shares during 2005, and 13,828 restricted shares during
2004.
Stock Option Plan III
As of December 31, 2006, there were 473,730 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, and options to purchase 209,200 shares without
SARs during 2004.
Selective also granted 626,216 restricted shares during 2005, and 657,368 restricted shares during
2004, and experienced forfeitures of 61,446 shares during 2006, 48,030 shares during 2005, and
54,868 shares during 2004. During the vesting period, dividends earned on restricted shares are
reinvested in Selectives Common Stock at fair value. Selective issued, net of forfeitures, 24,446
restricted shares from the DRP reserves during 2006, 27,042 restricted shares during 2005, and
20,010 restricted shares during 2004.
Stock Option Plan for Directors
As of December 31, 2006, 468,000 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, and 60,000 options during 2004.
Stock Compensation Plan for Nonemployee Directors
As of December 31, 2006, there were 95,250 shares of the Common Stock available for issuance
pursuant to outstanding stock option awards under the Stock Compensation Plan for Nonemployee
Directors, under which future grants ceased being available with the approval of the Stock Plan.
Under the Stock Compensation Plan for Nonemployee 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, and 27,548 shares during 2004 under this plan.
Employee Stock Purchase Savings Plan
Under Selectives Employee Stock Purchase Savings Plan (ESPP), there were 359,496 shares of
Common Stock available for purchase as of December 31, 2006. 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 88,310 shares to employees during 2006, 88,758 shares during 2005,
and 99,560 shares during 2004.
92
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 2,936,110 shares of Common Stock available for purchase as of December 31,
2006. 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 153,478 in 2006,
158,856 in 2005, and 173,772 in 2004 and charged to expense $0.4 million in 2006, $0.4 million in
2005, and $0.3 million in 2004.
A summary of the stock option transactions under Selectives share-based payment plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic Value |
|
|
|
of shares |
|
|
Price |
|
|
Life in Years |
|
|
($ in thousands) |
|
|
Outstanding at December 31, 2005 |
|
|
1,579,046 |
|
|
$ |
13.48 |
|
|
|
|
|
|
|
|
|
Granted 2006 |
|
|
89,230 |
|
|
|
28.46 |
|
|
|
|
|
|
|
|
|
Exercised 2006 |
|
|
408,640 |
|
|
|
12.23 |
|
|
|
|
|
|
|
|
|
Forfeited or expired 2006 |
|
|
9,600 |
|
|
|
9.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
1,250,036 |
|
|
$ |
14.99 |
|
|
|
5.2 |
|
|
$ |
17,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
1,164,576 |
|
|
$ |
14.00 |
|
|
|
5.0 |
|
|
$ |
17,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised was $6.1 million at December 31, 2006, $7.4
million at December 31, 2005, and $6.8 million at December 31, 2004.
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, 2006 |
|
|
2,044,676 |
|
|
$ |
16.46 |
|
Granted 2006 |
|
|
318,458 |
|
|
|
28.46 |
|
Vested 2006 |
|
|
426,986 |
|
|
|
11.75 |
|
Forfeited 2006 |
|
|
71,670 |
|
|
|
18.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested restricted stock awards at December 31, 2006 |
|
|
1,864,478 |
|
|
$ |
19.49 |
|
|
|
|
|
|
|
|
As of December 31, 2006, total unrecognized compensation cost related to nonvested restricted
stock awards granted under Selectives stock plans was $12.0 million. That cost is expected to be
recognized over a weighted-average period of 1.8 years. The total fair value of restricted stock
vested was $11.7 million for 2006, $10.9 million for 2005, and $5.1 million for 2004. In
connection with the restricted stock vestings, the total fair
value of the DRP shares that also vested was $0.9 million during 2006, $1.0 million during 2005,
and $0.6 million during 2004.
93
At December 31, 2006, the liability recorded in connection with Selectives Cash Incentive Plan was
$5.8 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 1.8 years. During
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 |
|
|
2006 |
|
2005 |
|
2004 |
|
2006 |
|
2005 |
|
2004 |
|
Risk-free interest
rate |
|
|
4.78 |
% |
|
|
2.94 |
% |
|
|
1.31 |
% |
|
|
4.55 |
% |
|
|
3.99 |
% |
|
|
3.60 |
% |
Expected term |
|
6 months |
|
|
6 months |
|
|
6 months |
|
|
6 years |
|
|
7 years |
|
|
7 years |
|
Dividend yield |
|
|
1.6 |
% |
|
|
1.6 |
% |
|
|
2.0 |
% |
|
|
1.5 |
% |
|
|
1.7 |
% |
|
|
1.9 |
% |
Expected volatility |
|
|
19 |
% |
|
|
27 |
% |
|
|
26 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
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 2006, 2005, and 2004 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Stock options |
|
$ |
8.01 |
|
|
|
6.57 |
|
|
|
4.83 |
|
Restricted stock |
|
|
28.46 |
|
|
|
22.57 |
|
|
|
17.42 |
|
Directors stock compensation plan |
|
|
26.87 |
|
|
|
23.54 |
|
|
|
18.05 |
|
Employee stock purchase plan (ESPP): |
|
|
|
|
|
|
|
|
|
|
|
|
Six month option |
|
|
1.58 |
|
|
|
1.59 |
|
|
|
1.14 |
|
15% of grant date market value |
|
|
4.19 |
|
|
|
3.50 |
|
|
|
2.69 |
|
|
|
|
|
|
|
|
|
|
|
Total ESPP |
|
$ |
5.77 |
|
|
|
5.09 |
|
|
|
3.83 |
|
Agent stock purchase plan: |
|
|
|
|
|
|
|
|
|
|
|
|
Discount of grant date market value |
|
|
2.71 |
|
|
|
2.45 |
|
|
|
1.90 |
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense charged against net income before tax was $20.1 million at
December 31, 2006 with a corresponding income tax benefit of $6.7 million. Share-based
compensation expense that was charged against net income before cumulative effect of change in
accounting principle before tax was $11.0 million at December 31, 2005 with a corresponding income
tax benefit of $3.3 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. Share-based compensation expense that was charged against income before tax was
$8.1 million for the year ended December 31, 2004 with a corresponding income tax benefit of $2.8
million.
Note 19 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 was $0.2 million at December 31, 2006 and $0.3 million at December 31,
2005. These 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 SHRS, 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.
94
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 $9.5 million in 2006, $10.2
million in 2005, and $9.9 million in 2004. In return, Selectives Insurance Subsidiaries
paid commissions to Rue Insurance of $1.9 million in 2006, $1.9 million in 2005, and $1.8
million in 2004. |
|
|
|
|
Rue Insurance placed human resource outsourcing contracts with SHRS resulting in
revenues to SHRS of $62,000 in 2006, $64,000 in 2005, and $57,000 in 2004. In return,
SHRS paid commissions to Rue Insurance of $14,000 in 2006, $15,000 in 2005, and $13,000
in 2004. |
|
|
|
|
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
2006, $0.6 million in 2005, and $1.4 million in 2004. |
|
|
|
|
Selective paid reinsurance commissions of $0.2 million in 2006, 2005, and 2004 to PL,
LLC. PL, LLC is an insurance fund administrator of which Rue Insurance owns 20% and
which places reinsurance through a Selective Insurance Subsidiary. |
Note 20 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, 2006,
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 $9.6 million in 2006, $10.0 million in 2005, and $9.7 million in
2004.
In addition, certain leases for rented premises and equipment are noncancelable, and liability for
payment will continue even though the space or equipment may no longer be in use.
At December 31, 2006, the total future minimum rental commitments under noncancelable leases was
$24.8 million and such yearly amounts are as follows:
|
|
|
|
|
($ in millions) |
|
|
|
|
|
2007 |
|
$ |
8.9 |
|
2008 |
|
|
6.6 |
|
2009 |
|
|
4.4 |
|
2010 |
|
|
2.8 |
|
2011 |
|
|
1.5 |
|
After 2011 |
|
|
0.6 |
|
|
|
|
|
Total minimum payment required |
|
$ |
24.8 |
|
|
|
|
|
(c) At December 31, 2006, Selective has contractual obligations that expire at various dates
through 2021 to invest up to an additional $110.5 million in limited partnerships. There is no
certainty that any such additional investment will be required.
Note 21 Litigation
In the ordinary course of conducting business, Selective Insurance Group, Inc. and its subsidiaries
are named as defendants in various legal proceedings. Some of these lawsuits attempt to establish
liability under insurance contracts issued by our insurance subsidiaries. Plaintiffs in these
lawsuits are seeking money damages that, in some cases, are extra-contractual in nature or they are
seeking to have the court direct the activities of Selectives operations in certain ways.
Although the ultimate outcome of these matters is not presently determinable, Selective does not
believe that the total amounts that it will ultimately have to pay, if any, in all of these
lawsuits in the aggregate will have a material adverse effect on its financial condition, results
of operations, or liquidity.
Note 22 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
95
insurance departments of domicile have adopted the NAIC Accounting Practices and
Procedures manual, version as of March 2006, in its entirety, as a component of prescribed or
permitted practices.
Selectives combined statutory capital and surplus of the Insurance Subsidiaries was $1,030.1
million (unaudited) in 2006 and $930.6 million in 2005. Selectives combined statutory net income
of the Insurance Subsidiaries was $164.2 million (unaudited) in 2006, $140.2 million in 2005, and
$135.0 million in 2004.
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 2006 unaudited statutory financial statements, their combined total
adjusted capital exceeded the authorized control level RBC by 5.4:1, as defined by the NAIC.
96
Quarterly Financial
Information1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited, in thousands, |
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
except per share data) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Net premiums written |
|
$ |
431,989 |
|
|
|
396,778 |
|
|
|
395,621 |
|
|
|
369,621 |
|
|
|
401,426 |
|
|
|
383,402 |
|
|
|
306,925 |
|
|
|
309,673 |
|
Net premiums earned |
|
|
370,157 |
|
|
|
342,740 |
|
|
|
374,755 |
|
|
|
350,452 |
|
|
|
377,572 |
|
|
|
361,062 |
|
|
|
377,180 |
|
|
|
363,759 |
|
Net investment income earned |
|
|
36,002 |
|
|
|
32,362 |
|
|
|
37,390 |
|
|
|
32,747 |
|
|
|
38,891 |
|
|
|
32,755 |
|
|
|
44,519 |
|
|
|
38,086 |
|
Net realized gains |
|
|
7,367 |
|
|
|
4,598 |
|
|
|
14,487 |
|
|
|
559 |
|
|
|
3,948 |
|
|
|
4,379 |
|
|
|
9,677 |
|
|
|
4,928 |
|
Diversified Insurance Services
revenue from continuing
operations2 |
|
|
27,278 |
|
|
|
23,485 |
|
|
|
27,550 |
|
|
|
24,481 |
|
|
|
29,284 |
|
|
|
26,903 |
|
|
|
26,415 |
|
|
|
23,842 |
|
Diversified Insurance Services
net income from continuing
operations2 |
|
|
2,359 |
|
|
|
1,467 |
|
|
|
2,754 |
|
|
|
2,461 |
|
|
|
3,943 |
|
|
|
3,390 |
|
|
|
2,791 |
|
|
|
2,526 |
|
Net income from continuing
operations2 |
|
|
39,978 |
|
|
|
35,008 |
|
|
|
41,996 |
|
|
|
30,967 |
|
|
|
38,056 |
|
|
|
38,560 |
|
|
|
43,543 |
|
|
|
42,917 |
|
Total discontinued operations,
net of tax2 |
|
|
|
|
|
|
598 |
|
|
|
|
|
|
|
1,111 |
|
|
|
|
|
|
|
717 |
|
|
|
|
|
|
|
(1,879 |
) |
Cumulative effect of change in
accounting principle, net of
tax3 |
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
39,978 |
|
|
|
36,101 |
|
|
|
41,996 |
|
|
|
32,078 |
|
|
|
38,056 |
|
|
|
39,277 |
|
|
|
43,543 |
|
|
|
41,038 |
|
Other comprehensive income
(loss) |
|
|
(12,571 |
) |
|
|
(31,084 |
) |
|
|
(30,119 |
) |
|
|
23,364 |
|
|
|
34,921 |
|
|
|
(15,519 |
) |
|
|
(9,751 |
) |
|
|
(13,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
27,407 |
|
|
|
5,017 |
|
|
|
11,877 |
|
|
|
55,442 |
|
|
|
72,977 |
|
|
|
23,758 |
|
|
|
33,792 |
|
|
|
27,862 |
|
Net income per share: 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.75 |
|
|
|
0.67 |
|
|
|
0.77 |
|
|
|
0.59 |
|
|
|
0.69 |
|
|
|
0.73 |
|
|
|
0.79 |
|
|
|
0.76 |
|
Diluted |
|
|
0.64 |
|
|
|
0.58 |
|
|
|
0.68 |
|
|
|
0.51 |
|
|
|
0.63 |
|
|
|
0.63 |
|
|
|
0.72 |
|
|
|
0.65 |
|
Dividends to stockholders 4,6 |
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.11 |
|
|
|
0.11 |
|
Price range of common
stock: 5,6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
29.18 |
|
|
|
24.50 |
|
|
|
28.23 |
|
|
|
25.24 |
|
|
|
28.02 |
|
|
|
25.47 |
|
|
|
29.10 |
|
|
|
29.64 |
|
Low |
|
|
26.10 |
|
|
|
20.88 |
|
|
|
25.38 |
|
|
|
20.95 |
|
|
|
24.89 |
|
|
|
23.02 |
|
|
|
25.95 |
|
|
|
23.53 |
|
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 15 to the consolidated financial statements for a discussion of discontinued
operations. |
|
3. |
|
See Note 2(g) to the consolidated financial statements for a discussion of the cumulative
effect of change in accounting principle. |
|
4. |
|
See Note 9(b) and Note 10 to the consolidated financial statements for a discussion of
dividend restrictions. |
|
5. |
|
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 3, 2007 and ending
February 23, 2007 was $29.07 to $24.52. |
|
6. |
|
All per share amounts 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. |
97
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, 2006. 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, 2006, Selectives
internal control over financial reporting is effective.
Selectives independent auditors have issued an audit report on managements assessment of the
Selectives internal control over financial reporting. This report appears below.
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 2006 that materially
affected, or are reasonably likely to materially affect, Selectives internal control over
financial reporting.
98
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Selective Insurance Group, Inc.:
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that Selective Insurance Group, Inc. maintained
effective internal control over financial reporting as of December 31, 2006, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Selective Insurance Group, Inc.s management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of 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, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and 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, managements assessment that Selective Insurance Group, Inc. maintained effective
internal control over financial reporting as of December 31, 2006, is fairly stated, in all
material respects, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion,
Selective Insurance Group, Inc. maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2006, 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, 2006 and 2005, 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, 2006, and our report dated February 28, 2007 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 28, 2007
99
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 2006 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, 2006, 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 and Executive Officers of the Registrant.
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.
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.
100
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 |
Consolidated Balance Sheets as of December 31, 2006 and 2005 |
|
|
62 |
|
Consolidated Statements of Income for the Years ended December 31, 2006, 2005 and 2004 |
|
|
63 |
|
Consolidated Statements of Stockholders Equity for the Years ended December 31, 2006, 2005 and 2004 |
|
|
64 |
|
Consolidated Statements of Cash Flows for the Years ended December 31, 2006, 2005 and 2004 |
|
|
65 |
|
Notes to Consolidated Financial Statements, December 31, 2006, 2005 and 2004 |
|
|
66 |
|
(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 |
Schedule I |
|
Summary of Investments Other than Investments in Related Parties
at December 31, 2006 |
|
|
104 |
|
Schedule II |
|
Condensed Financial Information of Registrant at December 31, 2006 and 2005, and
for the years ended December 31, 2006, 2005 and 2004 |
|
|
105 |
|
Schedule III |
|
Supplementary Insurance Information for the years ended December 31, 2006,
2005 and 2004 |
|
|
108 |
|
Schedule IV |
|
Reinsurance for the years ended December 31, 2006, 2005 and 2004 |
|
|
111 |
|
Schedule V |
|
Allowance for Uncollectible Premiums and Other Receivables for the years ended
December 31, 2006, 2005 and 2004 |
|
|
112 |
|
Schedule VI |
|
Supplemental Information for the years ended December 31, 2006, 2005 and 2004 |
|
|
113 |
|
(3) Exhibits:
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.
101
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
Gregory E. Murphy
|
|
March 1, 2007 |
Chairman of the Board, President and Chief Executive Officer |
|
|
|
|
|
By: /s/ Dale A. Thatcher
Dale A. Thatcher
|
|
March 1, 2007 |
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
|
|
March 1, 2007 |
|
|
|
Chairman of the Board, President and Chief Executive Officer |
|
|
|
|
|
|
|
March 1, 2007 |
Paul D. Bauer |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
W. Marston Becker |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
A. David Brown |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
John C. Burville |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
William M. Kearns, Jr. |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
Joan M. Lamm-Tennant |
|
|
Director |
|
|
102
|
|
|
|
|
March 1, 2007 |
S. Griffin McClellan III |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
Ronald L. OKelley |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
John F. Rockart |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
William M. Rue |
|
|
Director |
|
|
|
|
|
|
|
March 1, 2007 |
J. Brian Thebault |
|
|
Director |
|
|
|
|
|
* By: /s/ Michael H. Lanza
|
|
March 1, 2007 |
Michael H. Lanza |
|
|
Attorney-in-fact |
|
|
103
SCHEDULE I
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUMMARY OF INVESTMENTS-OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
9,792 |
|
|
|
10,042 |
|
|
|
9,792 |
|
Mortgage-backed securities |
|
|
30 |
|
|
|
31 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, held-to-maturity |
|
|
9,822 |
|
|
|
10,073 |
|
|
|
9,822 |
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and government agencies |
|
|
195,725 |
|
|
|
199,310 |
|
|
|
199,310 |
|
Obligations of states and political subdivisions |
|
|
1,736,865 |
|
|
|
1,743,649 |
|
|
|
1,743,649 |
|
Corporate securities |
|
|
295,964 |
|
|
|
301,581 |
|
|
|
301,581 |
|
Asset-backed securities |
|
|
50,319 |
|
|
|
50,421 |
|
|
|
50,421 |
|
Mortgage-backed securities |
|
|
638,011 |
|
|
|
642,139 |
|
|
|
642,139 |
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
|
|
2,916,884 |
|
|
|
2,937,100 |
|
|
|
2,937,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities, available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trust and insurance companies |
|
|
29,530 |
|
|
|
54,243 |
|
|
|
54,243 |
|
Industrial, miscellaneous and all other |
|
|
128,334 |
|
|
|
253,133 |
|
|
|
253,133 |
|
|
|
|
|
|
|
|
|
|
|
Total equity securities, available-for-sale |
|
|
157,864 |
|
|
|
307,376 |
|
|
|
307,376 |
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
197,019 |
|
|
|
197,019 |
|
|
|
197,019 |
|
Other investments |
|
|
138,506 |
|
|
|
144,785 |
|
|
|
144,785 |
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
3,420,095 |
|
|
|
3,596,353 |
|
|
|
3,596,102 |
|
|
|
|
|
|
|
|
|
|
|
104
SCHEDULE II
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
(in thousands, except share amounts) |
|
2006 |
|
|
2005 |
|
|
Assets |
|
|
|
|
|
|
|
|
Fixed maturity securities, available-for-sale at fair value 1
(cost: $47,612 2006; $61,910 2005) |
|
$ |
47,470 |
|
|
|
61,629 |
|
Short-term investments |
|
|
115,332 |
|
|
|
85,095 |
|
Cash |
|
|
71 |
|
|
|
|
|
Investment in subsidiaries |
|
|
1,253,392 |
|
|
|
1,160,848 |
|
Current federal income tax |
|
|
14,842 |
|
|
|
11,580 |
|
Deferred federal income tax |
|
|
9,220 |
|
|
|
3,543 |
|
Other assets |
|
|
9,267 |
|
|
|
2,282 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,449,594 |
|
|
|
1,324,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Senior convertible notes |
|
$ |
57,413 |
|
|
|
115,937 |
|
Notes payable |
|
|
304,424 |
|
|
|
222,697 |
|
Other liabilities |
|
|
10,530 |
|
|
|
5,219 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
372,367 |
|
|
|
343,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: 91,562,266 2006; 86,542,546 2005 |
|
|
183,124 |
|
|
|
173,085 |
|
Additional paid-in capital |
|
|
153,246 |
|
|
|
71,638 |
|
Retained earnings |
|
|
986,017 |
|
|
|
847,687 |
|
Accumulated other comprehensive income |
|
|
100,601 |
|
|
|
118,121 |
|
Treasury stock at cost (shares: 34,289,974 2006; 29,954,352 2005) |
|
|
(345,761 |
) |
|
|
(229,407 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
1,077,227 |
|
|
|
981,124 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,449,594 |
|
|
|
1,324,977 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
As part of its notes payable issuance in 2005, Selective Insurance Group, Inc.s established an
irrevocable trust for the benefit of senior note holders
with a market value of approximately $31.3 as of December 31, 2006 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. |
105
SCHEDULE II (continued)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from subsidiaries |
|
$ |
111,829 |
|
|
|
40,950 |
|
|
|
28,773 |
|
Net investment income earned |
|
|
4,652 |
|
|
|
2,299 |
|
|
|
1,606 |
|
Realized gains (losses) |
|
|
(164 |
) |
|
|
130 |
|
|
|
46 |
|
Other income |
|
|
6 |
|
|
|
106 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
116,323 |
|
|
|
43,485 |
|
|
|
30,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
21,411 |
|
|
|
17,582 |
|
|
|
15,466 |
|
Other expenses |
|
|
26,152 |
|
|
|
14,509 |
|
|
|
9,971 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
47,563 |
|
|
|
32,091 |
|
|
|
25,437 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before federal income tax
and equity in
undistributed income of subsidiaries |
|
|
68,760 |
|
|
|
11,394 |
|
|
|
5,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax (benefit) expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(11,433 |
) |
|
|
(8,877 |
) |
|
|
(11,092 |
) |
Deferred |
|
|
(3,833 |
) |
|
|
(881 |
) |
|
|
1,115 |
|
|
|
|
|
|
|
|
|
|
|
Total federal income tax benefit |
|
|
(15,266 |
) |
|
|
(9,758 |
) |
|
|
(9,977 |
) |
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations before equity in
undistributed income of subsidiaries, net of tax |
|
|
84,026 |
|
|
|
21,152 |
|
|
|
15,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiaries, net of tax |
|
|
79,548 |
|
|
|
126,300 |
|
|
|
112,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from discontinued operations, net of tax |
|
|
|
|
|
|
3,180 |
|
|
|
1,462 |
|
Loss on disposal of discontinued operations, net of tax |
|
|
|
|
|
|
(2,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations, net of tax |
|
|
|
|
|
|
546 |
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before cumulative effective of change in accounting
principle |
|
|
163,574 |
|
|
|
147,998 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle, net of tax |
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
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.
106
SCHEDULE II (continued)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
163,574 |
|
|
|
148,493 |
|
|
|
128,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiaries, net of tax |
|
|
(79,548 |
) |
|
|
(127,405 |
) |
|
|
(105,214 |
) |
Stock compensation |
|
|
14,524 |
|
|
|
11,361 |
|
|
|
7,791 |
|
Loss on disposition of discontinued operations |
|
|
|
|
|
|
2,634 |
|
|
|
|
|
Deferred income tax |
|
|
(3,833 |
) |
|
|
(881 |
) |
|
|
1,115 |
|
Debt conversion inducement |
|
|
2,117 |
|
|
|
|
|
|
|
|
|
Net realized (gain)/loss on investments |
|
|
164 |
|
|
|
(130 |
) |
|
|
(46 |
) |
Amortization other |
|
|
(554 |
) |
|
|
(211 |
) |
|
|
910 |
|
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 |
|
|
(3,262 |
) |
|
|
(1,290 |
) |
|
|
(2,159 |
) |
Other, net |
|
|
(4,481 |
) |
|
|
3,126 |
|
|
|
(17,392 |
) |
|
|
|
|
|
|
|
|
|
|
Net adjustments |
|
|
(69,055 |
) |
|
|
(113,291 |
) |
|
|
(114,995 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
94,519 |
|
|
|
35,202 |
|
|
|
13,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed maturity securities, available-for-sale |
|
|
(15,000 |
) |
|
|
(53,692 |
) |
|
|
(17,998 |
) |
Sale of fixed maturity securities, available-for-sale |
|
|
23,167 |
|
|
|
19,344 |
|
|
|
11,725 |
|
Redemption and maturities of fixed maturity securities, available-for-sale |
|
|
6,009 |
|
|
|
8,716 |
|
|
|
24,171 |
|
Purchase of subsidiaries |
|
|
|
|
|
|
|
|
|
|
(5,297 |
) |
Sale of subsidiary |
|
|
|
|
|
|
14,785 |
|
|
|
|
|
Purchase of short-term investments |
|
|
(386,912 |
) |
|
|
(273,491 |
) |
|
|
(240,658 |
) |
Sale of short-term investments |
|
|
356,771 |
|
|
|
209,365 |
|
|
|
226,475 |
|
Capital contribution to subsidiaries |
|
|
(32,100 |
) |
|
|
(12,530 |
) |
|
|
(24,328 |
) |
Dividend in excess of subsidiarys income |
|
|
1,493 |
|
|
|
4,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(46,572 |
) |
|
|
(83,487 |
) |
|
|
(25,910 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to stockholders |
|
|
(22,831 |
) |
|
|
(19,908 |
) |
|
|
(17,331 |
) |
Acquisition of treasury stock |
|
|
(116,354 |
) |
|
|
(22,885 |
) |
|
|
(8,730 |
) |
Proceeds from issuance of notes payable, net of issuance costs |
|
|
96,263 |
|
|
|
99,310 |
|
|
|
49,880 |
|
Principal payment on note payable |
|
|
(18,300 |
) |
|
|
(24,000 |
) |
|
|
(24,000 |
) |
Net proceeds from stock purchase and compensation plans |
|
|
11,560 |
|
|
|
11,919 |
|
|
|
12,380 |
|
Excess tax benefits from share-based payment arrangements |
|
|
3,903 |
|
|
|
3,783 |
|
|
|
|
|
Debt conversion inducement |
|
|
(2,117 |
) |
|
|
|
|
|
|
|
|
Proceeds received on notes receivable from stock sale |
|
|
|
|
|
|
66 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(47,876 |
) |
|
|
48,285 |
|
|
|
12,254 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
71 |
|
|
|
|
|
|
|
(12 |
) |
Cash, beginning of year |
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
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.
107
SCHEDULE III
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 |
|
and loss |
|
policy |
|
Other |
|
Net |
|
|
acquisition |
|
and loss |
|
Unearned |
|
premiums |
|
expenses |
|
acquisition |
|
operating |
|
premiums |
(in thousands) |
|
costs |
|
expenses |
|
premiums |
|
earned |
|
Incurred |
|
costs2 |
|
expenses1, 2 |
|
written |
|
Commercial |
|
$ |
178,001 |
|
|
|
1,868,054 |
|
|
|
613,742 |
|
|
|
1,285,876 |
|
|
|
811,326 |
|
|
|
384,341 |
|
|
|
26,727 |
|
|
|
1,318,873 |
|
Personal |
|
|
40,102 |
|
|
|
220,978 |
|
|
|
107,863 |
|
|
|
213,788 |
|
|
|
148,657 |
|
|
|
58,959 |
|
|
|
11,676 |
|
|
|
217,088 |
|
Reinsurance
recoverable on
unpaid losses and
loss expenses |
|
|
|
|
|
|
199,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid reinsurance
premiums |
|
|
|
|
|
|
|
|
|
|
69,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and general
corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,557 |
|
|
|
|
|
|
|
|
Total |
|
$ |
218,103 |
|
|
|
2,288,770 |
|
|
|
791,540 |
|
|
|
1,499,664 |
|
|
|
959,983 |
|
|
|
443,300 |
|
|
|
85,960 |
|
|
|
1,535,961 |
|
|
|
|
|
|
|
NOTE: |
|
A meaningful allocation of net investment income of $156,802 and net realized gain on investments of $35,479 is considered
impracticable because the Company does not maintain distinct investment portfolios for each segment. |
|
1 |
|
Other operating expenses include $2,564 of underwriting income that is included in other income or other expense on the consolidated
income statement in Item 8. Financial Statements and Supplementary Data of the Companys Form 10-K. |
|
2 |
|
The total, $529,260, of amortization of deferred policy acquisition costs, $443,300, and other operating expenses, $85,960, is
reconciled to the consolidated statements of income, as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
478,339 |
|
Dividends to policyholders |
|
|
5,927 |
|
Interest expense |
|
|
21,411 |
|
Other expenses |
|
|
28,979 |
|
Other income |
|
|
(5,396 |
) |
|
|
|
|
Total |
|
$ |
529,260 |
|
|
|
|
|
108
SCHEDULE III (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 |
|
and loss |
|
policy |
|
Other |
|
Net |
|
|
acquisition |
|
and loss |
|
Unearned |
|
premiums |
|
expenses |
|
acquisition |
|
operating |
|
premiums |
(in thousands) |
|
costs |
|
expenses |
|
premiums |
|
earned |
|
Incurred |
|
costs2 |
|
expenses1,2 |
|
written |
|
Commercial |
|
$ |
166,501 |
|
|
|
1,632,760 |
|
|
|
580,744 |
|
|
|
1,208,666 |
|
|
|
748,548 |
|
|
|
351,738 |
|
|
|
32,709 |
|
|
|
1,258,632 |
|
Personal |
|
|
38,331 |
|
|
|
233,041 |
|
|
|
104,564 |
|
|
|
209,347 |
|
|
|
157,182 |
|
|
|
48,875 |
|
|
|
9,233 |
|
|
|
200,842 |
|
Reinsurance
recoverable on
unpaid losses and
loss expenses |
|
|
|
|
|
|
218,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid reinsurance
premiums |
|
|
|
|
|
|
|
|
|
|
67,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and general
corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,151 |
|
|
|
|
|
|
|
|
Total |
|
$ |
204,832 |
|
|
|
2,084,049 |
|
|
|
752,465 |
|
|
|
1,418,013 |
|
|
|
905,730 |
|
|
|
400,613 |
|
|
|
74,093 |
|
|
|
1,459,474 |
|
|
|
|
|
|
|
NOTE: |
|
A meaningful allocation of net investment income of $135,950 and net realized gain on investments of $14,464 is considered
impracticable
because the Company does not maintain distinct investment portfolios for each segment. |
|
1 |
|
Other operating expenses include $1,021 of underwriting income that is included in other income or other expense on the consolidated
income statement in Item 8. Financial Statements and Supplementary Data of the Companys 2005 Annual Report on Form 10-K. |
|
2 |
|
The total, $474,706, of amortization of deferred policy acquisition costs, $400,613, and other operating expenses, $74,093, is
reconciled to
the consolidated statements of income, as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
437,894 |
|
Dividends to policyholders |
|
|
5,688 |
|
Interest expense |
|
|
17,582 |
|
Other expenses |
|
|
17,416 |
|
Other income |
|
|
(3,874 |
) |
|
|
|
|
Total |
|
$ |
474,706 |
|
|
|
|
|
109
SCHEDULE III (continued)
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
Deferred |
|
Reserve |
|
|
|
|
|
|
|
|
|
Losses |
|
of deferred |
|
|
|
|
|
|
policy |
|
for losses |
|
|
|
|
|
Net |
|
and loss |
|
policy |
|
Other |
|
Net |
|
|
acquisition |
|
and loss |
|
Unearned |
|
premiums |
|
expenses |
|
acquisition |
|
operating |
|
premiums |
(in thousands) |
|
costs |
|
expenses |
|
premiums |
|
earned |
|
incurred |
|
costs2 |
|
expenses1, 2 |
|
written |
|
Commercial |
|
$ |
150,766 |
|
|
|
1,390,860 |
|
|
|
530,778 |
|
|
|
1,092,491 |
|
|
|
699,277 |
|
|
|
321,607 |
|
|
|
28,771 |
|
|
|
1,141,702 |
|
Personal |
|
|
36,151 |
|
|
|
225,585 |
|
|
|
113,069 |
|
|
|
225,899 |
|
|
|
167,097 |
|
|
|
50,623 |
|
|
|
10,247 |
|
|
|
223,446 |
|
Reinsurance
recoverable on
unpaid losses and
loss expenses |
|
|
|
|
|
|
218,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid reinsurance
Premiums |
|
|
|
|
|
|
|
|
|
|
58,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and general
corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,084 |
|
|
|
|
|
|
|
|
Total |
|
$ |
186,917 |
|
|
|
1,835,217 |
|
|
|
702,111 |
|
|
|
1,318,390 |
|
|
|
866,374 |
|
|
|
372,230 |
|
|
|
64,102 |
|
|
|
1,365,148 |
|
|
|
|
|
|
|
NOTE: |
|
A meaningful allocation of net investment income of $120,540 and net realized gain on investments of $24,587 is considered
impracticable
because the Company does not maintain distinct investment portfolios for each segment. |
|
1 |
|
Other operating expenses include $1,816 of underwriting income that is included in other income or other expense on the consolidated
income statement in Item 8. Financial Statements and Supplementary Data of the Companys 2004 Annual Report on Form 10-K. |
|
2 |
|
The total, $436,332, of amortization of deferred policy acquisition costs, $372,230, and other operating expenses, $64,102, is
reconciled to
the consolidated statements of income, as follows: |
|
|
|
|
|
Policy acquisition costs |
|
$ |
408,790 |
|
Dividends to policyholders |
|
|
4,275 |
|
Interest expense |
|
|
15,466 |
|
Other expenses |
|
|
11,424 |
|
Other income |
|
|
(3,623 |
) |
|
|
|
|
Total |
|
$ |
436,332 |
|
|
|
|
|
110
SCHEDULE IV
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
REINSURANCE
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
Assumed |
|
|
Ceded |
|
|
|
|
|
|
Amount |
|
|
|
Direct |
|
|
from Other |
|
|
to Other |
|
|
|
|
|
|
Assumed |
|
(in thousands) |
|
Amount |
|
|
Companies |
|
|
Companies |
|
|
Net Amount |
|
|
to Net |
|
|
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 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident and health insurance |
|
$ |
125 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
|
|
Property and liability insurance |
|
|
1,419,246 |
|
|
|
37,328 |
|
|
|
138,309 |
|
|
|
1,318,265 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums earned |
|
$ |
1,419,371 |
|
|
|
37,328 |
|
|
|
138,309 |
|
|
|
1,318,390 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111
SCHEDULE V
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
ALLOWANCE FOR UNCOLLECTIBLE PREMIUMS AND OTHER RECEIVABLES
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Balance, January 1 |
|
$ |
8,085 |
|
|
|
8,242 |
|
|
|
6,531 |
|
Additions |
|
|
2,955 |
|
|
|
6,120 |
|
|
|
3,542 |
|
Deletions 1 |
|
|
(4,384 |
) |
|
|
(6,277 |
) |
|
|
(1,831 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, December 31 |
|
$ |
6,656 |
|
|
|
8,085 |
|
|
|
8,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 VI
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL INFORMATION
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss |
|
|
|
|
|
|
expenses |
|
|
|
|
|
|
incurred related to |
|
|
|
|
|
|
(1) |
|
|
(2) |
|
|
Paid losses |
|
Affiliation with Registrant |
|
Current |
|
|
Prior |
|
|
and loss |
|
(in thousands) |
|
year |
|
|
years |
|
|
expenses |
|
Consolidated Property & Casualty
Subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006 |
|
$ |
967,272 |
|
|
|
(7,289 |
) |
|
|
736,752 |
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005 |
|
$ |
900,658 |
|
|
|
5,072 |
|
|
|
656,374 |
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004 |
|
$ |
861,474 |
|
|
|
4,900 |
|
|
|
653,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: |
|
The other information required in this schedule (e.g., deferred
policy acquisition costs, reserves for losses and loss expenses,
unearned premiums, net premiums earned, net investment income,
amortization of deferred policy acquisition costs, and net premiums
written) is contained in Schedule III to this report on Form 10-K.
In addition, the Company does not discount loss reserves. |
113
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
|
*3.1
|
|
Restated Certificate of Incorporation of Selective Insurance
Group, Inc., dated August 4, 1977, as amended. |
|
|
|
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 Midatlantic 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). |
|
|
|
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). |
114
|
|
|
Exhibit |
|
|
Number |
|
|
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. |
|
|
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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). |
|
|
|
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). |
|
|
|
10.8
|
|
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). |
115
|
|
|
Exhibit |
|
|
Number |
|
|
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). |
|
|
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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
|
|
Selective Insurance Group, Inc. Cash Incentive Plan Cash Incentive
Unit Award Agreement (incorporated by reference herein to Exhibit
10.5 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, File No. 0-8641). |
|
|
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10.14c
|
|
Selective Insurance Group, Inc. Cash Incentive Plan Cash Incentive
Unit Award Agreement (incorporated by reference herein to Exhibit
10.6 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, File No. 0-8641). |
|
|
|
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. |
|
|
|
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). |
116
|
|
|
Exhibit |
|
|
Number |
|
|
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). |
|
|
|
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). |
|
|
|
*18
|
|
Letter regarding change in accounting principle. |
|
|
|
*21
|
|
Subsidiaries of Selective Insurance Group, Inc. |
|
|
|
*23.1
|
|
Consent of KPMG LLP. |
|
|
|
*24.1
|
|
Power of Attorney of Paul D. Bauer. |
117
|
|
|
Exhibit |
|
|
Number |
|
|
*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. |
118