UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
For the fiscal year ended December 31, 2016
2019
OR
For the transition period from ____ to ____
Commission file number: 001-33245
EMPLOYERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 04-3850065 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
10375 Professional Circle | ||
| Reno, | Nevada | 89521 |
| (Address of principal executive offices and zip code) | ||
(Registrant’sRegistrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | EIG | New York Stock Exchange | ||
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. YesR☑ No o
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o☐NoR☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesR☑ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesR☑ No o☐
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 registrant's 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. R
☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “non-accelerated" "non-accelerated filer,”" "smaller reporting company," and “smaller reporting company”"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large | R | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2016 was $917,071,061.Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No R☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2019 was $997,805,330.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement relating to the 20172020 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this report.
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FORWARD-LOOKING STATEMENTS
NOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTS
The agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and:
were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement;
may apply contract standards of “materiality”"materiality" that are different from “materiality”"materiality" under the applicable securities laws; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
Notwithstanding the inclusion of the foregoing cautionary statements, we acknowledge that we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.
PART I
Item 1. Business
General
Employers Holdings, Inc. (EHI) is a holding company, which was incorporated in Nevada in 2005. Unless otherwise indicated, all references to “we,” “us,” “our,”2005, with subsidiaries that are specialty providers of workers' compensation insurance and services focused on select, small businesses engaged in low-to-medium hazard industries. We operate throughout the “Company” or similar terms refer to EHI togetherUnited States, with its subsidiaries. Through our wholly ownedthe exception of four states that are served exclusively by their state funds. We offer insurance subsidiaries,through Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company, and Employers Assurance Company we are engaged inand Cerity Insurance Company, each of which have been assigned an A.M. Best Company (A.M. Best) rating of "A-" (Excellent), with a "positive" outlook, which is the commercial property and casualty insurance industry, specializing in workers' compensation products and services.4th highest of 13 A.M. Best ratings. We had 693704 full-time employees at December 31, 20162019 and our principal executive offices are located at 10375 Professional Circle in Reno, Nevada. Our insurance subsidiaries have each been assigned an A.M. Best Company (A.M. Best) rating of “A-” (Excellent), with a “stable” outlook, which is the 4th highest of 13 A.M. Best ratings.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, and Proxy Statements for our Annual Meetings of Stockholders are available free of charge on our website at www.employers.com as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC). Our website also provides access to reports filed by our Directors,directors, executive officers and certain significant stockholders pursuant to Section 16 of the Securities Exchange Act of 1934. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, and charters for the Audit, Board Governance and Nominating, Executive, Finance, Compensation, and Risk committees of our Board of Directors are available on our website. Copies of these documents may also be obtained free of charge by written request to Investor Relations, 10375 Professional Circle, Reno, Nevada 89521-4802. The SEC also maintains a website at www.sec.gov that contains the information that we file electronically with the SEC.
Property and Casualty Insurance in General
A widely-used measure of relative underwriting performance for an insurance company is the combined ratio. Combined ratio is calculated by adding: (i) the ratio of losses and loss adjustment expense (LAE) to earned premiums (known as the “loss"loss and LAE ratio”ratio"); (ii) the ratio of commission expenses to earned premiums (known as the “commission"commission expense ratio”ratio"); and (iii) the ratio of underwriting and other operating expenses to earned premiums (known as the “underwriting and operating expenses ratio”"underwriting expense ratio"), with each component determined in accordance with U.S. generally accepted accounting principles (GAAP). A combined ratio under 100% indicates that an insurance company is generating an underwriting profit. A combined ratio over 100% indicates that an insurance company is generating an underwriting loss.
In insurance and reinsurance operations, “float”"float" arises when premiums are received before losses and other expenses are paid, an interval that may extend over many years. During that time, the insurer may choosehas the opportunity to invest the money, thereby earning investment income and generating investment gains and losses.
Insurance companies operating at a GAAP combined ratio of greater than 100% can be profitable when investment income and net investment gains are taken into account. The length of time between receiving premiums and paying out claims,losses and other expenses, commonly referred to as the “tail,”"tail," can significantly affect how profitable float can be. Long-tail losses, such as workers’workers' compensation, pay out over longer periods of time providing us the opportunity to generate significant investment earnings from float.
Underwriting income or loss is determined by deducting losses and LAE, commission expenses, and underwriting and other operating expenses from net premiums earned.
Our Strategy
Business Strategy
Our strategy is to pursue profitable growth opportunities across market cycles and maximize total investment returns within the constraints of prudent portfolio management. We pursue profitable growth opportunities by focusing on disciplined underwriting and claims management, utilizing medical provider networks designed to produce superior medical and indemnity outcomes, establishing and maintaining strong, long-term relationships with independent insurance agencies, developing and implementing new technologies designed to transform the way small businesses and insurance agents utilize digital capabilities and developing important alternative distribution channels. We continue to execute a number of ongoing business initiatives, including: focusing onachieving internal and customer-facing business process excellence; accelerating the settlement of open claims; diversifying our risk exposure across geographic markets; and utilizing a multi-company pricing platform; utilizingplatform and territory-specific pricing;pricing. Additionally, we continue to execute our plan of aggressive development and leveraging data-driven strategies to target, price,implementation of new technologies and underwrite profitable classes of business across allcapabilities that we believe will fundamentally transform and enhance the digital experience of our markets.customers, including (i) continued investments in new technology, data analytics, and process
improvement capabilities focused on improving the agent experience and enhancing agent efficiency; and (ii) the launch and further development of digital insurance solutions, including direct-to-customer workers' compensation coverage.
Capital Strategy
We believe that we have a strong capital position. We periodically reassess our capital needs to ensure an optimal use of capital consistent with our goal to create shareholder value over the long-term. Our capital strategy is focused on supporting our business operations by maintaining capital levels commensurate with our desired ratings from independent rating agencies, satisfying regulatory constraints and legal requirements, and sustaining a level of financial flexibility to prudently manage our business through insurance and economic cycles while allowing us to take advantage of investment opportunities, including mergersacquisitions of insurance and acquisitions,insurance-related entities, as and when they arise.
We intend to returnalso believe in returning capital not needed for these purposes to our common stockholders in the form ofthrough regular quarterly dividends on our common stock and, when feasible, common stock repurchases. The timingDuring the three-year period ending December 31, 2019, we paid dividends on our common stock totaling $75.3 million and actual numberswe repurchased a total of shares that may be repurchased in the$71.7 million of our common stock. Any future will dependreturns of capital to our stockholders are dependent on a variety of factors, including our financial position, holding company liquidity, share price, corporate and regulatory requirements, and other market and economic conditions. Additional information regarding our capital is set forth under “Part II, Item 7–Liquidity and Capital Resources.”
Description of Business
We are a specialty provider of workers' compensation insurance focused on select small businesses in low to medium hazard industries. We employ a disciplined, conservative underwriting approach designed to individually select specific types of businesses, predominantly those in the lowest four of the seven workers' compensation insurance industry-defined hazard groups, that we believe will have fewer and less costly claims relative to other businesses in the same hazard groups. Workers' compensation is provided under a statutory system wherein most employers are required to provide coverage for their employees' medical, disability, vocational rehabilitation, and/or death benefit costs for work-related injuries or illnesses. We operate as a single reportable segment and conduct operations in 36 states andprovide workers' compensation insurance throughout the District of Columbia (D.C.),United States, with a concentration in California, where overnearly one-half of our business is generated.
In 1999, the Nevada State Industrial Insurance System (the Fund) entered into a retroactive 100% quota share reinsurance agreement (LPT Agreement) through a loss portfolio transfer transaction with third party reinsurers. The LPT Agreement commenced on June 30, 1999 and will remain in effect until all claims under the covered policies have closed, the LPT Agreement is commuted or terminated, upon the mutual agreement of the parties, or the reinsurers' aggregate maximum limit of liability is exhausted, whichever occurs first. The LPT Agreement does not provide for any additional termination terms. On January 1, 2000, we assumed all of the assets, liabilities and operations of the Fund, including the Fund's rights and obligations associated with the LPT Agreement.
We account for the LPT Agreement as retroactive reinsurance. Upon entry into the LPT Agreement, an initial deferred reinsurance gain (Deferred Gain) was recorded as a liability on our Consolidated Balance Sheets. We are entitled to receive a contingent profit commission under the LPT Agreement. The contingent profit commission is estimated based on both actual paid results to date and projections of expected paid losses under the LPT Agreement.
Reportable Segments
We have recently made changes to our corporate structure, mainly involving the launch and further development of a new digital insurance platform offered under our Cerity brand name (Cerity), resulting in changes to our reportable segments. As of December 31, 2019, we have determined that we have two reportable segments: Employers and Cerity. Each of these segments represents a separate and distinct underwriting platform through which we conduct our insurance business. This presentation allows the reader, as well as our chief operating decision makers, to objectively analyze the business originated through each of our underwriting platforms.
The nature and composition of each reportable segment and our Corporate and Other activities are as follows:
The Employers segment is defined as traditional business offered under our EMPLOYERS brand name (Employers) through our agents, including business originated from our strategic partnerships and alliances.
The Ceritysegment is defined as business offered under our Cerity brand name, which includes our direct-to-customer business.
Corporate and Other activities consist of those holding company expenses that are not considered to be underwriting in nature, the financial impact of the LPT agreement, and legacy business assumed and ceded by Cerity Insurance Company. These expenses are not considered to be part of a reportable segment and are not otherwise allocated to a reportable segment.
We had total assets of $3.8$4.0 billion and $3.9 billion at December 31, 20162019 and 2015.2018, respectively. The following table highlights key results of our operations for the last three years.
| Years Ended December 31, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| (in millions, except ratios) | ||||||||||||
| Net premiums written | $ | 694.6 | $ | 689.3 | $ | 687.6 | ||||||
| Total revenues | 779.8 | 752.1 | 773.5 | |||||||||
| Net income | 106.7 | 94.4 | 100.7 | |||||||||
| Combined ratio | 91.8 | % | 94.1 | % | 97.0 | % | ||||||
Impact of the LPT Agreement(1) | 2.3 | % | 3.0 | % | 8.0 | % | ||||||
Combined ratio before the impact of the LPT Agreement(1) | 94.1 | % | 97.1 | % | 105.0 | % | ||||||
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| (in millions) | ||||||||||||
| Net premiums written | $ | 691.5 | $ | 742.8 | $ | 723.7 | ||||||
| Total revenues | 835.9 | 800.4 | 801.4 | |||||||||
| Net income | 157.1 | 141.3 | 101.2 | |||||||||
Our insurance subsidiaries are domiciled in the following states:
| State of Domicile | |
| Employers Insurance Company of Nevada (EICN) | Nevada |
| Employers Compensation Insurance Company (ECIC) | California |
| Employers Preferred Insurance Company (EPIC) | Florida |
| Employers Assurance Company (EAC) | Florida |
| Cerity Insurance Company (CIC) | New York |
Products and Services
Workers' compensation provides insurance coverage for the statutorily prescribed benefits that employers are required to provide to their employees who may be injured or suffer illness in the course of employment. The level of benefits varies by state, the nature and severity of the injury or disease, and the wages of the injured worker. Each state has a statutory, regulatory, and adjudicatory system that sets the amount of wage replacement to be paid, determines the level of medical care required to be provided, establishes the degree of permanent impairment, and specifies the options in selecting healthcare providers. These state laws generally require two types of benefits for injured employees: (a) medical benefits, including expenses related to the diagnosis and treatment of an injury, disease, or both, as well as any required rehabilitation, and (b) indemnity payments, which consist of temporary wage replacement, permanent disability payments, and death benefits to surviving family members.
Disciplined Underwriting
Our strategy is to focus on disciplined underwriting and continue to pursue profitable growth opportunities across market cycles. We carefully monitor market trends to assess business opportunities that we expect will meet our pricing and risk standards. We price our policies based on the specific risks associated with each potential insured rather than solely on the industry class in which a potential insured is classified. Our disciplined underwriting approach, workers' compensation specialization, expertise in underwriting small businesses, and data-driven strategies are critical elements of our culture, which we believe allow us to offer competitive prices, diversify our risks, and out-performoutperform the industry.
We execute our underwriting processes through automated systems and experienced underwriters with specific knowledge of the local markets in which we operate. We have developed automated underwriting templates for specific classes of business that produce faster quotes when certain underwriting criteria are met. Our underwriting guidelines consider many factors, such as type of business, nature of operations, and risk exposures, and are designed to minimize or prevent underwriting of certain classes of business that we view as being unattractive.
Loss Control
Our loss control professionals provide consultation to policyholders, as a component of our workers' compensation insurance product, to assist them in preventing or reducing the frequency and severity of losses and containing costs once claims occur. They also assist our underwriting personnel by conducting risk evaluations of potential and current policyholders and are an important part of our underwriting discipline. We also provide on-line self-service risk management tools that are available to all of our policyholders.
Premium Audit
We conduct premium audits on substantially all of our policyholders annually upon the policy expiration.expiration or termination. Premium audits allow us to comply with applicable state and reporting bureau requirements and to verify that policyholders have accurately reported their payroll and employee job classifications. We also selectively perform interim auditsaudit reviews and/or update renewal payroll on policies in certain classes of business or if unusual claims are filed or concerns are raised regarding projected annual payrolls, which could result in substantial variances at final audit. These variances result in adjustments to our written and earned premiums, as well as our net losses and LAE, in the periods in which they become known.
Claims and Medical Case Management
The role of our claims department is to actively and efficiently investigate, evaluate, and pay claims, and to aid injured workers in returning to work in accordance with applicable laws and regulations. We have implemented rigorous claims guidelines and control procedures in our claims units and have claims operations throughout the markets we serve. We also provide medical case management services for those claims that we determine will benefit from such involvement.
We utilize an outcome-based medical network that incorporates predictive analytics to identify medical providers who achieve superior clinical outcomes for our injured workers that allows us to optimize our provider network and enhance the quality of care. We have also implemented a proactive pharmacy benefit management program that, along with our outcome basedoutcome-based medical network, focuses on reducing claims costs and accelerating injured workers' return to work. We recently implemented ourhave an Injured Employee Hotline that allows employees who are injured at work to receive professional nurse consultation by phone when
reporting the claim. This service has proven to reduce overall claims costs and is intended to ensure the injured worker receives appropriate and timely medical care.
In addition to our medical networks, we work closely with local vendors, including attorneys, medical professionals, pharmacy benefits managers, and investigators, to bring local expertise to our reported claims. We pay special attention to reducing costs and have established discounting arrangements with the aforementioned service providers. We use preferred provider organizations, bill review services, and utilization management to closely monitor medical costs. We actively investigate and pursue all types of fraud. We recently implemented a medical provider fraud tool that allows us to identify suspicious medical billing and activity within our claims. We also aggressively pursue all subrogation recoveries to mitigate claims costs. Subrogation rights are based upon state and federal laws, as well as the insurance policies we issue. Our fraud and subrogation efforts are handled through dedicated units.
We implemented a claim triage predictive model nationally that provides us with early identification of those claims likely to develop into large losses. Leveraging this information, we ensure the right resources and strategies are brought to bear on those claims early in the process.
Our claims department also provides claims management services for those claims incurred by the Fund, which were assumed by EICN and are subject to the LPT Agreement with dates of injury prior to July 1, 1995. Additional information regarding the LPT Agreement is set forth under “–"–Reinsurance–LPT Agreement.”" We receive a management fee from the third party reinsurers equal to 7% of the loss payments on these claims.
Information Technology
Core Operating Systems
We believe we have an efficient,a cost-effective and scalable infrastructure that complements our geographic reach and business modelmodel. We continue to invest in technology to automate business processes and have developedadvanced data and analytics capabilities that will enable us to reduce our operating costs while growing premiums over the long-term and set a highly automated underwriting system. Thisfoundation for our future needs. Our technology applies our underwriting standards and guidelines and allows for the electronic submission, review, and quoting of insurance applications. This policy administration system reduces transaction costs and provides for more efficient and timely processing of applications for small policies that meet our underwriting standards. We believe this approach saves our independent agents, brokers, and brokerspolicyholders considerable time in processing customer applications and maintains our competitiveness in our target markets.
Development and Implementation of New Technologies and Capabilities
We are actively investinghave initiated a plan of aggressive development and implementation of new technologies and capabilities that we believe will fundamentally transform and enhance the digital experience of our customers, including: (i) continued investments in new technology, data analytics, and systems acrossprocess improvement capabilities focused on improving the agent experience and enhancing agent efficiency; and (ii) the launch and further development of Cerity, which offers digital insurance solutions, including direct-to-customer workers' compensation coverage. We have chosen to reinvest the expected financial benefits from corporate income tax reform back into our business over the next several years by greatly accelerating the development and deployment of these new technologies and capabilities. We believe that these new technological and intellectual capabilities will support our future growth initiatives, provide direct access to maximize efficiency, facilitate customer self-service,workers' compensation insurance to those customers seeking an online experience, provide us with greater pricing precision and createflexibility, and promote long-term value creation.
The development and implementation of these new technologies and capabilities increased capacity that will allow us to lower our underwriting expense ratios while growing premiums. These investments in technology are expected2018 and 2019, and we expect that they will continue to increase our depreciationunderwriting expense beginningratios in 2018; however,2020, as compared to that experienced in prior years. However, in future periods we expect that these increasedadditional expenses will, over time, be largelymore than offset by anticipated new premium writings, improved loss ratios, and operational efficiency gains in future periods.gains.
Business Continuity/Disaster Recovery
We maintain business continuity and disaster recovery plans for our critical business functions, including the restoration of information technology infrastructure and applications. We have twoutilize business impact analyses to predict potential consequences of business disruptions, driving creation of our business continuity plans. Additionally, we utilize multi-zone data centers that act as
production facilities and as disaster recovery sites for each other. In addition, we utilize an off-site data storage facility for critical customer and systems data.
Cyber Security and Privacy
Our operations rely on the secure processing, storage, transmission of confidential and other information, and the protection of the privacy of personal information. Our business, including our ability to adequately price products and services, establish reserves, provide an effective and secure service to our customers and report our financial results in a timely and accurate manner, depends significantly on the integrity, availability, and timeliness of the data we maintain, as well as the data held by third parties, service providers, and systems.
In an effort to ensure the privacy, confidentiality, and integrity of this data, we continually enhance our cyber and other information security in order to remain secure against emerging threats, as well as increase our ability to detect, and recover from, a cyber-attack or unauthorized access.
Customers and Workers' Compensation Premiums
The workers' compensation insurance industry classifies risks into seven hazard groups, as defined by the National Council on Compensation Insurance (NCCI), based on severity of claims, with businesses in the first or lowest group having the lowest expected claims costs.
We target select small businesses engaged in low to medium hazard industries. Our historical loss experience has been more favorable for lower industry-defined hazard groups than for higher hazard groups. Further, we believe it is generally less costly to service and manage the risks associated with these lower hazard groups. Our underwriters use their local market expertise and disciplined underwriting to select specific types of businesses and risks within the classes of business we underwrite that allow us to generate loss ratios that are better than the industry average.
We focus heavily on our in-force premiums, which represent the initialestimated annual premium on all policies that have not expired or have not been canceled. The following table shows a reconciliation of our gross premiums earned during the years ended December 31, 2016, 2015,2019, 2018, and 20142017 to in-force premiums as of December 31, 2016, 2015,2019, 2018, and 2014:2017:
| 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | |||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||
| Gross premiums earned | $ | 701.6 | $ | 698.8 | $ | 694.6 | $ | 701.2 | $ | 737.2 | $ | 722.5 | ||||||||||||
| Less: Final audit and retroactive adjustments | $ | 72.6 | $ | 66.5 | $ | 55.8 | 27.1 | 61.1 | 85.5 | |||||||||||||||
| Less: Involuntary premium | $ | 10.4 | $ | 12.8 | $ | 10.9 | 9.5 | 9.9 | 10.2 | |||||||||||||||
| In-force premium | $ | 618.6 | $ | 619.5 | $ | 627.9 | $ | 664.6 | $ | 666.2 | $ | 626.9 | ||||||||||||
The following table sets forth our in-force premiums by hazard group and as a percentage of our total in-force premiums as of December 31:
Hazard Group | 2016 | Percentage of 2016 Total | 2015 | Percentage of 2015 Total | 2014 | Percentage of 2014 Total | 2019 | Percentage of 2019 Total | 2018 | Percentage of 2018 Total | 2017 | Percentage of 2017 Total | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | (in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| A | $ | 162.6 | 26.3 | % | $ | 159.6 | 25.8 | % | $ | 165.6 | 26.4 | % | $ | 185.4 | 27.9 | % | $ | 189.5 | 28.4 | % | $ | 176.9 | 28.2 | % | ||||||||||||||||||
| B | 161.0 | 26.0 | 159.2 | 25.7 | 159.3 | 25.4 | 175.9 | 26.5 | 171.6 | 25.8 | 159.4 | 25.4 | ||||||||||||||||||||||||||||||
| C | 195.7 | 31.7 | 203.5 | 32.8 | 207.5 | 33.0 | 183.2 | 27.6 | 188.7 | 28.3 | 188.0 | 30.0 | ||||||||||||||||||||||||||||||
| D | 88.0 | 14.2 | 86.0 | 13.9 | 82.6 | 13.2 | 103.4 | 15.6 | 100.5 | 15.1 | 91.9 | 14.7 | ||||||||||||||||||||||||||||||
| E | 9.8 | 1.6 | 9.7 | 1.6 | 11.0 | 1.7 | 14.1 | 2.1 | 12.2 | 1.8 | 9.4 | 1.5 | ||||||||||||||||||||||||||||||
| F | 1.3 | 0.2 | 1.4 | 0.2 | 1.8 | 0.3 | 2.0 | 0.3 | 3.2 | 0.5 | 1.0 | 0.2 | ||||||||||||||||||||||||||||||
| G | 0.2 | <0.1 | 0.1 | <0.1 | 0.1 | <0.1 | 0.6 | <0.1 | 0.5 | 0.1 | 0.3 | <0.1 | ||||||||||||||||||||||||||||||
| Total | $ | 618.6 | 100.0 | % | $ | 619.5 | 100.0 | % | $ | 627.9 | 100.0 | % | $ | 664.6 | 100.0 | % | $ | 666.2 | 100.0 | % | $ | 626.9 | 100.0 | % | ||||||||||||||||||
In-force premiums for our top ten types of insureds and as a percentage of our total in-force premiums as of December 31, 20162019 were as follows:
| Employer Classifications | In-force Premiums | Percentage of Total | |||||
| (in millions, except percentages) | |||||||
| Restaurants | $ | 159.4 | 25.8 | % | |||
| Hotels, Motels, and Clubs | 52.6 | 8.5 | |||||
| Automobile Service or Repair Shops | 50.0 | 8.1 | |||||
| Dentists, Optometrists, and Physicians | 32.8 | 5.3 | |||||
| Stores | 29.7 | 4.8 | |||||
| Real Estate Management | 22.2 | 3.6 | |||||
| Wholesale Stores | 19.9 | 3.2 | |||||
| Professional Services | 19.4 | 3.1 | |||||
| Groceries and Provisions | 17.8 | 2.9 | |||||
| Schools – Colleges and Religious Organizations | 16.0 | 2.6 | |||||
| Total | $ | 419.8 | 67.9 | % | |||
| Employer Classifications | In-force Premiums | Percentage of Total | |||||
| (in millions, except percentages) | |||||||
| Restaurants and Other Eating Places | $ | 164.4 | 24.7 | % | |||
| Hotels, Motels and Clubs | 52.1 | 7.8 | |||||
| Automobile Dealers | 29.1 | 4.4 | |||||
| Automotive Repair and Maintenance | 24.3 | 3.7 | |||||
| Real Estate Management | 21.1 | 3.2 | |||||
| Offices of Physicians | 19.1 | 2.9 | |||||
| Other Store Retailers | 15.9 | 2.4 | |||||
| Schools | 15.5 | 2.3 | |||||
| Wholesale Stores | 15.3 | 2.3 | |||||
| Grocery Stores | 13.4 | 2.0 | |||||
| Total | $ | 370.2 | 55.7 | % | |||
We currently write business in 36provide workers' compensation insurance throughout the United States, with the exception of four states and the D.C.that are served exclusively by their state funds. Our business is concentrated in California, which makes the results of our operations more dependent on the trends that are unique to that state and that may differ from national trends. State and federal legislation and regulation, court decisions, local competition, economic and employment trends, and workers' compensation medical cost trends can materially impact our financial results.
As of December 31, 2016,2019 and 2018, our policyholders had average annual in-force premiums of $7,293.6,735 and $7,281, respectively. We are not dependent on any single policyholder and the loss of any single policyholder would not have a material adverse effect on our business.
The following table shows our in-force premiums and number of policies in-force for each state with at leastapproximately five percent or more of our in-force premiums and all other states combined as of December 31:
| 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||||||||||||||
| State | In-force Premiums | Policies In-force | In-force Premiums | Policies In-force | In-force Premiums | Policies In-force | In-force Premiums | Policies In-force | In-force Premiums | Policies In-force | In-force Premiums | Policies In-force | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | |||||||||||||||||||||||||||||||||||||||||
| California | $ | 348.3 | 42,120 | $ | 352.2 | 44,080 | $ | 370.8 | 47,093 | $ | 329.8 | 43,079 | $ | 357.1 | 41,988 | $ | 349.4 | 40,573 | ||||||||||||||||||||||||
| Florida | 35.2 | 5,263 | 29.4 | 4,735 | 23.7 | 4,128 | 36.3 | 5,822 | 41.0 | 5,833 | 41.8 | 5,625 | ||||||||||||||||||||||||||||||
| Illinois | 30.6 | 3,106 | 32.5 | 3,286 | 31.6 | 3,102 | ||||||||||||||||||||||||||||||||||||
| Other (33 states and D.C.) | 204.5 | 34,333 | 205.3 | 32,395 | 201.8 | 30,979 | ||||||||||||||||||||||||||||||||||||
| New York | 31.7 | 5,679 | 23.9 | 3,663 | 12.3 | 2,038 | ||||||||||||||||||||||||||||||||||||
| Other (43 states and D.C.) | 266.8 | 44,104 | 244.2 | 40,014 | 223.4 | 37,258 | ||||||||||||||||||||||||||||||||||||
| Total | $ | 618.6 | 84,822 | $ | 619.5 | 84,496 | $ | 627.9 | 85,302 | $ | 664.6 | 98,684 | $ | 666.2 | 91,498 | $ | 626.9 | 85,494 | ||||||||||||||||||||||||
From 20142017 through 2016,2019, our total in-force premiums and number of policies in-force have remained relatively consistent, whileincreased 6.0% and 15.4%, respectively. During the same period, our in-force premiums andin California decreased 5.6%, while policy count in California decreased 6.1% and 10.6%increased 6.2%, respectively, reflecting our efforts to continue to diversify and grow our business in new and profitable markets. We cannot be certain how these trends will ultimately impact our consolidated financial position and results of operations.
Our premiums are generally a function of the applicable premium rate, the amount of the insured's payroll, and if applicable, a factor reflecting the insured's historical loss experience (experience modification factor). Premium rates vary by state according to the nature of the employees' duties and the business of the employer. The premium is computed by applying the applicable premium rate to each class of the insured's payroll after it has been appropriately classified. Total policy premium is determined after applying an experience modification factor and a further adjustment, known as a schedule rating adjustment, and other adjustments, which may be made in certain circumstances, to increase or decrease the policy premium. Schedule rating adjustments are made based on individual risk characteristics of the insured and subject to maximum amounts as established in our premium rate filings.
Our premium rates are based upon actuarial analyses for each state in which we do business, except in “administered pricing”administered pricing states, primarily Florida, Wisconsin, and Wisconsin,Idaho, where premium rates are set by state insurance regulators.
face. Given the strength of our balance sheet, the execution of our underwriting, claims, and increased 0.7%, and 11.3% duringinvestment strategies, we believe that we are well positioned for the years ended December 31, 2016, 2015, and 2014, respectively. Net rate is affected by a variety of factors including rate changes, underwriting risk profiles and pricing, and changes in business mix related to economic and competitive pressures. Pricing in California reflects schedule rating, filed rates, and experience modifiers. We began leveraging territorial multipliers and multiple insurance subsidiaries, each with different rate filings, to provide additional pricing options in California for policies incepting on or after June 1, 2014.current market cycle.
Losses and LAE Reserves and Loss Development
We are directly liable for losses and LAE under the terms of the insurance policies our insurance subsidiaries write. Significant periods of time can elapse between the occurrence of an insured loss, the reporting of the loss to us, and our payment of that loss. Loss reserves are reflected on our Consolidated Balance Sheets under the line item caption “Unpaid"Unpaid losses and loss adjustment expenses.”" Estimating reserves is a complex process that involves a considerable degree of judgment by management and is inherently uncertain. Loss reserve estimates represent a significant risk to our business, which we attempt to mitigate by frequently and routinely reviewing loss cost trends.
For a detailed description of our reserves, the judgments, key assumptions and actuarial methodologies that we use to estimate our reserves, and the role of our consulting actuary, see “Item"Item 7 –Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations –Critical Accounting Policies –Reserves for Losses and LAE”LAE" and Note 98 in the Notes to our Consolidated Financial Statements.
| 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | |||||||||||||||||||||||
| Net reserves for losses and LAE | (in millions) | ||||||||||||||||||||||||||||||||
| Originally estimated | $ | 1,209.7 | $ | 1,217.1 | $ | 1,430.1 | $ | 1,373.2 | $ | 1,323.7 | $ | 1,331.5 | $ | 1,426.2 | $ | 1,587.4 | $ | 1,700.2 | $ | 1,719.3 | $ | 1,721.0 | |||||||||||
| Net cumulative amounts paid as of: | |||||||||||||||||||||||||||||||||
| One year later | 109.1 | 127.9 | 214.5 | 206.7 | 218.6 | 225.5 | 261.7 | 319.7 | 355.2 | 354.1 | |||||||||||||||||||||||
| Two years later | 186.0 | 219.5 | 342.2 | 361.0 | 371.1 | 390.5 | 456.5 | 558.7 | 590.9 | ||||||||||||||||||||||||
| Three years later | 249.1 | 295.6 | 449.9 | 472.8 | 485.6 | 515.1 | 610.8 | 713.2 | |||||||||||||||||||||||||
| Four years later | 302.9 | 354.9 | 532.1 | 557.8 | 577.0 | 619.4 | 708.8 | ||||||||||||||||||||||||||
| Five years later | 345.8 | 405.6 | 598.5 | 628.9 | 656.4 | 687.5 | |||||||||||||||||||||||||||
| Six years later | 384.5 | 448.1 | 656.1 | 692.1 | 711.4 | ||||||||||||||||||||||||||||
| Seven years later | 417.6 | 484.7 | 708.4 | 737.7 | |||||||||||||||||||||||||||||
| Eight years later | 447.6 | 521.3 | 746.6 | ||||||||||||||||||||||||||||||
| Nine years later | 475.9 | 548.4 | |||||||||||||||||||||||||||||||
| Ten years later | 498.0 | ||||||||||||||||||||||||||||||||
| Net reserves re-estimated as of: | |||||||||||||||||||||||||||||||||
| One year later | 1,149.6 | 1,151.2 | 1,378.8 | 1,359.0 | 1,324.8 | 1,333.3 | 1,433.2 | 1,592.0 | 1,693.1 | 1,700.9 | |||||||||||||||||||||||
| Two years later | 1,085.4 | 1,100.7 | 1,352.0 | 1,340.4 | 1,313.1 | 1,334.0 | 1,429.8 | 1,603.8 | 1,669.5 | ||||||||||||||||||||||||
| Three years later | 1,035.0 | 1,079.9 | 1,320.0 | 1,324.8 | 1,312.3 | 1,329.6 | 1,428.7 | 1,596.9 | |||||||||||||||||||||||||
| Four years later | 1,010.4 | 1,046.6 | 1,303.0 | 1,305.2 | 1,302.5 | 1,305.2 | 1,429.6 | ||||||||||||||||||||||||||
| Five years later | 973.9 | 1,038.7 | 1,277.7 | 1,291.3 | 1,258.7 | 1,304.6 | |||||||||||||||||||||||||||
| Six years later | 962.8 | 1,004.4 | 1,263.7 | 1,235.2 | 1,262.2 | ||||||||||||||||||||||||||||
| Seven years later | 921.9 | 987.2 | 1,199.6 | 1,241.0 | |||||||||||||||||||||||||||||
| Eight years later | 904.1 | 927.3 | 1,206.2 | ||||||||||||||||||||||||||||||
| Nine years later | 837.1 | 934.4 | |||||||||||||||||||||||||||||||
| Ten years later | 839.3 | ||||||||||||||||||||||||||||||||
| Net cumulative redundancy (deficiency): | 370.4 | 282.7 | 223.9 | 132.2 | 61.5 | 26.9 | (3.4 | ) | (9.5 | ) | 30.7 | 18.4 | — | ||||||||||||||||||||
| Gross reserves - December 31 | 2,307.8 | 2,269.7 | 2,506.5 | 2,425.7 | 2,279.7 | 2,272.4 | 2,231.5 | 2,330.5 | 2,369.7 | 2,347.5 | 2,301.0 | ||||||||||||||||||||||
| Reinsurance recoverable, gross | 1,098.1 | 1,052.6 | 1,076.4 | 1,052.5 | 956.0 | 940.8 | 805.4 | 743.1 | 669.5 | 628.2 | 580.0 | ||||||||||||||||||||||
| Net reserves - December 31 | 1,209.7 | 1,217.1 | 1,430.1 | 1,373.2 | 1,323.7 | 1,331.5 | 1,426.2 | 1,587.4 | 1,700.2 | 1,719.3 | 1,721.0 | ||||||||||||||||||||||
| Gross re-estimated reserves | 1,722.4 | 1,781.1 | 2,062.8 | 2,057.1 | 2,017.4 | 2,020.1 | 2,110.9 | 2,252.7 | 2,297.4 | 2,306.4 | 2,301.0 | ||||||||||||||||||||||
| Re-estimated reinsurance recoverables | 883.1 | 846.7 | 856.7 | 816.1 | 755.2 | 715.5 | 681.3 | 655.8 | 627.9 | 605.5 | 580.0 | ||||||||||||||||||||||
| Net re-estimated reserves | 839.3 | 934.4 | 1,206.1 | 1,241.0 | 1,262.2 | 1,304.6 | 1,429.6 | 1,596.9 | 1,669.5 | 1,700.9 | 1,721.0 | ||||||||||||||||||||||
| Gross reserves for losses and LAE | |||||||||||||||||||||||||||||||||
| Originally estimated | 2,307.8 | 2,269.7 | 2,506.5 | 2,425.7 | 2,279.7 | 2,272.4 | 2,231.5 | 2,330.5 | 2,369.7 | 2,347.5 | 2,301.0 | ||||||||||||||||||||||
| Gross cumulative amounts paid as of: | |||||||||||||||||||||||||||||||||
| One year later | 152.9 | 170.6 | 258.4 | 269.8 | 260.8 | 263.6 | 296.9 | 355.4 | 386.3 | 385.9 | |||||||||||||||||||||||
| Two years later | 272.5 | 304.1 | 449.2 | 466.4 | 451.4 | 463.7 | 527.3 | 625.5 | 653.7 | ||||||||||||||||||||||||
| Three years later | 377.5 | 422.9 | 599.2 | 616.2 | 601.0 | 624.0 | 712.7 | 811.8 | |||||||||||||||||||||||||
| Four years later | 473.8 | 522.3 | 719.4 | 736.3 | 728.1 | 759.4 | 842.5 | ||||||||||||||||||||||||||
| Five years later | 557.0 | 609.8 | 821.0 | 843.2 | 838.6 | 859.2 | |||||||||||||||||||||||||||
| Six years later | 632.5 | 686.1 | 914.3 | 937.4 | 925.4 | ||||||||||||||||||||||||||||
| Seven years later | 699.3 | 754.2 | 997.6 | 1,014.8 | |||||||||||||||||||||||||||||
| Eight years later | 760.9 | 819.8 | 1,067.6 | ||||||||||||||||||||||||||||||
| Nine years later | 817.5 | 876.3 | |||||||||||||||||||||||||||||||
| Ten years later | 868.5 | ||||||||||||||||||||||||||||||||
| Gross reserves re-estimated as of: | |||||||||||||||||||||||||||||||||
| One year later | 2,233.2 | 2,200.7 | 2,470.7 | 2,373.5 | 2,299.7 | 2,164.6 | 2,196.1 | 2,282.7 | 2,342.5 | 2,306.4 | |||||||||||||||||||||||
| Two years later | 2,162.7 | 2,148.4 | 2,405.8 | 2,370.6 | 2,178.1 | 2,123.4 | 2,139.2 | 2,279.8 | 2,297.4 | ||||||||||||||||||||||||
| Three years later | 2,110.6 | 2,110.2 | 2,386.4 | 2,245.5 | 2,136.2 | 2,067.7 | 2,128.5 | 2,252.7 | |||||||||||||||||||||||||
| Four years later | 2,074.5 | 2,094.1 | 2,260.0 | 2,185.5 | 2,076.4 | 2,038.5 | 2,110.9 | ||||||||||||||||||||||||||
| Five years later | 2,050.2 | 1,983.2 | 2,194.8 | 2,122.7 | 2,030.9 | 2,020.1 | |||||||||||||||||||||||||||
| Six years later | 1,936.4 | 1,906.2 | 2,132.8 | 2,067.9 | 2,017.4 | ||||||||||||||||||||||||||||
| Seven years later | 1,857.2 | 1,840.9 | 2,073.3 | 2,057.1 | |||||||||||||||||||||||||||||
| Eight years later | 1,791.6 | 1,782.0 | 2,062.8 | ||||||||||||||||||||||||||||||
| Nine years later | 1,726.2 | 1,781.1 | |||||||||||||||||||||||||||||||
| Ten years later | 1,722.4 | ||||||||||||||||||||||||||||||||
| Gross cumulative redundancy: | $ | 585.4 | $ | 488.6 | $ | 443.7 | $ | 368.6 | $ | 262.3 | $ | 252.3 | $ | 120.6 | $ | 77.8 | $ | 72.3 | $ | 41.1 | $ | — | |||||||||||
Reinsurance
Reinsurance is a transaction between insurance companies in which an original insurer, or ceding company, remits a portion of its premiums to a reinsurer, or assuming company, as payment for the reinsurer assuming a portion of the risk. Excess of loss reinsurance may be written in layers, in which a reinsurer or group of reinsurers accepts a band of coverage in excess of a specified amount, or retention, and up to a specified amount. Any liability exceeding the coverage limits of the reinsurance program is retained by the ceding company. The ceding company also bears the risk of a reinsurer's unwillingness or inability to pay. Consistent with general industry practices, we purchase excess of loss reinsurance to protect us against the impact of large individual, irregularly-occurring losses, and aggregate catastrophic losses from natural perils and terrorism, excluding nuclear, biological, chemical, and radiological events. Such reinsurance reduces the magnitude of such losses on our net income and the capital of our insurance subsidiaries.
Excess of Loss Reinsurance
Our current reinsurance program applies to all covered losses occurring between 12:01 a.m. July 1, 20162019 and 12:01 a.m. July 1, 20172020 and consists of one treaty covering excess of loss and catastrophic loss events in four layers of coverage. Our reinsurance coverage is $190.0 million in excess of our $10.0 million retention on a per occurrence basis, subject to certain exclusions. The coverage under our annual reinsurance programs that ended each of July 1, 20162019 and 20152018 was $193.0 million and $195.0$190.0 million in excess of our $7.0 million and $5.0$10.0 million retention on a per occurrence basis, respectively.basis. We are solely responsible for any losses we suffer above $200.0 million except those covered by the Terrorism Risk Insurance Program Reauthorization Act of 20152019 (TRIPRA of 2015)2019). See "—Terrorism Risk Insurance Program." Covered losses whichthat occur prior to expiration or cancellation of the applicable reinsurance agreement continue to be obligations of the subscribing reinsurers, subject to the other conditions in the agreement. The subscribing reinsurers may terminate the agreement only for our breach of the obligations of the agreement. We are responsible for the losses if the subscribing reinsurer cannot or refuses to pay.
The agreement includes certain exclusions for which our subscribing reinsurers are not liable for losses, including but not limited to losses arising from the following: reinsurance assumed by us under pooling arrangements; financial guarantee and insolvency; certain nuclear risks; liability as a member, subscriber, or reinsurer of any pool, syndicate, or association, but not assigned risk plans; liability arising from participation or membership in any insolvency fund; loss or damage caused by war other than acts of terrorism or civil commotion; workers' compensation business covering persons employed in Minnesota; and any loss or damage caused by any act of terrorism involving biological, chemical, nuclear, or radioactive pollution or contamination. Our underwriting guidelines generally require that insured risks fall within the coverage provided in the reinsurance program. Executive review and approval would be required if we were to write risks outside the reinsurance program.
The agreement provides that we, or any subscribing reinsurer, may request commutation of any outstanding claim or claims 10 years after the effective date of termination or expiration of the agreements and provides a mechanism for the parties to achieve valuation for commutation. We may require a special commutation of the percentage share of any loss in the reinsurance program of any subscribing reinsurer that is in runoff.
We believe that our reinsurance program meets our current needs.
As of December 31, 2019, approximately 55% of our excess of loss reinsurance program was provided by reinsurers domiciled in the United Kingdom.
We believe that the exit of the United Kingdom from the European Union (BREXIT) is unlikely to affect our excess of loss reinsurance program because it is the Credit for Reinsurance Law and the Credit for Reinsurance Regulation in the ceding insurers' state of domicile (the Reinsurance Regulations) that governs the statutory treatment of both U.S. and Non-U.S. reinsurers; therefore,
provided that our reinsurers domiciled in the United Kingdom continue to maintain the collateral required by the Reinsurance Regulations at all times, our excess of loss reinsurance program will likely be unaffected by BREXIT.
LPT Agreement
In 1999, the Fund entered into a retroactive 100% quota share reinsurance agreement through a loss portfolio transfer transaction with third party reinsurers. The LPT Agreement commenced on June 30, 1999 and will remain in effect until all claims under the covered policies have closed, the agreement is commuted or terminated upon the mutual agreement of the parties, or the reinsurers' aggregate maximum limit of liability is exhausted, whichever occurs earlier. The LPT Agreement does not provide for any additional termination terms. On January 1, 2000, EICN assumed all of the assets, liabilities and operations of the Fund, including the Fund's rights and obligations associated with the LPT Agreement.
Under the LPT Agreement, the Fund initially ceded $1.5 billion in liabilities for the incurred but unpaid losses and LAE related to claims incurred prior to July 1, 1995, for consideration of $775.0 million in cash. The LPT Agreement, which ceded to the reinsurers substantially all of the Fund's outstanding losses as of June 30, 1999 for claims with original dates of injury prior to July 1, 1995, provides coverage for losses up to $2.0 billion, excluding losses for burial and transportation expenses. The estimated remaining liabilities subject to the LPT Agreement were approximately $465.5380.4 million and $498.0$408.2 million,, as of December 31, 20162019 and 20152018, respectively (See Note 109 in the Notes to our Consolidated Financial Statements). Losses and LAE paid with respect to the LPT Agreement totaled approximately $722.7796.2 million and $695.2$773.7 million through December 31, 20162019 and 20152018, respectively.
The reinsurers agreed to assume responsibilities for the claims at the benefit levels which existed in June 1999. The LPT Agreement required each reinsurer to place assets supporting the payment of claims by them in a trust that requires collateral be held at a specified level. The level must not be less than the outstanding reserve for losses and a loss expense allowance equal to 7% of estimated paid losses discounted at a rate of 6%. If the assets held in trust fall below this threshold, we may require the reinsurers
to contribute additional assets to maintain the required minimum level of collateral. The value of these assets as of December 31, 20162019 and 20152018 was $355.7341.0 million and $1,445.9$311.6 million,, respectively.
The reinsurers currently party to the LPT Agreement are Chubb Bermuda Insurance Limited, XL Re Limited, and National Indemnity Company. The contract provides that during the term of the agreement all reinsurers need to maintain aan A.M. Best financial strength rating of not less than “A-”"A-" (Excellent) as determined by A.M. Best.. Currently, each of the reinsurers that are a party to the LPT Agreement has a rating that satisfies this requirement.
We account for the LPT Agreement as retroactive reinsurance. Upon entry into the LPT Agreement, an initial deferred reinsurance gain was recorded as a liability on our Consolidated Balance Sheets as Deferred Gain. We are also entitled to receive a contingent profit commission under the LPT Agreement. The contingent profit commission is estimated based on both actual paid results to date and projections of expected paid losses under the LPT Agreement.Agreement through June 30, 2024. As of December 31, 20162019, our estimate of the ultimate expected contingent profit commission was $67.5$68.6 million, of which $36.4$55.4 million has been settled as of December 31, 2016.settled.
Recoverability of Reinsurance
Reinsurance makes the assuming reinsurer liable to the ceding company to the extent of the reinsurance; however, it does not discharge the ceding company from its primary liability to its policyholders in the event the reinsurer cannot or refuses to pay its obligations under such reinsurance. We monitor the financial strength of our reinsurers and do not believe that we are currently exposed to any material credit risk through our reinsurance arrangements becauseas substantially all of our reinsurance is recoverable from large, well-capitalized reinsurance companies.companies with A.M. Best financial strength ratings of "A-" (Excellent), or better. At December 31, 20162019, $3.5$2.7 million of our reinsurance recoverables were collateralizedwas held as collateral by cash or letters of credit for our reinsurance recoverables and an additional $355.7341.0 million was held in trust accounts for our benefit in support of reinsurance recoverables specifically related to the LPT Agreement.
| Reinsurer | A.M. Best Rating(1) | Total Losses and LAE Paid | Total Unpaid Losses and LAE | Total | ||||||||||
| (in millions) | ||||||||||||||
| ACE Property & Casualty Insurance Company | A++ | $ | — | $ | 2.3 | $ | 2.3 | |||||||
| American Healthcare Indemnity Company | N/R | — | 2.3 | 2.3 | ||||||||||
| Aspen Insurance UK Limited | A | 0.2 | 5.7 | 5.9 | ||||||||||
| Chubb Bermuda Insurance Limited | A++ | 0.7 | 46.5 | 47.2 | ||||||||||
| Everest Reinsurance Company | A+ | — | 1.2 | 1.2 | ||||||||||
| Finial Reinsurance | A- | — | 4.5 | 4.5 | ||||||||||
| Hannover Ruck SE | A+ | 0.3 | 12.9 | 13.2 | ||||||||||
| Lloyd's Syndicates | A | 0.3 | 45.5 | 45.8 | ||||||||||
| Markel Bermuda Limited | A | — | 1.7 | 1.7 | ||||||||||
| Munich Reinsurance America, Inc. | A+ | 0.1 | 4.2 | 4.3 | ||||||||||
| National Indemnity Company | A++ | 3.8 | 256.0 | 259.8 | ||||||||||
| National Union Fire Insurance Co of Pittsburgh | A | 0.1 | 2.6 | 2.7 | ||||||||||
| ReliaStar Life Insurance Company | A | 0.1 | 1.5 | 1.6 | ||||||||||
| Safety National Casualty Corporation | A+ | — | 2.6 | 2.6 | ||||||||||
| ST Paul Fire & Marine Insurance Company | A++ | 0.1 | 4.3 | 4.4 | ||||||||||
| Swiss Reinsurance America Corporation | A+ | 0.2 | 9.2 | 9.4 | ||||||||||
| Tokio Marine America Insurance Company (TMAIC) (US) | A++ | 0.1 | 7.5 | 7.6 | ||||||||||
| XL Bermuda Ltd | A | 2.4 | 162.9 | 165.3 | ||||||||||
| All Other | Various | 0.2 | 6.6 | 6.8 | ||||||||||
| Total | $ | 8.7 | $ | 580.0 | $ | 588.7 | ||||||||
We review the aging of our reinsurance recoverables on a quarterly basis and no material amounts due from our reinsurers have been written-off as uncollectible since our inception in 2000. At December 31, 20162019, 1.1%less than 2% of our reinsurance recoverables on paid losses were greater than 90 days overdue.
Terrorism Risk Insurance Program
The Terrorism Risk Insurance Act of 2002 (2002 Act) was initially enacted in November 2002, modified and extended in 2005, again in 2007, 2015, and most recently in 2015.2019. Now known as the Terrorism Risk Insurance Program Reauthorization Act of 20152019 (TRIPRA of 2015)2019), the program is designed to allow the insurance industry and the federal government to share losses from declared terrorist events according to a specific formula, and is in effect until December 31, 2020.2027.
The workers' compensation laws of the various states generally do not permit the exclusion of coverage for losses arising from terrorism or nuclear, biological, chemical, or radiological attacks. In addition, we are not able to limit our losses arising from any one catastrophe or from any one claimant. Our reinsurance policies exclude coverage for losses arising out of nuclear, biological, chemical, or radiological attacks. Under TRIPRA of 2015,2019, federal protection may be provided to the insurance industry for certain acts of foreign and domestic terrorism, including nuclear, biological, chemical, or radiological attacks.
The impacts of any future terrorist acts are unpredictable, and the ultimate impact on our insurance subsidiaries, if any, of losses from any future terrorist acts will depend upon their nature, extent, location, and timing. We monitor the geographic concentration of our policyholders to help mitigate the risk of loss from terrorist acts.
Investments
Our investment portfolio is structured to support our need for: (i) optimizing our risk-adjusted total return; (ii) providing adequate liquidity; (iii) facilitating financial strength and stability; and (iv) ensuring regulatory and legal compliance.
As of December 31, 2016,2019, the total amortized cost of our investment portfolio was $2.4$2.6 billion and its fair value was $2.6$2.7 billion. These investments provide a steady source of income, which may fluctuate with changes in interest rates and our current investment strategies.
While we oversee all of our investment activities, we employ Conning and Company (Conning) as our independent investment manager. Conning followsmanagers (Investment Managers). Our Investment Managers follow our written investment guidelines, based upon strategieswhich are approved by ourthe Finance Committee of the Board of Directors and ourDirectors. Our asset allocation is reevaluated by management and reviewed by the Finance Committee of the Board of Directors on a quarterly basis. We also utilize Conning'sour Investment Managers' investment advisory services. These services include investment accounting and portfolio modeling using Dynamic Financial Analysis (DFA). The DFA tool is utilizedto assist us in developing a tailored set of portfolio targets and objectives, which in turn, are considered when constructing an optimal portfolio.objectives.
Additional information regarding our investment portfolio, including our approach to managing investment risk, is set forth under “Item"Item 7 –Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations –Liquidity and Capital Resources –Investments”–Investments" and “Item"Item 7A –Quantitative and Qualitative Disclosures about Market Risk.”"
Marketing and Distribution
We market our workers' compensation insurance products through independent local, regional, and national agents and brokers, and through alternative distribution channels, including our largest partner ADP, Inc. (ADP), and national, regional, and local trade groups and associations.
Independent Insurance Agents and Brokers
We establish and maintain strong, long-term relationships with independent insurance agencies that actively market our products and services. We offer ease of doing business, provide responsive service, and pay competitive commissions. Our sales representatives and underwriters work closely with independent agencies to market and underwrite our business. This results in enhanced understanding of the businesses and risks we underwrite and the needs of prospective customers. We do not delegate underwriting authority to agents or brokers. We are not dependent on any one agency and the loss of any one agency would not be material.material to our operations.
We had approximately 4,0004,100 independent agencies that marketed and sold our insurance products at December 31, 2016.2019. Independent agencies generated 74.7%75.1%, 75.8%76.7%, and 76.2%78.2% of in-force premiums at December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively, and our largest agency generated onetwo percent or less of our in-force premiums at each of December 31, 2016, 2015,2019, 2018, and 2014.
Alternative Distribution Channels
We have developed and continue to add to important distribution channels for our products and services that serve as an alternative to our strong independent agency distribution channel. These alternative distribution channels utilize partnerships and alliances with entities such as payroll companies and health care and property and casualty insurers for which we provide workers’workers' compensation insurance coverage. Our small business, low to medium hazard workers’workers' compensation insurance products are jointly offered and marketed with and through our partners and alliances.
Alternative distribution channels generated 25.1%24.9%, 23.9%23.1%, and 23.6%21.6% of our in-force premiums as of December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively.
Our relationship with ADP is non-exclusive; however, we believe that we are a key partner of ADP for our selected markets and classes of business. Our agreement with ADP may be terminated at any time by either party without cause upon
Direct-to-Customer
To address the changing buying behaviors of small and micro-businesses, we recently launched Cerity, which offers digital insurance solutions, including direct-to-customer workers' compensation coverage. Cerity is based in Austin, Texas and began offering workers' compensation insurance in January 2019. Cerity focuses on a 120 day notice.limited number of classes where we believe that customers prefer an online experience.
Competition and Market Conditions
The insurance industry is highly competitive, and there is significant competition in the national workers' compensation industry that is based on price and quality of services. We compete with other specialty workers' compensation carriers, state agencies, multi-line insurance companies, professional employer organizations, self-insurance funds, and state insurance pools. Many of our competitors are significantly larger, are more widely known, and/or possess considerably greater financial resources. Our primary competitors are AmTrust Financial Services, Inc., Berkshire Hathaway Homestate Companies, The Hartford Financial Services Group, Inc., ICW Group, and Travelers Insurance Group Holdings, Inc.
Regulation
State Insurance Regulation
Insurance companies are subject to regulation and supervision by the insurance regulator in the state in which they are domiciled and, to a lesser extent, other states in which they conduct business. These state agencies have broad regulatory, supervisory, and administrative powers, including, among other things, the power to grant and revoke licenses to transact business, license agencies, set the standards of solvency to be met and maintained, determine the nature of, and limitations on, investments and dividends, approve policy forms and rates in some states, periodically examine financial statements, determine the form and content of required financial statements, set the rates that we may charge in some states, and periodically examine market conduct.
Detailed annual and quarterly financial statements, prepared in accordance with statutory accounting principles (SAP), and other reports are required to be filed with the insurance regulator in each of the states in which we are licensed to transact business. The California Department of Insurance (California DOI), Florida Office of Insurance Regulation (Florida OIR), and Nevada Division of Insurance (Nevada DOI), and New York Department of Financial Services (New York DFS) periodically examine the statutory financial statements of their respective domiciliary insurance companies. In 2015, the California DOI and Nevada DOI completed financial examinations for ECIC and EICN, respectively, and in 2016, the Florida OIR completed its regularly scheduled exams for EPIC and EAC. There were no material findings. The California DOI, Florida OIR, Nevada DOI, and New York DFS have initiated the next regularly scheduled exams of each of our insurance subsidiaries.
Many states have laws and regulations that limit an insurer's ability to withdraw from a particular market. For example, states may limit an insurer's ability to cancel or not renew policies. Furthermore, certain states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan that is approved by the state insurance regulator. The state insurance regulator may disapprove a plan that may lead to market disruption. We are subject to laws and regulations of this type, and these laws and regulations may restrict our ability to exit unprofitable markets.
Holding Company Regulation. Nearly all states have enacted legislation that regulates insurance holding company systems. Each insurance company in a holding company system is required to register with the insurance regulator of its state of domicile 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 within the system. All transactions within a holding company system affecting an insurer must have fair and reasonable terms, the charges or fees for services performed must be reasonable, the insurer's total statutory surplus following any transaction must be both reasonable in relation to its outstanding liabilities and adequate for its needs, and are subject to other standards and requirements established by law and regulation. Notice to state insurance regulators is required prior to the consummation of certain affiliated and other transactions involving our insurance subsidiaries and such transactions may be disapproved by the state insurance regulators.
Pursuant to applicable insurance holding company laws, EICN is required to register with the Nevada DOI, ECIC is required to register with the California DOI, and EPIC and EAC are required to register with the Florida OIR.OIR, EICN is required to register with the Nevada DOI, and CIC is required to register with the New York DFS. Additionally, EPIC and EAC are commercially domiciled in California and are required to register with the California DOI. Under these laws, the respective
state insurance regulators may examine us at any time, require disclosure of material transactions, and require prior notice for, or approval of, certain transactions.
Change of Control. Our insurance subsidiaries are domiciled in California, Florida, CaliforniaNevada, and Nevada.New York. The insurance laws of these states generally require that any person seeking to acquire control of a domestic insurance company must obtain the prior approval of the state's insurance commissioner. In Florida,California, Nevada, and New York, "control" is generally presumed to exist through the direct or indirect ownership of 5%10% or more of the voting securities of a domestic insurance company or of any entity that controls a domestic insurance company. In California and Nevada,Florida, "control" is generally presumed to exist through the direct or indirect ownership of 10% 5%
or more of the voting securities of a domestic insurance company or of any entity that controls a domestic insurance company. In addition, insurance laws in many states in which we are licensed require pre-notification to the state's insurance commissioner of a change in control of a non-domestic insurance company licensed in those states.
Statutory Accounting and Solvency Regulations. State insurance regulators closely monitor the financial condition of insurance companies reflected in financial statements based on SAP and can impose significant financial and operating restrictions on an insurance company that becomes financially impaired under SAP guidelines. State insurance regulators can generally impose restrictions or conditions on the activities of a financially impaired insurance company, including: the transfer or disposition of assets; the withdrawal of funds from bank accounts; payment of dividends or other distributions; the extension of credit or the advancement of loans; and investments of funds, including business acquisitions or combinations.
Financial, Dividend, and Investment Restrictions. State laws require insurance companies to maintain minimum levels of surplus and place limits on the amount of premiums a company may write based on the amount of that company's surplus. These limitations may restrict the rate at which our insurance operations can grow.
State laws also require insurance companies to establish reserves for payments of policyholder liabilities and impose restrictions on the kinds of assets in which insurance companies may invest. These restrictions may require us to invest in assets more conservatively than we would if we were not subject to state restrictions and may prevent us from obtaining as high a return on our assets as we might otherwise be able to realize absent the restrictions.
The ability of EHI to pay dividends on common stock, repurchase common stock, and to pay other expenses will be dependent to a significant extent upon the ability of our insurance subsidiaries (EICN, ECIC, EPIC, EAC, and EAC)CIC) to pay dividends to their immediate holding company, Employers Group, Inc. (EGI) and Cerity Group, Inc. (CGI) and, in turn, the ability of EGI and CGI to pay dividends to EHI. On December 31, 2016, the legal structure of our insurance subsidiaries changed such that all four of our insurance subsidiaries are now wholly owned by EGI (ECIC is no longer a wholly owned subsidiary of EICN and EAC is no longer a wholly owned subsidiary of EPIC). This change in legal structure allows each of our insurance subsidiaries to pay dividends directly to EGI. Additional information regarding financial, dividend, and investment restrictions is set forth in Note 1514 in the Notes to our Consolidated Financial Statements.
Insurance Assessments. All of the states where our insurance subsidiaries are licensed to transact business require property and casualty insurers doing business within the state to pay various insurance assessments. We accrue a liability for estimated insurance assessments as direct premiums are written, losses are recorded, or as other events occur in accordance with various states' laws and regulations, and defer these costs and recognize them as an expense as the related premiums are earned. Various mechanisms exist in some of these states for assessed insurance companies to recover certain assessments. Additional information regarding insurance assessments is set forth in Note 1211 in the Notes to our Consolidated Financial Statements.
Pooling Arrangements. As a condition to conducting business in some states, insurance companies are required to participate in mandatory workers' compensation shared market mechanisms, or pooling arrangements, which provide workers' compensation insurance coverage to private businesses that are otherwise unable to obtain coverage due, for example, to their prior loss experiences.coverage.
The National Association of Insurance Commissioners (NAIC). The NAIC is a group formed by state insurance regulators to discuss issues and formulate policy with respect to regulation, reporting, and accounting of and by U.S. insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states and other states in which they conduct business, the NAIC is influential in determining the form in which insurance laws are enacted. Model Insurance Laws, Regulations, and Guidelines (Model Laws) have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws that provide for substantially similar regulations to those described in the Model Laws is a requirement for accreditation of state insurance regulatory agencies by the NAIC.
Under the Model Laws, insurers are required to maintain minimum levels of capital based on their investments and operations. These risk-based capital (RBC) requirements provide a standard by which regulators can assess the adequacy of an insurance company's capital and surplus relative to its operations. An insurance company must maintain capital and surplus of at least 200% of the RBC computed by the NAIC's RBC model, known as the “Authorized"Authorized Control Level”Level" of RBC. At December 31, 20162019, each of our insurance subsidiaries had total adjusted capital in excess of the minimum RBC requirements.
The key financial ratios of the NAIC's Insurance Regulatory Information System (IRIS) were developed to assist state regulators in overseeing the financial condition of insurance companies. These ratios are reviewed by financial examiners of the NAIC and state insurance regulators for the purposes of detecting financial distress and preventing insolvency and to select those companies that merit highest priority in the allocation of the regulators' resources. IRIS identifies 13 key financial ratios and specifies a “usual range”"usual range" for each. Departure from the usual ranges on four or more of the ratios can lead to inquiries from individual state insurance regulators as to certain aspects of an insurer's business. None of our insurance subsidiaries is currently subject to any action by any state regulator with respect to IRIS ratios.
Item 1A. Risk Factors
Investing in our common stock involves risks.In evaluating our company, you should carefully consider the risks described below, together with all the information included or incorporated by reference in this report. The risks facing our company include, but
are not limited to, those described below. Additional risks that we are not presently aware of or that we currently believe are immaterial may also impair our business operations. The occurrence of one or more of these events could significantly and adversely affect our business, financial condition, results of operations, cash flows, and stock price, and you could lose all or part of your investment.
Our liability for losses and LAE is based on estimates and may be inadequate to cover our actual losses and expenses.
We must establish and maintain reserves for our estimated losses and LAE. We establish loss reserves inon our financial statements that represent an estimate of amounts needed to pay and administer claims with respect to insured claims that have occurred, including claims that have occurred but have not yet been reported to us. Loss reserves are estimates of the ultimate cost of individual claims based on actuarial estimation techniques, are inherently uncertain, and do not represent an exact measure of liability. Additionally, any changes to our claims management and/or actuarial reserving processes could introduce volatility in our estimates of losses and LAE. Any changes in these estimates could be material and could have an adverse effect on our results of operations and financial condition during the period the changes are made.
Several factors contribute to the inherent uncertainty in establishing estimated losses, including the length of time to settle long-term, severe cases, claim cost inflation (deflation) trends, and uncertainties in the long-term outcome of legislative reforms. Judgment is required in applying actuarial techniques to determine the relevance of historical payment and claim settlement patterns under current facts and circumstances. In certain states, we have a relatively short operating history and must rely on a combination of industry experience and our specific experience regarding claims emergence and payment patterns, medical cost inflation, and claim cost trends, adjusted for future anticipated changes in claims-related and economic trends, as well as regulatory and legislative changes, to establish our best estimate of reserves for losses and LAE. As we receive new information and update our assumptions over time regarding the ultimate liability, our loss reserves may prove to be inadequate to cover our actual losses, and we have in the past made, and may in the future make, adjustments to our reserves based on a number of factors.
The insurance business is subject to extensive regulation and legislative changes, which impact the manner in which we operate our business.
Our insurance business is subject to extensive regulation by the applicable state agencies in the jurisdictions in which we operate, most significantly by the insurance regulators in California, Florida, Nevada, and Nevada,New York, the states in which our insurance subsidiaries are domiciled. Changes in laws and regulations could have a significant negative impact on our business. As of December 31, 20162019, more thannearly one-half of our in-force premiums were generated in California. Accordingly, we are particularly affected by regulation in California.
More generally, insurance regulators have broad regulatory powers designed to protect policyholders and claimants, and not stockholders or other investors. Regulations vary from state to state, but typically address or include:
standards of solvency, including RBC measurements;
restrictions on the nature, quality, and concentration of investments;
restrictions on the types of terms that we can include in the insurance policies we offer;
mandates that may affect wage replacement and medical care benefits paid under the workers' compensation system;
requirements for the handling and reporting of claims and procedures for adjusting claims;
restrictions on the way rates are developed and premiums are determined;
the manner in which agents may be appointed;
establishment of liabilities for unearned premiums, unpaid losses and LAE;
limitations on our ability to transact business with affiliates;
mergers, acquisitions, and divestitures involving our insurance subsidiaries;
licensing requirements and approvals that affect our ability to do business;
compliance with all applicable privacy laws;
compliance with cyber-security laws and regulations;
potential assessments for the settlement of covered claims under insurance policies issued by impaired, insolvent, or failed insurance companies or other assessments imposed by regulatory agencies; and
the amount of dividends that our insurance subsidiaries may pay to EGI and CGI and, in turn, the ability of EGI and CGI to pay dividends to EHI.
Workers' compensation insurance is statutorily provided for in all of the states in which we do business. State laws and regulations specify the form and content of policy coverage and the rights and benefits that are available to injured workers, their representatives, and medical providers. Additionally, any retrospective change in regulatorily required benefits could materially increase the benefits costs that we would be responsible for to the extent of the legislative increase. In “administered pricing”"administered pricing" states, insurance rates are set by the state insurance regulators and are adjusted periodically. Rate competition is generally not permitted in these states. Of the states in which we currently operate, Florida, Wisconsin, and Idaho are administered pricing states. Additionally, we are exposed to the risk that other states in which we operate will adopt administered pricing laws.
Legislation and regulation impact our ability to investigate fraud and other abuses of the workers' compensation system in the states in which we do business. Our relationships with medical providers are also impacted by legislation and regulation, including penalties for failure to make timely payments.
Federal legislation typically does not directly impact our workers' compensation business, but our business can be indirectly affected by changes in healthcare, occupational safety and health, and tax and financial regulations. Since healthcare costs are the largest component of our loss costs, we may be impacted by changes in healthcare legislation, such as the effects of the Affordable Care Act, or any modification thereof, which could affect healthcare costs and delivery in the future. There is also the possibility of federal regulation of insurance.
This extensive regulation of our business may affect the cost or demand for our products and may limit our ability to obtain rate increases or to take other actions that we might desire to maintain our profitability. In addition, we may be unable to maintain all required approvals or comply fully with applicable laws and regulations, or the relevant governmental authority's interpretation of such laws and regulations. If that were to occur, we might lose our ability to conduct business in certain jurisdictions. Further, changes in the level of regulation of the insurance industry or changes in laws or regulations or interpretations by regulatory authorities could impact our operations, require us to bear additional costs of compliance, and impact our profitability.
If we fail to price our insurance policies appropriately, our business competitiveness, financial condition, and results of operations could be materially adversely affected.
Premiums are based on the particular class of business and our estimates of expected losses and LAE and other expenses related to the policies we underwrite. We analyze many factors when pricing a policy, including the policyholder's prior loss history and industry classification. Inaccurate information regarding a policyholder's past claims experience or inaccurate estimates of expected losses and LAE could put us at risk for mispricing our policies, which could have a material adverse effect on our business, financial condition, and results of operations. For example, when initiating coverage on a policyholder, we must rely on the information provided by the policyholder, agent, or the policyholder's previous insurer(s) to properly estimate future claims expense. In order to set premium rates accurately, we must utilize an appropriate pricing model whichthat correctly assesses risks based on their individual characteristics and takes into account actual and projected industry characteristics.
We rely on statistical data models and analytics that leverage internal and external data.
We use models to help make decisions related to, among other things, underwriting, pricing, claims management, reserving, capital allocation, and investments. These models incorporate various assumptions and forecasts that are subject to inherent limitations of any statistical analysis as the historical internal and industry data and assumptions used in the models may not accurately reflect the future. As a result, actual results may differ materially from expectations and our results of operations and financial condition could be materially adversely affected.
As our industry becomes increasingly reliant on data analytics to improve pricing and be more targeted in marketing, our competitors may have better information or be more efficient in leveraging analytics than we are, which could put us at a competitive disadvantage.
Our concentration in California ties our performance to the business, economic, demographic, natural perils, competitive, and regulatory conditions in that state.
Our business is concentrated in California, where we generated 56%nearly one-half of our in-force premiums as of December 31, 20162019. Accordingly, the loss environment and unfavorable business, economic, demographic, natural perils, competitive, and regulatory conditions in California could negatively impact our business.
Many California businesses are dependent on tourism revenues, which are, in turn, dependent on a robust economy. A downturn in the national economy or the economy of California, or any other event that causes deterioration in tourism, could adversely impact small businesses, such as restaurants, that we have targeted as customers. The departure from California or insolvency of a significant number of small businesses could also have a material adverse effect on our financial condition and results of operations. California is also exposed to climate and environmental changes, natural perils such as earthquakes, and susceptible to the possibility of pandemics or terrorist acts. Additionally, the workers' compensation industry has seen an increase ina higher level of claims litigation in California.California, which could expose us to further liabilities beyond what are currently expected and included on our financials. Because of the concentration of our business in California, we may be exposed to losses and business, economic, and regulatory risks or risk from natural perils that are greater than the risks associated with companies with greater geographic diversification.
We rely on independent insurance agents and brokers.
We market and sell the majority of our insurance products primarily through independent, non-exclusive insurance agents and brokers. These agents and brokers are not obligated to promote our products and can and do sell our competitors' products. In addition, these agents and brokers may find it easier to promote the broader range of programs of some of our competitors than to promote our single-line workers' compensation insurance products. Additionally, any changes in the distribution of our insurance products, including Cerity's direct-to-customer workers' compensation insurance offerings or other potential market disruptions, could
negatively impact the relationship between us and our independent agents and brokers. The loss of a number of our independent agents and brokers or the failure or inability of these agents and brokers to successfully market our insurance programsproducts could have a material adverse effect on our business, financial condition, and results of operations.
We rely on our relationship with our principal distribution partner.
We have an agreement with our principal distribution partner, ADP, to market and service our insurance products through its sales forces and insurance agencies. ADP generated 12.4%11.7% of our total in-force premiums as of December 31, 20162019. Our agreement with ADP is not exclusive, and ADP may terminate the agreement without cause upon a 120 day notice.exclusive. The termination of this agreement, our failure to maintain a good relationship with ADP, or its failure to successfully market our products may materially reduce our revenues and could have a material adverse effect on our results of operations. In addition, we are subject to the risk that ADP may face financial difficulties, reputational issues, or problems with respect to its own products and services, any of which may lead to decreased sales of our products and services. Moreover, if ADP consolidates or aligns itself with another company or changes its products that are currently offered with our workers' compensation insurance products, we may lose business or suffer decreased revenues.
We are also subject to credit risk with respect to ADP, as it collects premiums on our behalf for the workers' compensation products that are marketed together with its own products. Any failure to remit such premiums to us or to remit such amounts on a timely basis could have an adverse effect on our results of operations.
A downgrade in our financial strength rating could reduce the amount of business that we are able to write or result in the termination of certain of our agreements with our strategic partners.
Rating agencies rate insurance companies based on financial strength as an indication of an ability to pay claims. Our insurance subsidiaries are currently assigned a group letter rating of “A-”"A-" (Excellent), with a "positive" outlook, by A.M. Best, which is the rating agency that we believe has the most influence on our business. This rating is assigned to companies that, in the opinion of A.M. Best, have demonstrated an excellent overall performance when compared to industry standards. A.M. Best considers “A-”"A-" (Excellent) rated companies to have an excellent ability to meet their ongoing obligations to policyholders. This rating does not refer to our ability to meet non-insurance obligations.
The financial strength ratings of A.M. Best and other rating agencies are subject to periodic review using, among other things, proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurers' financial strength ratings are directed toward the concerns of policyholders and insurance agents and are not intended for the protection of investors or as a recommendation to buy, hold, or sell securities. Our competitive position relative to other companies is determined in part by our financial strength rating. A reduction in our A.M. Best rating could adversely affect the amount of business we could write, as well as our relationships with independent agents and brokers and our principal distribution partners, reinsurers, and other business partners.
A.M. Best is in the process of making revisions to its capital adequacy model, which is expected to be completed in 2017, which could increase the capital and other requirements employed in their models for maintenance of certain rating levels. Additionally, A.M. Best may increase the frequency and scope of its reviews, and request additional information from the companies that it rates, including additional information regarding the valuation of investment securities held. We cannot predict what actions rating agencies may take, or what actions we may take in response to the actions of rating agencies.
If we are unable to obtain reinsurance or collect on ceded reinsurance, our ability to write new policies and to renew existing policies could be adversely affected and our financial condition and results of operations could be materially adversely affected.
At December 31, 20162019, we had $588.7539.7 million of reinsurance recoverables for paid and unpaid losses and LAE, of which $8.77.2 million was due to us on paid claims.
We purchase reinsurance to protect us against the costs of severe claims and catastrophic events, including natural perils and acts of terrorism, excluding nuclear, biological, chemical, and radiological events. On July 1, 20162019, we entered into a new reinsurance program that is effective through June 30, 20172020. The reinsurance program consists of one treaty covering excess of loss and catastrophic loss events in four layers of coverage. Our reinsurance coverage is $190.0 million in excess of our $10.0 million retention on a per occurrence basis, subject to certain exclusions.
The availability, amount, and cost of reinsurance depend on market conditions and our loss experience and may vary significantly. We cannot be certain that our reinsurance agreements will be renewed or replaced prior to their expiration with terms satisfactory to us. If we are unable to renew or replace our reinsurance agreements with terms satisfactory to us, our net liability on individual risks would increase and we would have greater exposure to large and catastrophic losses, which could have a material adverse effect on our financial condition and results of operations.
In addition, we are subject to credit risk with respect to our reinsurers, and they may refuse to pay or delay payment of losses we cede to them. We remain liable to our policyholders even if we are unable to make recoveries that we believe we are entitled to under our reinsurance contracts. Losses may not be recovered from our reinsurers until claims are paid and, in the case of long-term workers' compensation cases, the creditworthiness of our reinsurers may change before we can recover amounts that we are entitled to. The inability of any of our reinsurers to meet their financial obligations could have a material adverse effect on our financial condition and results of operations.
We obtained reinsurance covering the losses incurred prior to July 1, 1995, and we could be liable for some or all of those losses if the coverage provided by the LPT Agreement proves inadequate or we fail to collect from the reinsurers that are a party to such transaction.
On January 1, 2000, EICN assumed all of the assets, liabilities, and operations of the Fund, including losses incurred by the Fund prior to such date. EICN also assumed the Fund's rights and obligations associated with the LPT Agreement that the Fund entered into with third party reinsurers with respect to its losses incurred prior to July 1, 1995. See “Item"Item 1 –Business –Reinsurance –LPT-Business -Reinsurance -LPT Agreement.” We could be liable for all of those losses if the coverage provided by the LPT Agreement proves inadequate or we fail to collect from the reinsurers party to such transaction. As of December 31, 2016, the estimated remaining liabilities subject to the LPT Agreement were $465.5 million. If we are unable to collect on these reinsurance recoverables, our financial condition and results of operations could be materially adversely affected.
" The reinsurers under the LPT Agreement agreed to assume responsibilitiesresponsibility for the claims at the benefit levels which existed in June 1999. Accordingly, if the Nevada legislature were to increase the benefits payable for the pre-July 1, 1995 claims, we would be responsible for the increased benefit costs to the extent of the legislative increase. If
We could be liable for some or all of those ceded losses if the credit rating of any ofcoverage provided by the third partyLPT Agreement proves inadequate or we fail to collect from the reinsurers that are a party to such transaction. As of December 31, 2019, the estimated remaining liabilities subject to the LPT Agreement were $380.4 million. If we are unable to fall below ''A-'' (Excellent) as determined by A.M. Best or one of the reinsurers becomes insolvent, we would be responsible for replacing any such reinsurer or would be liable for the claims that otherwise would have been transferred to such reinsurer. For example, in 2002, the rating of one of the original reinsurers under the LPT Agreement, Gerling Global International Reinsurance Company Ltd. (Gerling), dropped below the mandatory ''A-'' (Excellent) rating to ''B+'' (Good). Accordingly, we entered into an agreement to replace Gerling with National Indemnity Company at a cost to us of $33.0 million. We can give no assurance that circumstances requiring us to replace one or more of the current reinsurers under the LPT Agreement will not occur in the future, that we will be successful in replacing such reinsurer or reinsurers in such circumstances, or that the cost of such replacement or replacements will not have a material adverse effectcollect on these reinsurance recoverables, our financial condition and results of operations or financial condition.could be materially adversely affected.
The LPT Agreement also required the reinsurersrequires each reinsurer to each place assets supporting the payment of claims by them in individual trusts that require that collateral be held at a specified level. The collateralization level must not be less than the outstanding reserve for losses and a loss expense allowance equal to 7% of estimated paid losses discounted at a rate of 6%. If the assets held in trust fall below this threshold, we can require the reinsurers to contribute additional assets to maintain the required minimum level. The value of these assets at December 31, 20162019 was $355.7 million.$341.0 million. If the value of the collateral in the trusts drops below the required minimum level and the reinsurers are unable to contribute additional assets, we could be responsible for substituting a new reinsurer or paying those claims without the benefit of reinsurance. One of the reinsurers has collateralized its obligations under the LPT Agreement by placing shares of stock of a publicly held corporation in a trust. The other reinsurers have placed U.S. treasury and fixed maturity securities in trusts to collateralize their obligations to us. The value of this collateral is subject to market fluctuations.
The LPT Agreement provides us with the ability to commute any contract with the reinsurers to the LPT Agreement if the credit rating of any such reinsurer were to fall below "A-" (Excellent) as determined by A.M. Best.
Intense competition and the fact that we write only a single line of insurance could adversely affect our ability to sell policies at rates that we deem adequate.
The market for workers' compensation insurance products is highly competitive. Competition in our business is based on many factors, including premiums charged, services provided, ease of doing business, financial ratings assigned by independent rating agencies, speed of claims payments, reputation, policyholder dividends, perceived financial strength, and general experience. In some cases, our competitors offer lower priced products than we do. If our competitors offer more competitive premiums, policyholder dividends, or payment plans, services or commissions to independent agents, brokers, and other distributors, we could lose market share, have to reduce our premium rates, or increase commission rates, which could adversely affect our profitability. We compete with regional and national insurance companies, professional employer organizations, third-party administrators, self-insured employers, and state insurance funds. Our main competitors vary from state to state, but are usually those companies that offer a full range of services in underwriting, loss control, and claims. We compete on the basis of the services that we offer to our policyholders and on ease of doing business rather than solely on price.
Many of our competitors are significantly larger and possess greater financial, marketing, and management resources than we do. Some of our competitors benefit financially by not being subject to federal income tax. Intense competitive pressure on prices can result from the actions of even a single large competitor. Competitors with more surplus than us have the potential to expand in our markets more quickly than we can.can and invest more heavily in new technologies. Greater financial resources also permit an insurer to gain market share through more competitive pricing, even if that pricing results in reduced underwriting margins or an underwriting loss.
Many of our competitors are multi-line carriers that can price the workers' compensation insurance they offer at a loss in order to obtain other lines of business at a profit. This creates a competitive disadvantage for us, as we only offer a single line of insurance. For example, a business may find it more efficient or less expensive to purchase multiple lines of commercial insurance coverage from a single carrier. Additionally, we primarily target small businesses, which may be more significantly impacted by a downturn in economic conditions.
The property and casualty insurance industry is cyclical in nature and is characterized by periods of so-called “soft”"soft" market conditions, in which premium rates are stable or falling, insurance is readily available, and insurers' profits decline, and by periods of so-called “hard”"hard" market conditions, in which rates rise, insurance may be more difficult to find, and insurers' profits increase.
According to the Insurance Information Institute, since 1970, the property and casualty insurance industry experienced hard market conditions from 1975 to 1978, 1984 to 1987, and 2001 to 2004. Although the financial performance of an individual insurance company is dependent on its own specific business characteristics, the profitability of most workers' compensation insurance companies generally tends to follow this cyclical market pattern. We believe the workers' compensation industry currently has
excess underwriting capacity resulting in lower rate levels and smaller profit margins. We continue to experience price competition in our target markets.
Because of cyclicality in the workers' compensation market, due in large part to competition, capacity, and general economic factors, we cannot predict the timing or duration of changes in the market cycle. This cyclical pattern has in the past and could in the future adversely affect our financial condition and results of operations. If we are unable to compete effectively, our business, financial condition, and results of operations could be materially adversely affected.
We may be unable to realize our investment objectives, and economic conditions in the financial markets could lead to investment losses.
Investment income is an important component of our revenue and net income. Our investment portfolio is managed by an independent asset managermanagers that operatesoperate under investment guidelines approved by ourthe Finance Committee of the Board of Directors. Although these guidelines stress diversification and capital preservation, our investments are subject to a variety of risks that are beyond our control, including risks related to general economic conditions, interest rate fluctuations or prolonged periods of low interest rates, and market volatility. Interest rates are highly sensitive to many factors, including governmental fiscal and monetary policies and domestic and international economic and political conditions. These and other factors affect the capital markets and, consequently, the value of our investment portfolio.
We are exposed to significant financial risks related to the capital markets, including the risk of potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are interest rate risk, credit risk, and equity price risk. For more information regarding market risk, see "Item 7A–Quantitative and Qualitative Disclosures About Market Risk."
The outlook for our investment income is dependent on the future direction of interest rates, maturity schedules, and cash flow from operations that is available for investment. The fair values of fixed maturity securities that are “available-for-sale”available-for-sale (AFS) fluctuate with changes in interest rates and cause fluctuations in our stockholders' equity. Any significant decline in our investment income or the value of our investments as a result of changes in interest rates, deterioration in the credit of companies or municipalities in which we have invested, decreased dividend payments, general market conditions, or events that have an adverse impact on any particular industry or geographic region in which we hold significant investments could have an adverse effect on our net income and, as a result, on our stockholders' equity and policyholder surplus.
The valuation of our investments, including the determination of the amount of impairments, includeincludes estimates and assumptions and could result in changes to investment valuations that may adversely affect our financial condition and results of operations. Beginning on January 1, 2018, we are required to measure equity securities at fair value with changes in fair value recognized in net income, which causes increased volatility in our results of operations. Equity securities represented 9% of our total investment portfolio as of December 31, 2019. The use of internally developed valuation techniques may have a material effect on the estimated fair value amounts of our investments and our financial condition.
Bank loans represented approximately 6.5% of our investment portfolio as of December 31, 2019. The yield on our bank loans is currently based on the London Interbank Offered Rate (LIBOR). With the likelihood that there will be a cessation of LIBOR by the end of 2021, the yields and associated fair values of our bank loans could be impacted favorably or unfavorably by a transition from LIBOR to another rate.
We may require additional capital in the future, which may not be available to us or may be available only on unfavorable terms.
Our future capital requirements will depend on many factors, including state regulatory requirements, our ability to write new business successfully, and to establish premium rates and reserves at levels sufficient to cover losses. If we have to raise additional capital, equity or debt financing may not be available on terms that are favorable to us. In the case of equity financings, there could be dilution to our stockholders and the securities may have rights, preferences, and privileges senior to our common stock. In the case of debt financings, we may be subject to covenants that restrict our ability to freely operate our business. If we cannot obtain adequate capital on favorable terms or at all, we may be unable to implement our future growth or operating plans and our business, financial condition, and results of operations could be materially adversely affected.
The capital and credit markets continue to experience volatility and disruption that could negatively affect market liquidity. These conditions could produce downward pressure on stock prices and limit the availability of credit for certain issuers without regard
to those issuers' underlying financial strength. In addition, we could be forced to delay raising capital or be unable to raise capital on favorable terms, or at all, which could decrease our profitability, significantly reduce our financial flexibility, and cause rating agencies to reevaluate our financial strength ratings.
We are a holding company with no direct operations. We depend on the ability of our subsidiaries to transfer funds to us to meet our obligations, and our insurance subsidiaries' ability to pay dividends to us is restricted by law.
EHI is a holding company that transacts substantially all of its business through operating subsidiaries. Its primary assets are the shares of stock of our insurance subsidiaries. The ability of EHI to meet its operating and financing cash needs depends on the surplus and earnings of our subsidiaries, and upon the ability of our insurance subsidiaries to pay dividends to EGI and CGI and, in turn, the ability of EGI and CGI to pay dividends to EHI.
Payments of dividends by our insurance subsidiaries are restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds, and could be subject to contractual restrictions in the future, including those imposed by indebtedness we may incur in the future. As a result, we may not be able to receive dividends from these subsidiaries and we may not receive dividends in the amounts necessary to meet our obligations or to pay dividends on our common stock.
A failure to effectively maintain, enhance and modernize our information technology systems, effectively develop and deploy new technologies, and execute new business initiatives, could adversely affect our business.
Our success depends on our ability to maintain effective information technology systems, to enhance those systems to better support our business in an efficient and cost-effective manner, and to develop new technologies and capabilities in pursuit of our long-term strategy. We have recently launched an initiative that is focused on developing new technologies and capabilities and enhancing our information technology infrastructure. Some technology development and new business initiatives are long-term in nature, may negatively impact our expense ratios as we invest in the projects, may cost more than anticipated to complete, or may not be completed. Additionally, these initiatives may be more time-consuming than anticipated, may not deliver the expected benefits upon completion, and/or may need to be replaced or become obsolete more quickly than expected, all of which could result in accelerated recognition of expenses. If we fail to successfully execute on new business initiatives, fail to maintain or enhance our existing information technology systems, or if we were to experience failure in developing and implementing new technologies, our relationships, ability to do business with our clients and/or our competitive position may be adversely affected. We could also experience other adverse consequences, including additional costs or write-offs of capitalized costs, unfavorable underwriting and reserving decisions, internal control deficiencies, and information security breaches resulting in loss or inappropriate disclosure of data.
We rely on our information technology and telecommunication systems, including those of third parties that we outsource certain business functions to, and the failure of these systems or cyber attackscyber-attacks on ourthese systems could materially and adversely affect our business.
Our business is highly dependent upon the successful and uninterrupted functioning of our information technology and telecommunications systems. We rely on these systems to process and generate new and renewal business, provide customer service, administer and make payments on claims, facilitate collections, and automatically underwrite and administer the policies we write. The failure of any of our systems could interrupt our operations or materially impact our ability to evaluate and write new business. OurWe outsource certain business functions to third parties and our information technology and telecommunications systems interface with and depend on third-party systems, which may expose us to increased risk related to data and information security. Additionally, we could experience service denialsdisruptions if demand for such services exceeds capacity or such third-party systems fail or experience interruptions.
Certain events outside of our control, including cyber-attacks, natural catastrophes, or other failures or outages to information technology and telecommunications systems that we rely on, could render our systems inoperable such that we would be unable to service our agents, insureds, and injured workers, generate and service direct-to-customer business, or meet certain regulatory requirements. If such an event were to occur, there is no guarantee that our existing business continuity plans would be sufficient to restore our systems or secure our data within a reasonable time-frame and, our business, financial condition, and results of operations could be materially adversely affected.
Our industry is increasingly becoming subject to rapid changes in technology that may alter historical methods of doing business.
The insurance industry continues to be impacted by innovation, technological changes, and changing customer preferences, including the emergence of "InsurTech" companies and the deployment of new technologies based on artificial intelligence and machine learning that are becoming increasing competitive with and may disrupt more traditional business models. If we do not
effectively anticipate and adapt to these changes it could limit our ability to compete, decrease the value of our insurance products to insureds and agents, and materially adversely affect our business and results of operations.
Our business could also be affected by technological changes in the industries that represent our target markets, including tasks/roles that are currently performed by people being replaced by automation, artificial intelligence, or other advances outside of our control, which could impact our insureds' payrolls upon which our premiums are based and materially adversely affect our business and results of operations.
Acts of terrorism and natural or man-made catastrophes could materially adversely impact our financial condition and results of operations.
Under our workers' compensation policies and applicable laws in the states in which we operate, we are required to provide workers' compensation benefits for losses arising from acts of terrorism. The impact of any terrorist act is unpredictable, and the ultimate impact on us would depend upon the nature, extent, location, and timing of such an act. We would be particularly adversely affected by a terrorist act affecting any metropolitan area where our policyholders have a large concentration of workers.
Notwithstanding the protection provided by the reinsurance we have purchased and any protection provided by the 2002 Act, or its extension, TRIPRA of 2015,2019, the risk of severe losses to us from acts of terrorism has not been eliminated because our excess of loss reinsurance treaty program contains various sub-limits and exclusions limiting our reinsurers' obligation to cover losses caused by acts of terrorism. Our excess of loss reinsurance treaties do not protect against nuclear, biological, chemical, or radiological events. If such an event were to impact one or more of the businesses we insure, we would be entirely responsible for any workers' compensation claims arising out of such event, subject to the terms of the 2002 Act and TRIPRA of 20152019 and could suffer substantial losses as a result.
Our operations also expose us to claims arising out of natural or man-made catastrophes because we may be required to pay benefits to workers who are injured in the workplace as a result of a catastrophe. Catastrophes can be caused by various unpredictable events, either natural or man-made. Any catastrophe occurring in the communities in which we operate or that have significant impacts on one or more of our targeted classes of business could expose us to potentially substantial losses and, accordingly, could have a material adverse effect on our financial condition and results of operations.
Administrative proceedings, or legal actions, or judicial decisions involving our insurance subsidiaries could have a material adverse effect on our business, financial condition and results of operations.
Our insurance subsidiaries are involved in various administrative proceedings and legal actions in the normal course of their business.business and could be impacted by adverse judicial decisions. Our subsidiaries have responded to such actions and intend to defend these claims. These claims or decisions concern issues including eligibility for workers' compensation insurance coverage or benefits, the extent of injuries, wage determinations, disability ratings, and bad faith and extra-contractual liability. Adverse decisions in multiple administrative proceedings, or legal actions, or judicial decisions could require us to pay significant amounts in the aggregate or to change the manner in which we administer claims, which could have a material adverse effect on our financial condition and results of operations.
Our business is largely dependent on the efforts of our management because of itstheir industry and technical expertise, knowledge of our markets, and relationships with the independent agents and brokers and partners that sell our products.
Our success depends in substantial part upon our ability to attract and retain qualified executive officers, experienced underwriting and claims personnel, and other skilled employees who are knowledgeable about our business. The current success of our business is dependent in significant part on the efforts of our executive officers. Many of our regional and local officersexecutives are also important to our operations because of their industry expertise, knowledge of our markets, and relationships with the independent agents and brokers who sell our products. We have entered into employment agreements with certain of our key executives. Currently, we maintain key manperson life insurance for our Chief Executive Officer. If we were to lose the services of members of our management team or key regional or local officers,executives, we may be unable to find replacements satisfactory to us and our business. As a result, our operations may be disrupted and our financial performance and results of operations may be adversely affected.
Assessments and other surcharges for guaranty funds, second injury funds, and other mandatory pooling arrangements may reduce our profitability.
All states require insurance companies licensed to do business in their state to bear a portion of the unfunded obligations of insolvent insurance companies. These obligations are funded by assessments that can be expected to continue in the future in the states in which we operate. Many states also have laws that establish second injury funds to provide compensation to injured employees for aggravation of a prior condition or injury, which are funded by either assessments based on paid losses or premium. In addition, as a condition to the ability to conduct business in some states, insurance companies are required to participate in mandatory workers' compensation shared market mechanisms or pooling arrangements, which provide workers' compensation insurance coverage from private insurers. The effect of these assessments and mandatory shared market mechanisms or changes in them could reduce our profitability in any given period or limit our ability to grow our business.
State insurance laws, certain provisions of our charter documents, and Nevada corporation law could prevent or delay a change ofin control that could be beneficial to us and our stockholders.
Our insurance subsidiaries are domiciled in California, Florida, California,Nevada, and Nevada.New York. The insurance laws of these states generally require that any person seeking to acquire control of a domestic insurance company obtain the prior approval of the state's insurance commissioner. In Florida,California, Nevada, and New York, "control" is generally presumed to exist through the direct or indirect ownership of 5%10% or more of the voting securities of a domestic insurance company or of any entity that controls a domestic insurance company. In California and Nevada,Florida, "control" is generally presumed to exist through the direct or indirect ownership of 10%5% or more of the voting securities of a domestic insurance company or of any entity that controls a domestic insurance company. In addition, insurance laws in many states in which we are licensed require pre-notification to the state's insurance commissioner of a change in control of a non-domestic insurance company licensed in those states. Because we have insurance subsidiaries domiciled in California, Florida, California,Nevada, and Nevada,New York, any transaction that would constitute a change in control of us would generally require the party acquiringattempting to acquire control to obtain the prior approval of the insurance commissioners of these states and may require pre-notification of the change of control in these or other states in which we are licensed to transact business. The time required to obtain these approvals may result in a material delay of, or deter, any such transaction. These laws may discourage potential acquisition proposals or tender offers, and may delay, deter, or prevent a change of control, even if the acquisition proposal or tender offer is favorable to our stockholders.
Provisions of our amended and restated articles of incorporation and amended and restated by-laws could discourage, delay, or prevent a merger, acquisition, or other change in control of us, even if our stockholders might consider such a change in control to be favorable. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect Directors and take other corporate actions. In particular, our amended and restated articles of incorporation and amended and restated by-laws currently include provisions:
dividing our Board of Directors into three classes;classes until the 2021 stockholder meeting;
eliminating the ability of our stockholders to call special meetings of stockholders;
permitting our Board of Directors to issue preferred stock in one or more series;
imposing advance notice requirements for nominations for election to our Board of Directors and/or for proposing matters that can be acted upon by stockholders at the stockholder meetings; and
prohibiting stockholder action by written consent, thereby limiting stockholder action to that taken at an annual or special meeting of our stockholders; and
These provisions may make it difficult for stockholders to replace Directors and could have the effect of discouraging a future takeover attempt that is not approved by our Board of Directors, but which stockholders might consider favorable. Additionally, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of February 1, 2017,2020, we leased 204,736202,300 square feet of office space in 67 states, including our principal executive offices located in Reno, Nevada. We believe that our existing office space is adequate for our current needs. We will continue to enter into or exit lease agreements to address future space requirements, as necessary.
Item 3. Legal Proceedings
From time to time, we are involved in pending and threatened litigation in the normal course of business in which claims for monetary damages are asserted and/or insurance or reinsurance coverage is disputed.
Expected or actual reductions in our reinsurance recoveries due to reinsurance coverage disputes (as opposed to a reinsurer’sreinsurer's inability to pay) are not recorded as an uncollectible reinsurance recoverable. Rather, they are factored into the determination of, and are reflected in, our net loss and LAE reserves.
In the opinion of management, the ultimate liability, if any, arising from such pending or threatened litigation is not expected to have a material effect on our result of operations, liquidity, or financial position.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information, Holders, and Stockholder Dividends
Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “EIG.”"EIG." There were 995836 registered holders of record as of February 16, 2017. The high and low New York Stock Exchange sales prices and cash dividends declared per share of our common stock for the last two fiscal years were as follows:
| 2016 | 2015 | |||||||||||||||||||||||
| Stock Price | Cash Dividends Declared | Stock Price | Cash Dividends Declared | |||||||||||||||||||||
| Quarter Ended | High | Low | High | Low | ||||||||||||||||||||
| March 31 | $ | 29.21 | $ | 22.58 | $ | 0.09 | $ | 27.22 | $ | 20.62 | $ | 0.06 | ||||||||||||
| June 30 | 30.53 | 27.07 | 0.09 | 27.65 | 22.28 | 0.06 | ||||||||||||||||||
| September 30 | 32.03 | 27.01 | 0.09 | 26.40 | 21.46 | 0.06 | ||||||||||||||||||
| December 31 | 39.75 | 29.25 | 0.09 | 28.35 | 20.86 | 0.06 | ||||||||||||||||||
We currently expect that quarterly cash dividends will continue to be declared and paid to our stockholders in the future; however, any determination to declare and pay additional or future dividends will be at the discretion of our Board of Directors and will be dependent upon:
the surplus and earnings of our insurance subsidiaries and their ability to pay dividends and/or other statutorily permissible payments to their parent;
our results of operations and cash flows;
our financial position and capital requirements;
general business conditions;
any legal, tax, regulatory, and/or contractual restrictions on the payment of dividends; and
any other factors our Board of Directors deems relevant.
Issuer Purchases of Equity Securities
The following table provides information with respect to the Company's repurchases of its common stock during the quarter ended December 31, 2016:2019:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program(2) | ||||||||||
| (in millions) | ||||||||||||||
| October 1 – October 31, 2016 | 67,222 | $ | 30.41 | 67,222 | $ | 29.4 | ||||||||
| November 1 – November 30, 2016 | 15,135 | 30.27 | 15,135 | 28.9 | ||||||||||
| December 1 – December 31, 2016 | — | — | — | 28.9 | ||||||||||
| Total | 82,357 | $ | 30.39 | 82,357 | ||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid Per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program(2) | ||||||||||
| (in millions) | ||||||||||||||
| October 1 – October 31, 2019 | 55,789 | $ | 42.23 | 55,789 | $ | 45.7 | ||||||||
| November 1 – November 30, 2019 | 207,521 | 42.19 | 207,521 | 36.9 | ||||||||||
| December 1 – December 31, 2019 | 202,040 | 42.48 | 202,040 | 28.3 | ||||||||||
| Total | 465,350 | $ | 42.32 | 465,350 | ||||||||||
| (1) | Includes fees and commissions paid on stock repurchases. |
| (2) | On February |
Performance Graph
The following information compares the cumulative total return on $100 invested in the common stock of EHI, ticker symbol EIG, for the period commencing at the close of market on December 31, 20112014 and ending on December 31, 20162019 with the cumulative total return on $100 invested in each of the Standard and Poor's (S&P) 500 Index (S&P 500) and the Standard and Poor's 500 Property-Casualty Insurance Index (S&P P&C Insurance Index). The calculation of cumulative total return assumes the reinvestment of dividends. The following graph and related information shall not be deemed to be “soliciting material”"soliciting material" or to be “filed”"filed" with the SEC, nor shall such information be incorporated by reference into any filing pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into such filing.
Employers Holdings, Inc.
Cumulative Total Return Performance
| Period Ending | Period Ending | |||||||||||||||||||||||||||||||||||||||||||||
| 12/31/2011 | 12/31/2012 | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | |||||||||||||||||||||||||||||||||||
| Employers Holdings, Inc. | $ | 100.00 | $ | 115.34 | $ | 179.03 | $ | 134.50 | $ | 157.68 | $ | 231.58 | $ | 100.00 | $ | 117.24 | $ | 172.18 | $ | 195.83 | $ | 188.65 | $ | 191.63 | ||||||||||||||||||||||
| S&P 500 | 100.00 | 116.00 | 153.58 | 174.60 | 177.01 | 198.18 | 100.00 | 101.38 | 113.51 | 138.29 | 132.23 | 173.86 | ||||||||||||||||||||||||||||||||||
| S&P 500 P&C Insurance Index | 100.00 | 120.11 | 166.10 | 192.25 | 210.57 | 243.65 | 100.00 | 109.53 | 126.73 | 155.10 | 147.83 | 186.07 | ||||||||||||||||||||||||||||||||||
Item 6. Selected Financial Data
The following selected historical consolidated financial data should be read in conjunction with ''Item 7–Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations'' and the consolidated financial statements and related notes included elsewhere in this annual reportAnnual Report on Form 10-K.
| Years Ended December 31, | |||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Income Statement Data | (in millions, except per share amounts and ratios) | ||||||||||||||||||
| Revenues: | |||||||||||||||||||
| Net premiums earned | $ | 694.8 | $ | 690.4 | $ | 684.5 | $ | 642.3 | $ | 501.5 | |||||||||
| Net investment income | 73.2 | 72.2 | 72.4 | 70.8 | 72.4 | ||||||||||||||
| Net realized gains (losses) on investments | 11.2 | (10.7 | ) | 16.3 | 9.5 | 5.0 | |||||||||||||
| Other income | 0.6 | 0.2 | 0.3 | 0.9 | 0.3 | ||||||||||||||
| Total revenues | 779.8 | 752.1 | 773.5 | 723.5 | 579.2 | ||||||||||||||
| Total expenses | 639.1 | 652.7 | 666.9 | 670.4 | 481.6 | ||||||||||||||
| Net income before income taxes | 140.7 | 99.4 | 106.6 | 53.1 | 97.6 | ||||||||||||||
| Income tax expense (benefit) | 34.0 | 5.0 | 5.9 | (10.7 | ) | (9.3 | ) | ||||||||||||
| Net income | $ | 106.7 | $ | 94.4 | $ | 100.7 | $ | 63.8 | $ | 106.9 | |||||||||
| Earnings per common share: | |||||||||||||||||||
| Basic | $ | 3.29 | $ | 2.94 | $ | 3.19 | $ | 2.05 | $ | 3.40 | |||||||||
| Diluted | 3.24 | 2.90 | 3.14 | 2.00 | 3.37 | ||||||||||||||
| Selected Operating Data | |||||||||||||||||||
Gross premiums written(1) | $ | 701.4 | $ | 697.7 | $ | 697.7 | $ | 689.9 | $ | 580.3 | |||||||||
Net premiums written(2) | $ | 694.6 | $ | 689.3 | $ | 687.6 | $ | 678.5 | $ | 569.7 | |||||||||
Net income before impact of the LPT Agreement(3)(4)(5) | $ | 90.1 | $ | 74.0 | $ | 45.7 | $ | 25.9 | $ | 7.0 | |||||||||
Earnings per common share before impact of the LPT Agreement(6) | |||||||||||||||||||
| Basic | $ | 2.78 | $ | 2.31 | $ | 1.45 | $ | 0.83 | 0.22 | ||||||||||
| Diluted | 2.73 | 2.27 | 1.43 | 0.81 | 0.22 | ||||||||||||||
| Cash dividends declared per common share | 0.36 | 0.24 | 0.24 | 0.24 | 0.24 | ||||||||||||||
| As of December 31, | |||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Balance Sheet Data | (in millions) | ||||||||||||||||||
| Cash and cash equivalents | $ | 67.2 | $ | 56.6 | $ | 103.6 | $ | 34.5 | $ | 140.7 | |||||||||
| Total investments | 2,552.6 | 2,487.2 | 2,448.4 | 2,344.8 | 2,149.5 | ||||||||||||||
| Reinsurance recoverable on paid and unpaid losses | 588.7 | 635.9 | 680.2 | 751.1 | 814.9 | ||||||||||||||
| Total assets | 3,773.4 | 3,755.8 | 3,769.7 | 3,643.5 | 3,511.3 | ||||||||||||||
| Unpaid losses and loss adjustment expense | 2,301.0 | 2,347.5 | 2,369.7 | 2,330.5 | 2,231.5 | ||||||||||||||
| Unearned premiums | 310.3 | 308.9 | 310.8 | 304.0 | 265.2 | ||||||||||||||
Deferred reinsurance gain–LPT Agreement(3)(4) | 174.9 | 189.5 | 207.0 | 249.1 | 281.0 | ||||||||||||||
| Notes payable | 32.0 | 32.0 | 92.0 | 102.0 | 112.0 | ||||||||||||||
| Total liabilities | 2,932.8 | 2,995.0 | 3,082.9 | 3,074.8 | 2,971.9 | ||||||||||||||
| Total stockholders' equity | 840.6 | 760.8 | 686.8 | 568.7 | 539.4 | ||||||||||||||
| Other Financial Data | |||||||||||||||||||
Total stockholders' equity including deferred reinsurance gain–LPT Agreement(3)(4)(6) | $ | 1,015.5 | $ | 950.3 | $ | 893.8 | $ | 817.8 | $ | 820.4 | |||||||||
| Years Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Income Statement Data | (in millions, except per share amounts) | ||||||||||||||||||
| Revenues: | |||||||||||||||||||
| Net premiums earned | $ | 695.8 | $ | 731.1 | $ | 716.5 | $ | 694.8 | $ | 690.4 | |||||||||
| Net investment income | 88.1 | 81.2 | 74.6 | 73.2 | 72.2 | ||||||||||||||
Net realized and unrealized (losses) gains on investments(1) | 51.1 | (13.1 | ) | 7.4 | 11.2 | (10.7 | ) | ||||||||||||
| Gain on redemption of notes payable | — | — | 2.1 | — | — | ||||||||||||||
| Other income | 0.9 | 1.2 | 0.8 | 0.6 | 0.2 | ||||||||||||||
| Total revenues | 835.9 | 800.4 | 801.4 | 779.8 | 752.1 | ||||||||||||||
| Total expenses | 642.1 | 630.9 | 657.4 | 639.1 | 652.7 | ||||||||||||||
| Net income before income taxes | 193.8 | 169.5 | 144.0 | 140.7 | 99.4 | ||||||||||||||
Income tax expense(2) | 36.7 | 28.2 | 42.8 | 34.0 | 5.0 | ||||||||||||||
| Net income | $ | 157.1 | $ | 141.3 | $ | 101.2 | $ | 106.7 | $ | 94.4 | |||||||||
| Earnings per common share: | |||||||||||||||||||
| Basic | $ | 4.89 | $ | 4.30 | $ | 3.11 | $ | 3.29 | $ | 2.94 | |||||||||
| Diluted | 4.83 | 4.24 | 3.06 | 3.24 | 2.90 | ||||||||||||||
| Cash dividends declared per common share | 0.88 | 0.80 | 0.60 | 0.36 | 0.24 | ||||||||||||||
| (1) |
| (2) |
| Years Ended December 31, | |||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Net income | $ | 106.7 | $ | 94.4 | $ | 100.7 | $ | 63.8 | $ | 106.9 | |||||||||
| Less amortization of the Deferred Gain related to losses | 9.7 | 9.5 | 11.2 | 12.9 | 15.4 | ||||||||||||||
| Less amortization of the Deferred Gain related to contingent commission | 2.0 | 1.9 | 1.9 | 1.7 | 1.6 | ||||||||||||||
Less impact of LPT Reserve Adjustments(a) | 3.1 | 6.4 | 31.1 | 19.0 | 73.3 | ||||||||||||||
Less impact of LPT Contingent Commission Adjustments(b) | 1.8 | 2.6 | 10.8 | 4.3 | 9.6 | ||||||||||||||
| Net income before impact of the LPT Agreement | $ | 90.1 | $ | 74.0 | $ | 45.7 | $ | 25.9 | $ | 7.0 | |||||||||
| As of December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Balance Sheet Data | (in millions) | ||||||||||||||||||
| Cash and cash equivalents | $ | 154.9 | $ | 101.4 | $ | 73.3 | $ | 67.2 | $ | 56.6 | |||||||||
| Total investments | 2,778.4 | 2,727.7 | 2,677.7 | 2,552.6 | 2,487.2 | ||||||||||||||
| Reinsurance recoverable on paid and unpaid losses | 539.7 | 511.1 | 544.2 | 588.7 | 635.9 | ||||||||||||||
| Total assets | 4,004.1 | 3,919.2 | 3,840.1 | 3,773.4 | 3,755.8 | ||||||||||||||
| Unpaid losses and loss adjustment expense | 2,192.8 | 2,207.9 | 2,266.1 | 2,301.0 | 2,347.5 | ||||||||||||||
| Unearned premiums | 337.1 | 336.3 | 318.3 | 310.3 | 308.9 | ||||||||||||||
| Deferred reinsurance gain—LPT Agreement | 137.1 | 149.6 | 163.6 | 174.9 | 189.5 | ||||||||||||||
| Notes payable | — | 20.0 | 20.0 | 32.0 | 32.0 | ||||||||||||||
| Total liabilities | 2,838.3 | 2,901.0 | 2,892.4 | 2,932.8 | 2,995.0 | ||||||||||||||
| Total stockholders' equity | 1,165.8 | 1,018.2 | 947.7 | 840.6 | 760.8 | ||||||||||||||
| As of December 31, | |||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Total stockholders' equity | $ | 840.6 | $ | 760.8 | $ | 686.8 | $ | 568.7 | $ | 539.4 | |||||||||
| Deferred Gain | 174.9 | 189.5 | 207.0 | 249.1 | 281.0 | ||||||||||||||
| Total stockholders' equity including the Deferred Gain | $ | 1,015.5 | $ | 950.3 | $ | 893.8 | $ | 817.8 | $ | 820.4 | |||||||||
Item 7. Management’sManagement's Discussion and Analysis of Consolidated Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements, the accompanying notes thereto, and the financial statement schedules included in Item 8 and Item 15 of this report. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties and other factors described in Item 1A of this report. Our actual results in future periods may differ from those referred to herein due to a number of factors, including the risks described in the sections entitled “Risk Factors”"Risk Factors" and “Forward-Looking Statements”"Forward-Looking Statements" elsewhere in this report.
Overview
We are a Nevada holding company. Through our insurance subsidiaries, we provide workers’workers' compensation insurance coverage to select, small businesses in low to medium hazard industries. Workers’Workers' compensation insurance is provided under a statutory system wherein most employers are required to provide coverage for their employees’employees' medical, disability, vocational rehabilitation, and/or death benefit costs for work-related injuries or illnesses. We provide workers’workers' compensation insurance in 36 states andthroughout the District of Columbia,United States, with a concentration in California, where overnearly one-half of our business is generated. Our revenues are primarily comprised of net premiums earned, net investment income, and net realized and unrealized gains on investments.
We target small businesses, as we believe that this market is traditionally characterized by fewer competitors, more attractive pricing, and stronger persistency when compared to the U.S. workers’workers' compensation insurance industry in general. We believe we are able to price our policies at levels that are competitive and profitable over the long-term given our expertise in underwriting and claims handling in this market segment. Our underwriting approach is to consistently underwrite small business accounts at appropriate and competitive prices without sacrificing long-term profitability and stability for short-term top-line revenue growth.
Our calendar year underwriting results have improved over the past several years, whichyears. This improvement reflects our superior claims handling and the increased pricing flexibility afforded to us through the use of multiple writing companies within a statestates and territorial pricing in California. In addition, our ongoing underwriting initiatives, which are described below, have allowed us to expand our operations while also focusing on under-performing classes of business, as needed.
Pricing on our renewals showed an overall price decrease of 11.6% for the year ended December 31, 2019, versus the rate level in effect on such business a year earlier. We believe that we can continue to write attractive business due to favorable loss costs and frequency trends and the success of our accelerated claims initiatives, despite the competitive market conditions we currently face. Given the strength of our balance sheet, the execution of our underwriting, claims, and investment strategies, we believe that we are well positioned for the current market cycle.
On July 31, 2019, we acquired (the Acquisition) PartnerRe Insurance Company of New York (PRNY) from Partner Reinsurance Company of the U.S. (PRUS). We funded the Acquisition with cash on hand. The purchase price was equal to the sum of: (i) $47.6 million, the amount of statutory capital and surplus of PRNY at closing; and (ii) $5.8 million. We did not acquire any employees or ongoing business operations pursuant to the Acquisition.
Pursuant to the purchase agreement, all liabilities and obligations of PRNY existing as of the closing date, whether known or unknown, will be indemnified by PRUS. In addition, PartnerRe Ltd., the parent company of PRUS, has provided us with a guaranty that unconditionally, absolutely and irrevocably guarantees the full and prompt payment and performance by PRUS of all of its obligations, liabilities and indemnities under the purchase agreement and the transactions contemplated thereby. If PRUS and PartnerRe Ltd. were to fail to honor their obligations to us under the purchase agreement, all or a portion of the remaining gross loss and LAE reserves acquired by us pursuant to the Acquisition would become our responsibility.
Subsequent to completing the Acquisition, PRNY was renamed CIC.
Results of Operations
| December 31, | |||||||
| 2016 | 2015 | ||||||
| (in millions, except share data) | |||||||
| GAAP stockholders' equity | $ | 840.6 | $ | 760.8 | |||
| Deferred reinsurance gain–LPT Agreement | 174.9 | 189.5 | |||||
| Less: Accumulated other comprehensive income, net | 74.5 | 83.6 | |||||
Adjusted stockholders' equity(1) | $ | 941.0 | $ | 866.7 | |||
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in millions) | |||||||||||
| Gross premiums written | $ | 696.9 | $ | 748.9 | $ | 729.7 | |||||
| Net premiums written | $ | 691.5 | $ | 742.8 | $ | 723.7 | |||||
| Net premiums earned | $ | 695.8 | $ | 731.1 | $ | 716.5 | |||||
| Net investment income | 88.1 | 81.2 | 74.6 | ||||||||
| Net realized and unrealized gains (losses) on investments | 51.1 | (13.1 | ) | 7.4 | |||||||
| Gain on redemption of notes payable | — | — | 2.1 | ||||||||
| Other income | 0.9 | 1.2 | 0.8 | ||||||||
| Total revenues | 835.9 | 800.4 | 801.4 | ||||||||
| Losses and LAE | 365.9 | 376.7 | 417.2 | ||||||||
| Commission expense | 88.1 | 94.2 | 91.4 | ||||||||
| Underwriting and general and administrative expenses | 187.5 | 158.5 | 139.9 | ||||||||
| Interest and financing expenses | 0.6 | 1.5 | 1.4 | ||||||||
| Other expense | — | — | 7.5 | ||||||||
| Total expenses | 642.1 | 630.9 | 657.4 | ||||||||
| Net income before income taxes | 193.8 | 169.5 | 144.0 | ||||||||
| Income tax expense | 36.7 | 28.2 | 42.8 | ||||||||
| Net income | $ | 157.1 | $ | 141.3 | $ | 101.2 | |||||
Overview
Our net income was $106.7$157.1 million, $94.4$141.3 million, and $100.7$101.2 million in 2016, 2015,2019, 2018, and 2014, respectively, and our underwriting income was $57.3 million, $40.4 million, and $20.6 million for the same periods,2017, respectively. The key factors that affected our financial performance during the previous two years included:
Net premiums earned decreased 4.8% in 2019 and increased 2.0% in 2018, each compared to the previous year;
Losses and LAE decreased 3% in 20162019 and 5%10% in 2015,2018, each compared to the previous year;
Underwriting and other operatinggeneral and administrative expenses increased 1%18% in 20162019 and 5%13% in 2015,2018, each compared to the previous year;
| • | Net investment income increased 8.5% in 2019 and 8.8% in 2018, each compared to the previous year; |
Net realized and unrealized gains (losses) on investments of $11.2was $51.1 million, $(10.7)$(13.1) million, and $16.3$7.4 million in 2016, 2015,2019, 2018, and 2014,2017, respectively; and
We continue to execute a number of ongoing business initiatives, including: focusing onachieving internal and customer-facing business process excellence; offering quotes and insurance coverage directly to customers through digital insurance solutions; accelerating the settlement of open claims; diversifying our risk exposure across geographic markets; utilizing a multi-company pricing platform; utilizingplatform and territory-specific pricing; developing and implementing new technologies to transform the way insurance agents utilize digital capabilities; and leveraging data-driven strategies to target, price, and underwrite profitable classes of business across all of our markets.
| Years Ended December 31, | |||||||||||
| 2016 | 2015 | 2014 | |||||||||
| (in millions) | |||||||||||
| Gross premiums written | $ | 701.4 | $ | 697.7 | $ | 697.7 | |||||
| Net premiums written | $ | 694.6 | $ | 689.3 | $ | 687.6 | |||||
| Net premiums earned | $ | 694.8 | $ | 690.4 | $ | 684.5 | |||||
| Net investment income | 73.2 | 72.2 | 72.4 | ||||||||
| Net realized gains (losses) on investments | 11.2 | (10.7 | ) | 16.3 | |||||||
| Other income | 0.6 | 0.2 | 0.3 | ||||||||
| Total revenues | 779.8 | 752.1 | 773.5 | ||||||||
| Losses and LAE | 417.9 | 429.4 | 453.4 | ||||||||
| Commission expense | 83.5 | 85.4 | 81.4 | ||||||||
| Underwriting and other operating expenses | 136.1 | 135.2 | 129.1 | ||||||||
| Interest expense | 1.6 | 2.7 | 3.0 | ||||||||
| Income tax expense | 34.0 | 5.0 | 5.9 | ||||||||
| Total expenses | 673.1 | 657.7 | 672.8 | ||||||||
| Net income | $ | 106.7 | $ | 94.4 | $ | 100.7 | |||||
| Less amortization of the Deferred Gain related to losses | 9.7 | 9.5 | 11.2 | ||||||||
| Less amortization of the Deferred Gain related to contingent commission | 2.0 | 1.9 | 1.9 | ||||||||
Less impact of LPT Reserve Adjustments(1) | 3.1 | 6.4 | 31.1 | ||||||||
Less impact of LPT Contingent Commission Adjustments(2) | 1.8 | 2.6 | 10.8 | ||||||||
Net income before impact of the LPT Agreement(3) | $ | 90.1 | $ | 74.0 | $ | 45.7 | |||||
Gross Premiums Written
Gross premiums written were $701.4$696.9 million, $697.7$748.9 million, and $697.7$729.7 million for the years ended December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively. The increasePeriod over period changes in 2016 wasgross premiums earned during 2019 and 2018 were primarily duerelated to a $9.7 million increase in final audit premiums and growth in new business premium, partially offsetour Employers segment. See –Summary of Financial Results by lower levels of renewal premiums, year-over-year. The declines in renewal premiums in 2016, compared to 2015, were due to declines in the LA Area of California, partially offset by increases in states outside California, as well as territories outside of the LA Area of California. While overall renewal premiums were down slightly year-over-year, primarily driven by lower net rates, our policy unit retention rate increased in 2016. Gross premiums written in 2015 were relatively flat compared to 2014; however, certain strategic initiatives, including diversifying our risk exposure across our markets and non-renewing under-performing business, resulted in a decline in premiums in California, while we increased premiums in other states.Segment –Employers.
Net Premiums Written
Net premiums written were $694.6 million, $689.3 million, and $687.6 million for the years ended December 31, 2016, 2015, and 2014, respectively, which included $6.8 million, $8.4 million, and $10.1 million ofare gross premiums written less reinsurance premiums ceded, respectively. The decreases in reinsurance premiums ceded from 2014 to 2016 reflect the increases in our retention on a per occurrence basis under our current excess of loss reinsurance program compared to earlier periods.ceded.
Net Premiums Earned
| Percentage Change 2016 Over 2015 | Percentage Change 2015 Over 2014 | ||||||||||||||||
| Overall | California | All Other States | Overall | California | All Other States | ||||||||||||
| In-force premiums | (0.1 | )% | (1.1 | )% | 1.1 | % | (1.3 | )% | (5.0 | )% | 4.0 | % | |||||
| In-force policy count | 0.4 | (4.4 | ) | 5.7 | (0.9 | ) | (6.4 | ) | 5.8 | ||||||||
| Average in-force policy size | (0.5 | ) | 3.5 | (4.3 | ) | (0.4 | ) | 1.5 | (1.7 | ) | |||||||
| In-force payroll exposure | 0.6 | 1.1 | 0.3 | 1.4 | (5.7 | ) | 6.0 | ||||||||||
Net rate(1) | (0.7 | ) | (2.2 | ) | 0.8 | (2.7 | ) | 0.7 | (1.9 | ) | |||||||
Net Investment Income and Net Realized and Unrealized Gains (Losses) on Investments
We invest in fixed maturity securities, equity securities, other invested assets, short-term investments, and cash equivalents. Net investment income includes interest and dividends earned on our invested assets and amortization of premiums and discounts on our fixed maturity securities, less bank service charges and custodial and portfolio management fees. We have established a high quality/short duration bias in our investment portfolio.
Net investment income was $73.288.1 million, $72.281.2 million, and $72.474.6 million for the years ended December 31, 20162019, 20152018, and 20142017, respectively. The increase in 2019 was primarily due to an increase in the allocation and yield of bank loans and other invested assets. The average pre-tax ending book yield on our invested assets was 3.1%3.3%, 3.2%3.4%, and 3.2%3.1% at December 31, 20162019, 20152018, and 20142017, respectively. The average ending tax-equivalent yield on our invested assets which(which adjusts the book yield of our investments in tax-advantaged securities to an equivalent pre-tax book yield,yield) was 3.6%, 3.8%,3.5% at each of December 31, 2019, 2018, and 3.8% as of the same dates, respectively.2017.
Realized and certain unrealized gains and losses on our investments are reported separately from our net investment income. Realized gains and losses on investments include the gain or loss on a security at the time of sale compared to its original or adjusted cost (equity securities) or amortized cost (fixed maturity securities). Realized losses are also recognized when securities are written down as a result of an other-than-temporary impairment.
Changes in fair value of equity securities (for 2019 and 2018) and other invested assets are also included in Net realized and unrealized gains (losses) on investments on our Consolidated Statements of Comprehensive Income.
Net realized and unrealized gains (losses) on investments were $11.2$51.1 million,, $(10.7) $(13.1) million,, and $16.3$7.4 million for the years ended December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively.
Net realized and unrealized gains on investments in 2019 included $46.5 million of net realized and unrealized gains on equity securities, $3.9 million of net realized gains on fixed maturity securities, and $0.7 million of unrealized gains on other invested assets. Net gains on equity securities were largely consistent with the performance of U.S. equity markets. Realized gains and losses on fixed maturity securities were primarily related to sales associated with a reallocation of our investment portfolio. Net realized and unrealized losses on investments in 2018 included $11.3 million of net realized and unrealized losses on equity securities and $1.8 million of net realized losses on fixed maturity securities. The net losses on equity securities for 2018 were primarily the result of volatility in equity markets. Net losses on fixed maturity securities were primarily related to the sale of fixed maturity securities resulting from a rebalancing of our investment portfolio, offset by $3.3 million in other-than-temporary impairments of certain fixed maturity securities due to our intent to sell the securities. Net gains on fixed maturity securities were primarily related to the sale of fixed maturity securities resulting from a rebalancing of our investment portfolio. Net realized gains on investments in 20162017 included $5.8 million of net realized gains on equity securities and $3.0 million of net realized gains on fixed maturity securities. The net gains were primarily the resultrelated to sales of the salemunicipal securities, whose proceeds were reinvested in taxable fixed maturity securities, and sales of equity securities as part of a re-balancingroutine rebalancing of our equity investments portfolio to meet cash needs at the holding company, and to provide cash to support the internal restructuring of our insurance subsidiaries.portfolio. Those gains were partially offset by $5.8$1.4 million in other-than-temporaryother-than temporary impairments of certain fixed maturity and equity securities due to our intent to sell those securities and/or the severity and duration of the downturnchange in the energy sector during that year. Net realized losses on investments in 2015 were primarily the resultfair value of other-than-temporary impairments of certain equity securities during the fourth quarter due to the downturn in the energy sector during that year. The net realized gains on investments for the year ended December 31, 2014 was primarily related to a re-balancing of our equity investment portfolio.those securities. Additional information regarding our Investments is set forth under “–"–Liquidity and Capital Resources–Investments”Investments" and Note 65 in the Notes to our Consolidated Financial Statements.
Gain on Redemption of Notes Payable
In May 2017, we purchased one of EPIC's outstanding notes payable in the amount of $12.0 million for $9.9 million, resulting in a $2.1 million gain.
Other Income
Other income consists of net gains on fixed assets, non-investment interest, installment fee revenue, and other miscellaneous income.
Losses and LAE
Losses and LAE represents our largest expense item and includes claim payments made, amortization of the Deferred Gain, LPT Reserve Adjustments, LPT Contingent Commission Adjustments, estimates for future claim payments and changes in those estimates for current and prior periods, and costs associated with investigating, defending, and adjusting claims. The quality of our financial reporting depends in large part on accurately predicting our losses and LAE, which are inherently uncertain as they are estimates of the ultimate cost of individual claims based on actuarial estimation techniques.
Our indemnity claims frequency (the number of claims expressed as a percentage of payroll) continued to decrease year-over-year in 2019 and 2018; however, medical and indemnity costs per claim increased over the same period. These trends are reflected
in our current accident year loss estimate. Total claims costs have also been reduced by cost savings associated with increased claims settlement activity that continued through 2019. We believe our current accident year loss estimate is adequate; however, ultimate losses will not be known with any certainty for many years. We assume that increasing medical and indemnity cost trends will continue to impact our long-term claims costs and current accident year loss estimate, which may be offset by rate increases. Additional information regarding our reserves for losses and LAE is set forth under "–Critical Accounting Policies –Reserves for Losses and LAE." See also, "–Summary of Financial Results by Segment –Employers."
Commission Expenses
Commission expenses include direct commissions to our agents and brokers, including our partnerships and alliances, for the premiums that they produce for us, as well as incentive payments, other marketing costs, and fees. See "–Summary of Financial Results by Segment –Employers."
Underwriting and General and Administrative Expenses
Underwriting expenses represent those costs that we incur to underwrite and maintain the insurance policies we issue, excluding commissions. Direct underwriting expenses, such as premium taxes, policyholder dividends, and those expenses that vary directly with the production of new or renewal business, are recognized as the associated premiums are earned. Indirect underwriting expenses, such as the operating expenses of each of the Company's subsidiaries, do not vary directly with the production of new or renewal business and are recognized as incurred.
General and administrative expenses of the holding company are excluded in determining the underwriting expense ratios of our reportable segments.
Interest and Financing Expenses
Interest and financing expenses include surplus notes interest, letter of credit fees, finance lease interest, and other financing fees.
Other Expenses
We actively invest in technology and systems across our business with a view toward maximizing efficiency, facilitating customer self-service, and creating increased capacity that will allow us to lower our expense ratios while growing premiums. In 2017, we wrote-off $7.5 million of previously capitalized costs relating to the development of information technology capabilities that had not yet been placed in service. This charge was the result of our continual evaluation of ongoing technology initiatives.
Income Tax Expense
On January 1, 2000, EICN assumed the assets, liabilities, and operations of the Fund pursuant to legislation passed in the 1999 Nevada Legislature (the Privatization). Prior to the Privatization, the Fund was part of the State of Nevada and therefore was not subject to federal income tax. Accordingly, our pre-Privatization loss and LAE reserve adjustments, LPT Reserve Adjustments and Deferred Gain amortization impact our net income but do not change our taxable income.
Income tax expense was $0.6$36.7 million $0.2, $28.2 million ($28.6 million excluding the impact of the Tax Cuts and Jobs Act on December 22, 2017 (Enactment)), and $42.8 million ($35.8 million excluding the impact of Enactment) for the years ended December 31, 2019, 2018, and 2017, respectively, representing effective tax rates of 18.9%, 16.6% (16.8% excluding the impact of Enactment), and 29.7% (24.9% excluding the impact of Enactment) for the years ended December 31, 2019, 2018, and 2017, respectively.
Enactment significantly revised U.S. corporate income tax law by, among other things, reducing the corporate statutory income tax rate from 35% to 21%, beginning January 1, 2018. This reduction in the corporate statutory income tax rate required us to re-evaluate certain of our deferred tax assets and liabilities, as of the date of Enactment, to reflect the revised income tax rates applicable to future periods.
Tax-advantaged investment income, LPT Reserve Adjustments, LPT Contingent Commission Adjustments, Deferred Gain amortization and certain other adjustments reduced our income tax expense computed at a statutory rate of 21% for 2019 and 2018, and 35% for 2017 by $4.0 million, $7.4 million, and $0.3$14.6 million for the years ended December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively. For the year ended December 31, 2017, the reductions were partially offset by a $7.0 million increase in our income tax expense due to the re-evaluation of our deferred tax assets and liabilities as of the date of Enactment. For the year ended December 31, 2017, we were required to base certain of our income tax estimates and assumptions on incomplete information and/or preliminary interpretations of the effects of Enactment. As a result, we decreased our income tax expense by $0.4 million due to a further evaluation of our deferred tax assets and liabilities during the year ended December 31, 2018.
For additional information regarding our income tax expense see Note 7 in the Notes to our Consolidated Financial Statements.
Summary of Financial Results by Segment
EMPLOYERS
The components of Employers' net income before income taxes are set forth in the following table:
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| ($ in millions) | |||||||||||
| Gross premiums written | $ | 696.8 | $ | 748.9 | $ | 729.7 | |||||
| Net premiums written | $ | 691.4 | $ | 742.8 | $ | 723.7 | |||||
| Net premiums earned | $ | 695.8 | $ | 731.1 | $ | 716.5 | |||||
| Net investment income | 84.1 | 78.6 | 73.3 | ||||||||
| Net realized and unrealized gains (losses) on investments | 47.7 | (13.9 | ) | 7.4 | |||||||
| Gain on redemption of notes payable | — | — | 2.1 | ||||||||
| Other income | 0.9 | 1.0 | 0.8 | ||||||||
| Total revenues | 828.5 | 796.8 | 800.1 | ||||||||
| Losses and LAE | 378.6 | 391.3 | 428.8 | ||||||||
| Commission expense | 88.1 | 94.2 | 91.4 | ||||||||
| Underwriting expenses | 153.2 | 135.0 | 123.7 | ||||||||
| Interest and financing expenses | 0.6 | 1.5 | 1.4 | ||||||||
| Other expense | — | — | 7.5 | ||||||||
| Total expenses | 620.5 | 622.0 | 652.8 | ||||||||
| Net income before income taxes | $ | 208.0 | $ | 174.8 | $ | 147.3 | |||||
| Underwriting income | $ | 75.9 | $ | 110.6 | $ | 72.6 | |||||
| Combined ratio | 89.1 | % | 84.9 | % | 89.9 | % | |||||
Underwriting Results
Gross Premiums Written
Gross premiums written were $696.8 million, $748.9 million, and $729.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. The decrease in 2019 was primarily due to decreases in final audit premiums and average rates, as well as declines in new business premiums written in California, partially offset by increases in renewal premiums written across all of our markets. The increase in 2018 was primarily due to increases in new business premiums written, partially offset by declines in renewal business premiums. The increase in new business premiums was primarily driven by higher policy counts and payroll exposure, partially offset by decreases in average rates.
Net Premiums Written
Net premiums written were $691.4 million, $742.8 million, and $723.7 million for the years ended December 31, 2019, 2018, and 2017, respectively, which included $5.4 million, $6.1 million, and $6.0 million of reinsurance premiums ceded, respectively.
Net Premiums Earned
Net premiums earned were $695.8 million, $731.1 million, and $716.5 million for the years ended December 31, 2019, 2018, and 2017, respectively.
The following table shows the percentage change in Employers' in-force premiums, policy count, average policy size, and payroll exposure upon which our premiums are based as of December 31, 2019 and 2018, respectively, overall, for California, where nearly 50% of our premiums were generated, and for all other states, excluding California:
| Percentage Change 2019 Over 2018 | Percentage Change 2018 Over 2017 | ||||||||||||||||
| Overall | California | All Other States | Overall | California | All Other States | ||||||||||||
| In-force premiums | (0.2 | )% | (7.6 | )% | 8.3 | % | 6.3 | % | 2.2 | % | 11.4 | % | |||||
| In-force policy count | 7.8 | 2.6 | 12.1 | 7.0 | 3.5 | 10.2 | |||||||||||
| Average in-force policy size | (7.4 | ) | (10.0 | ) | (3.4 | ) | (0.7 | ) | (1.2 | ) | 1.1 | ||||||
| In-force payroll exposure | 17.5 | 10.7 | 21.8 | 22.0 | 24.4 | 20.5 | |||||||||||
Losses and LAE, Commission Expenses, and Underwriting Expenses
Prior to December 31, 2019, we operated under a single reportable segment and Other Operating Expensespresented our Combined Ratio on that basis, including general and administrative expenses of the holding company expenses and the impact of the LPT. Beginning in 2019, we now present the Combined Ratio for each of our reporting segments on a stand-alone basis and have adjusted all prior periods to conform to this presentation.
The following table presents our calendar year combined ratios.ratios for our Employers segment.
| Years Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | |||||||||||
| Loss and LAE ratio | 60.1 | % | 62.2 | % | 66.2 | % | 54.4 | % | 53.5 | % | 59.8 | % | ||||
| Underwriting and other operating expenses ratio | 19.7 | 19.5 | 18.9 | |||||||||||||
| Underwriting expense ratio | 22.0 | 18.5 | 17.3 | |||||||||||||
| Commission expense ratio | 12.0 | 12.4 | 11.9 | 12.7 | 12.9 | 12.8 | ||||||||||
| Combined ratio | 91.8 | % | 94.1 | % | 97.0 | % | 89.1 | % | 84.9 | % | 89.9 | % | ||||
Loss and LAE Ratio.
We analyze our loss and LAE ratios on both a calendar year and accident year basis.
The calendar year loss and LAE ratio is calculated by dividing the losses and LAE incurredrecorded during the calendar year, regardless of when the underlying insured event occurred, by the net premiums earned during that calendar year. The calendar year loss and LAE ratio includes changes made during the calendar year in reserves for losses and LAE established for insured events occurring in the current and prior years. The calendar year loss and LAE ratio for a particular year will not change in future periods.
The accident year loss and LAE ratio is calculated by dividing cumulative losses and LAE regardless of when such losses and LAE are incurred, for insuredreported events that occurred during a particular year by the net premiums earned for that year. The accident year loss and LAE ratio for a particular year can decrease or increase when recalculated in subsequent periods as the reserves established for insured events occurring during that year develop favorably or unfavorably. The accident year loss and LAE ratio is based on our statutory financial statements and is not derived from our GAAP financial information.
We analyze our calendar year loss and LAE ratio to measure our profitability in a particular year and to evaluate the adequacy of our premium rates charged in a particular year to cover expected losses and LAE from all periods, including development (whether
favorable or unfavorable) of reserves established in prior periods. In contrast, we analyze our accident year loss and LAE ratios to evaluate our underwriting performance and the adequacy of the premium rates we charged in a particular year in relation to ultimate losses and LAE from insured events occurring during that year. The loss and LAE ratios provided in this report are calendar year basis, except where they are expressly identified as accident year loss and LAE ratios.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| ($ in millions) | |||||||||||
| Losses and LAE | $ | 378.6 | $ | 391.3 | $ | 428.8 | |||||
| Prior accident year favorable development, net | 77.5 | 66.2 | 18.5 | ||||||||
| Current accident year losses and LAE | $ | 456.1 | $ | 457.5 | $ | 447.3 | |||||
| Current accident year loss ratio | 65.6 | % | 62.6 | % | 62.4 | % | |||||
The decrease in our losses and LAE from 20152018 to 20162019 was primarily dueattributable to $18.4 million of netincreased favorable prior accident year loss development of $77.5 million, partially offset by an increase in 2016 (versus $7.2our current accident year loss estimate. The decrease in our losses
and LAE from 2017 to 2018 was primarily attributable to increased favorable prior accident year loss development of $66.2 million, of net favorable development in 2015), which included $17.0$65.5 million of favorable development on our voluntary risk business and $1.4$0.7 million of favorable development related to our assigned risk business. The decrease from 2014 to 2015 was primarily related to $7.2 million of net favorable prior accident year loss development (versus $4.6 million of net unfavorable development in 2014), which included $9.0 million of favorable development on our voluntary risk business in 2015, which was partially offset by $1.8 million of unfavorable loss development related to our assigned risk business, and a decrease in the current accident year loss estimate. The favorableFavorable prior accident year loss development in 2016 and 2015each period was the result of our determination that adjustments were necessary to reflect observed favorable paid loss trends, in each of these years. Paid loss trendsprimarily for the 2014 through 2017 accident years, which have been impacted by cost savings associated withour internal initiatives to reduce loss costs, including the accelerated claims settlement activity that began in 2014 and that continued through 2016. 2019.
The unfavorable prior accident year loss development in 2014 was primarily related to our assigned risk business. Additionally, there were favorable LPT Reserve Adjustments of $3.1 million, $6.4 million, and $31.1 million that decreased losses and LAE by those amounts for the years ended December 31, 2016, 2015, and 2014, respectively.
Commission Expense Ratio. The current accident year loss estimate for the year ended December 31, 2016 includes the impact of $6.5 million in large losses recognized in the second quarter of 2016, which increased the current accident year loss estimate for the year.
Underwriting Expense Ratio. The underwriting expense ratio was 22.0%, 201518.5%, and 2014, respectively.
| Years Ended December 31, | |||||||||||
| 2016 | 2015 | 2014 | |||||||||
| (in millions) | |||||||||||
| Prior accident year favorable (unfavorable) development, net | $ | 18.4 | $ | 7.2 | $ | (4.6 | ) | ||||
| Amortization of the Deferred Gain related to losses | $ | 9.7 | $ | 9.5 | $ | 11.2 | |||||
| Amortization of the Deferred Gain related to contingent commission | 2.0 | 1.9 | 1.9 | ||||||||
| Impact of LPT Reserve Adjustments | 3.1 | 6.4 | 31.1 | ||||||||
| Impact of LPT Contingent Commission Adjustments | 1.8 | 2.6 | 10.8 | ||||||||
| Total impact of the LPT | 16.6 | 20.4 | 55.0 | ||||||||
| Total losses and LAE reserve adjustments | $ | 35.0 | $ | 27.6 | $ | 50.4 | |||||
Non-Underwriting Income and Expenses
For a further discussion of non-underwriting related income and expenses, including Net Investment Income and Net Realized and Unrealized Gains (Losses) on Investments, Gain on Redemption of Notes Payable, Other Income, Interest and Financing Expenses, and Other Expenses see "–Results of Operations –Summary of Consolidated Financial Results."
CERITY
The increasecomponents of Cerity's net loss before income taxes are set forth in the commission expense ratio in 2015, compared to 2014, was primarily due to higher agency incentives.following table:
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in millions) | |||||||||||
| Gross premiums written | $ | 0.1 | $ | — | $ | — | |||||
| Net premiums written | $ | 0.1 | $ | — | $ | — | |||||
| Net premiums earned | $ | — | $ | — | $ | — | |||||
| Net investment income | 0.3 | — | — | ||||||||
| Net realized and unrealized gains on investments | 0.1 | — | — | ||||||||
| Other income | — | 0.2 | — | ||||||||
| Total revenues | 0.4 | 0.2 | — | ||||||||
| Underwriting expenses | 16.0 | 5.9 | 1.1 | ||||||||
| Total expenses | 16.0 | 5.9 | 1.1 | ||||||||
| Net loss before income taxes | $ | (15.6 | ) | $ | (5.7 | ) | $ | (1.1 | ) | ||
| Underwriting loss | $ | (16.0 | ) | $ | (5.9 | ) | $ | (1.1 | ) | ||
| Combined ratio | n/m | n/m | n/m | ||||||||
| n/m - not meaningful | |||||||||||
Underwriting Results
Gross Premiums Written and operations of the Fund pursuant to legislation passed in the 1999 Nevada Legislature (the Privatization). Prior to the Privatization, the Fund was part of the State of NevadaNet Premiums Written
Gross premiums written and therefore was not subject to federal income tax. Accordingly, our pre-Privatization loss and LAE reserve adjustments, LPT Reserve Adjustments and Deferred Gain amortization impact our net income but do not change our taxable income.
Net Premiums Earned
Net premiums earned were less than $0.1 million for the year ended December 31, 2019.
Underwriting Expenses
Underwriting expenses for our Certity segment were $16.0 million, $5.9 million, and 2014, respectively, representing effective tax rates of 24.2%, 5.0%, and 5.5%$1.1 million for the years ended December 31, 2016, 2015,2019, 2018, and 2014,2017, respectively. For 2016, tax-advantaged investmentDuring the year ended December 31, 2019, compensation-related expenses increased $3.7 million, IT related expenses increased $3.6 million, and advertising expenses increased $1.5 million, each as compared to 2018. During the year ended December 31, 2018, our compensation-related expenses increased $3.8 million and professional fees increased $1.7 million, each as compared to 2017. These year-over-year increases were related to the launch of Cerity and the development of its direct-to-customer platform.
Underwriting Loss
Underwriting losses for our Cerity segment were $16.0 million, $5.9 million, and $1.1 million for the years ended December 31, 2019, 2018, and 2017, respectively. Underwriting income LPT Reserve Adjustments, Deferred Gain amortization and certain other adjustments reduced our income tax expense computed at a statutory 35% rateor loss is determined by $15.3 million. For 2015, tax-advantaged investment income, pre-Privatization lossdeducting losses and LAE, reserve adjustments, LPT Reserve Adjustments, Deferred Gain amortizationcommission expense, and certain other adjustments reduced ourunderwriting expenses from net premiums earned.
Non-Underwriting Income
For a further discussion of non-underwriting related income, tax expense computed at a statutory 35% rate by $29.8 million. For 2014, tax-advantaged investmentincluding Net Investment Income and Net Realized and Unrealized Gains (Losses) on Investments, and Other Income see "–Results of Operations –Summary of Consolidated Financial Results Consolidated."
CORPORATE AND OTHER
The components of Corporate and Other's net income pre-Privatization loss(loss) before income taxes are set forth in the following table:
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in millions) | |||||||||||
| Net investment income | 3.7 | 2.6 | 1.3 | ||||||||
| Net realized and unrealized gains on investments | 3.3 | 0.8 | — | ||||||||
| Total revenues | 7.0 | 3.4 | 1.3 | ||||||||
| Losses and LAE - LPT | (12.7 | ) | (14.6 | ) | (11.6 | ) | |||||
| General and administrative expenses | 18.3 | 17.6 | 15.1 | ||||||||
| Total expenses | 5.6 | 3.0 | 3.5 | ||||||||
| Net income (loss) before income taxes | $ | 1.4 | $ | 0.4 | $ | (2.2 | ) | ||||
Net Investment Income and Net Realized and Unrealized Gains on Investments
See "–Results of Operations –Summary of Consolidated Financial Results."
Losses and LAE reserve adjustments,- LPT Reserve Adjustments, Deferred Gain amortization
The table below reflects the impact of the LPT on Losses and certain other adjustments reducedLAE, which are recorded as a reduction to Losses and LAE incurred on our income tax expense computed at a statutory 35% rate by $31.4 million.Consolidated Statements of Comprehensive Income.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (in millions) | |||||||||||
| Amortization of the Deferred Gain related to losses | $ | 8.9 | $ | 9.9 | $ | 9.3 | |||||
| Amortization of the Deferred Gain related to contingent commission | 1.8 | 2.0 | 2.0 | ||||||||
Impact of LPT Reserve Adjustments(1) | 1.8 | 2.2 | — | ||||||||
Impact of LPT Contingent Commission Adjustments(2) | 0.2 | 0.5 | 0.3 | ||||||||
| Total impact of the LPT | $ | 12.7 | $ | 14.6 | $ | 11.6 | |||||
| (1) | LPT Reserve Adjustments result in a cumulative adjustment to the Deferred Gain, which is recognized in losses and LAE incurred on our Consolidated Statements of Comprehensive Income, such that the Deferred Gain reflects the balance that would have existed had the revised reserves been recognized at the inception of the LPT Agreement. (See Note 2 in the Notes to our Consolidated Financial Statements.) |
| (2) | LPT Contingent Commission Adjustments result in a cumulative adjustment to the Deferred Gain, which is recognized in losses and LAE incurred on our Consolidated Statements of Comprehensive Income, such that the Deferred Gain reflects the balance that would have existed had the revised contingent profit commission been recognized at the inception of the LPT Agreement. (See Note 2 in the Notes to our Consolidated Financial Statements.) |
General and Administrative Expenses
General and administrative expenses primarily consist of compensation related expenses, professional fees, and other corporate expenses at the holding company level. General and administrative expenses were $18.3 million, $17.6 million, and $15.1 million for the years ended December 31, 2019, 2018, and 2017, respectively. During the year ended December 31, 2019, our professional fees increased $0.5 million, and our compensation-related expenses increased $0.2 million, each as compared to 2018. During the year ended December 31, 2018, our compensation-related expenses increased $1.6 million, and our professional fees increased $1.0 million, each as compared to 2017.
Liquidity and Capital Resources
Holding Company Liquidity
We are a holding company and our ability to fund our operations is contingent upon existing capital and the ability of our insurance subsidiaries'subsidiaries to pay dividends up to the holding company. Payment of dividends by our insurance subsidiaries is restricted by state insurance laws and regulations, including laws establishing minimum solvency and liquidity thresholds. We require cash to pay common stockstockholder dividends, repurchase common stock, make interest and principal payments on any outstanding debt obligations, provide additional surplus to our insurance subsidiaries, and fund our operating expenses.
Our insurance subsidiaries' ability to pay dividends to their parent is based on reported capital, surplus, and dividends paid within the lastprior 12 months. For 2017,2020, the maximum dividend that may be paid by EPIC without prior regulatory approval is $21.7 million. EICN can pay $1.4 million of dividends through March 1, 2020, and EPIC cannot pay any dividends$21.1 million thereafter, without prior regulatory approval; ECIC cannot pay any dividends through September 23, 2020 without prior regulatory approval, and $32.1 million thereafter; and EAC can pay $4.6$1.2 million of dividends through June 21, 201712, 2020, and $38.1$20.9 million thereafter, without prior regulatory approval, provided that noapproval. CIC cannot pay dividends are paid prior to June 21, 2017; and EAC can pay $18.0 million of dividends beginning July 6, 2017 without prior regulatory approval.approval until July 31, 2021.
Total cash and investments at the holding company were $57.3$64.6 million at December 31, 2016,2019, consisting of $41.4$9.9 million of cash and cash equivalents, and $16.0$26.6 million of fixed maturity securities, and $28.1 million of equity securities. We do not currently have a revolving credit facility because
we believe that the holding company's cash needs for the foreseeable future will be met with its cash and investments on hand, as well as dividends available from itsour insurance subsidiaries.
Operating Subsidiaries' Liquidity
The primary sources of cash for our operating subsidiaries, which include our insurance and other operating subsidiaries, are premium collections, investment income, sales and maturities of investments and reinsurance recoveries. The primary uses of cash for our insuranceoperating subsidiaries are payments of losses and LAE, commission expenses, underwriting and other operatinggeneral and administrative expenses, ceded reinsurance, investment purchases and dividends paid to their parent.
Total cash and investments held by our operating subsidiaries was $2,560.5$2,869.0 million at December 31, 2016,2019, consisting of $23.9$145.3 million of cash, and cash equivalents, $16.0 million of short-term investments, $2,328.4and restricted cash, $2,459.3 million of fixed maturity securities, and $192.2$235.3 million of equity securities.securities, and $29.1 million of other invested assets. Sources of immediate and unencumbered liquidity at our operating subsidiaries as of December 31, 20162019 consisted of $20.3$145.0 million of cash and cash equivalents, $142.0$228.6 million of publicly-traded equity securities whose proceeds are available within fourthree business days, and $1.3 billion$1,167.0 million of highly liquid fixed maturity securities whose proceeds are available within fourthree business days. We believe that our subsidiaries' liquidity needs over the next 24 months will be met with cash from operations, investment income, and maturing investments.
FHLB membership also allows our insurance subsidiaries access to Letter of Credit Agreements and on March 9, 2018, ECIC, EPIC, and EAC entered into Letter of Credit Agreements with the FHLB. On March 1, 2019 FHLB and ECIC, EPIC, and EAC each amended their Letter of Credit Agreements to increase their respective credit amounts. The Letter of Credit Agreements are between the FHLB and each of EAC, in the amount of $60.0 million, ECIC, in the amount of $90.0 million, and EPIC, in the amount of $110.0 million. The amended Letter of Credit Agreements became effective March 1, 2019 and expire March 31, 2020. The amended Letter of Credit Agreements may only be used to satisfy, in whole or in part, insurance deposit requirements with the State of California and are fully secured with eligible collateral at all times (See Note 10).
We purchase reinsurance to protect us against the costs of severe claims and catastrophic events. On July 1, 20162019, we entered into a new reinsurance program that is effective through June 30, 20172020. The reinsurance program consists of one treaty covering excess of loss and catastrophic loss events in four layers of coverage. Our reinsurance coverage is $190.0 million in excess of our $10.0 million retention on a per occurrence basis, subject to certain exclusions. We believe that our excess of loss reinsurance program currently meets our needs.needs and that we are sufficiently capitalized.
Our insurance subsidiaries are required by law to maintain a certain minimum level of surplus on a statutory basis. Surplus is calculated by subtracting total liabilities from total admitted assets. The amount of capital in our insurance subsidiaries is maintained relative to standardized capital adequacy measures such as risk-based capital (RBC), as established by the National Association of Insurance Commissioners. The RBC standard was designed to provide a measure by which regulators can assess the adequacy of an insurance company's capital and surplus relative to its operations. An insurance company must maintain capital and surplus of at least 200% of RBC. Each of our insurance subsidiaries had total adjusted capital in excess of the minimum RBC requirements that correspond to any level of regulatory action at December 31, 20162019.
Various state laws and regulations require us to hold investment securities or letters of credit on deposit with certain states in which we do business. Securities having a fair value of $1,009.7844.9 million and $881.2$867.7 million were on deposit at each of December 31, 20162019 and 20152018, respectively. These laws and regulations govern both the amount and types of investment securities that are eligible for deposit. Additionally, certainstandby letters of credit from the FHLB have been issued in lieu of $260.0 million and $140.0 million of securities on deposit at December 31, 2019 and 2018, respectively.
Certain reinsurance contracts require company funds to be held in trust for the benefit of the ceding reinsurer to secure the outstanding liabilities we assumed. The fair value of fixed maturity securities held in trust for the benefit of our ceding reinsurers was$27.22.9 million and $32.723.2 million at December 31, 20162019 and 20152018, respectively.
Sources of Liquidity
We monitor the cash flows of each of our subsidiaries individually, as well as collectively as a consolidated group. We use trend and variance analyses to project future cash needs, making adjustments to our forecasts as appropriate.
The table below shows our net cash flows. For additional information regarding our cash flows, see Item 8, Consolidated Statements of Cash Flows.
| Years Ended December 31, | Years Ended December 31, | |||||||||||||||||||||
| 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | |||||||||||||||||
| Cash and cash equivalents provided by (used in): | (in millions) | |||||||||||||||||||||
| Cash, cash equivalents, and restricted cash provided by (used in): | (in millions) | |||||||||||||||||||||
| Operating activities | $ | 122.8 | $ | 116.4 | $ | 171.9 | $ | 123.1 | $ | 180.2 | $ | 142.3 | ||||||||||
| Investing activities | (88.6 | ) | (101.2 | ) | (86.7 | ) | 49.2 | (119.6 | ) | (112.8 | ) | |||||||||||
| Financing activities | (23.6 | ) | (62.2 | ) | (16.1 | ) | (119.1 | ) | (32.9 | ) | (26.0 | ) | ||||||||||
| Increase (decrease) in cash and cash equivalents | $ | 10.6 | $ | (47.0 | ) | $ | 69.1 | |||||||||||||||
| Increase in cash, cash equivalents, and restricted cash | $ | 53.2 | $ | 27.7 | $ | 3.5 | ||||||||||||||||
Operating Activities
Net cash provided by operating activities in 20162019 included net premiums received of $694.9$746.2 million, investment income received of $98.5 million, and cash received of $19.1 million for the LPT Contingent Commission. These operating cash inflows were partially offset by net claims payments of $403.3 million, underwriting and general and administrative expenses paid of $184.8 million, commissions paid of $95.1 million, and federal income taxes paid of $37.8 million.
Net cash provided by operating activities in 2018 included net premiums received of $745.9 million and investment income received of $87.8$91.1 million. These operating cash inflows were partially offset by net claims payments of $433.7$416.4 million, underwriting and other operatinggeneral and administrative expenses paid of $125.8$142.1 million, and commissions paid of $84.2$92.6 million.
Net cash provided by operating activities in 20152017 included net premiums received of $678.9$702.4 million and investment income received of $84.9$90.0 million. These operating cash inflows were partially offset by net claims payments of $427.7$419.2 million, underwriting and other operatinggeneral and administrative expenses paid of $121.3$123.6 million, and commissions paid of $82.9$84.6 million.
Investing Activities
Net cash provided by operatinginvesting activities in 2014 included net premiums received2019 was primarily related to sales, maturities, and redemptions of $673.7 million,investments whose proceeds were used to fund the acquisition of CIC, claims payments, underwriting and investment income received of $82.7 million. These operating cash inflows weregeneral and administrative expenses, stockholder dividend payments, debt repayment, and common stock repurchases, partially offset by net claims paymentsthe investment of $386.6 million, underwritingpremiums received and other operating expenses paidreinvestment of $122.6 million,funds from investment sales, maturities, redemptions, and commissions paid of $78.9 million.
Net cash used in investing activities in 2016, 2015,2018 and 20142017 was primarily related to the investment of premiums received and the reinvestment of funds from maturities, redemptions, and interest income. These investing cash outflows were partially offset by investment sales whose proceeds were used to fund claims payments, underwriting and other operatinggeneral and administrative expenses, common stockstockholder dividend payments, and for common stock repurchases.repurchases during 2018.
Financing Activities
Net cash used in financing activities in 20162019 included purchases of our common stock repurchases, the redemption of notes payable, and payments of dividends to common stockholders. These financing cash outflows were partially offset by net proceeds from stock-based compensation, mainly proceeds from exercises of stock options.stockholder dividend payments.
Net cash used in financing activities in 20152018 included common stock repurchases and 2014stockholder dividend payments.
Net cash used in financing activities in 2017 included stockholder dividend payments and the purchase of dividends to common stockholders and repayment of notes payable and capital leases. These financing cash outflows were partially offset by net proceeds from stock-based compensation, mainly proceeds and income tax benefits from exercises of stock options.a note payable.
Dividends. Dividends paid to stockholders were $11.5$28.9 million, $7.7$26.7 million, and $7.6$19.7 million in 2016, 2015,2019, 2018, and 2014,2017, respectively. The declaration and payment of future dividends to common stockholders will be at the discretion of our Board of Directors and will depend upon many factors, including our financial position, capital requirements of our operating subsidiaries, legal and regulatory requirements, and any other factors our Board of Directors deems relevant. On February 22, 2017,14, 2020, the Board of Directors declared a $0.15$0.25 dividend per share, payable March 22, 2017,18, 2020, to stockholders of record on March 8, 2017.4, 2020.
Share Repurchases. On February 16, 2016,21, 2018, the Board of Directors authorized a share repurchase program for repurchases of up to $50.0 million of our common stock from February 22, 201626, 2018 through February 22,26, 2020 (the 2018 (the 2016 Program). We expectOn April 24, 2019, the Board of Directors authorized a $50.0 million expansion of the 2018 Program, to $100.0 million, and extended the repurchase authority pursuant to the 2018 Program through June 30, 2020. The 2018 Program provides that shares of common stock may be purchased at prevailing market prices through a variety of methods, including open market or private transactions, in accordance with applicable laws and regulations and as determined by management. The timing and actual number of shares that may be repurchased will depend on a variety of factors, including the share price, corporate and regulatory requirements, and other market and economic conditions. Repurchases under the 20162018 Program may be commenced, modified, or suspended from time-to-timetime to time without prior notice.
notice, and the program may be suspended or discontinued at any time. Through December 31, 2019, we repurchased a total of 1,731,637 shares of common stock under the 2018 Program at an average price of $41.40 per share, including commissions, for a total cost of $71.7 million. As of December 31, 2016,2019, we had a remaining common stock repurchase authorization of $28.9$28.3 million under the 20162018 Program. See Item 5, Issuer Purchases of Equity Securities.
Capital Resources
As of December 31, 20162019, the capital resources available to us consisted of: (i) $32.0 million of notes payable consisting of surplus notes maturing in 2034; (ii) $840.6$1,165.8 million of stockholders' equity;equity and (iii) the $174.9$137.1 million Deferred Gain.
Stockholders' Equity. The following table summarizes our beginning and ending stockholders' equity balance and the changes thereto for each of the years ended December 31, 2016, 2015,2019, 2018, and 2014:2017:
| December 31, | December 31, | |||||||||||||||||||||
| 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | |||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||
| Beginning Balance | $ | 760.8 | $ | 686.8 | $ | 568.7 | $ | 1,018.2 | $ | 947.7 | $ | 840.6 | ||||||||||
| Stock-based compensation | 5.8 | 4.6 | 6.0 | |||||||||||||||||||
| Stock-based obligations | 10.1 | 9.4 | 6.9 | |||||||||||||||||||
| Stock options exercised | 9.6 | 7.6 | 2.2 | 0.7 | 1.1 | 6.0 | ||||||||||||||||
| Vesting of restricted stock units, net of shares withheld to satisfy minimum tax withholding | (0.6 | ) | (2.7 | ) | (0.6 | ) | ||||||||||||||||
| Shares withheld to satisfy minimum tax withholdings for certain stock-based obligations | (3.2 | ) | (2.9 | ) | (2.2 | ) | ||||||||||||||||
| Grant date fair value adjustment | — | — | (0.2 | ) | ||||||||||||||||||
| Acquisition of common stock | (21.1 | ) | — | — | (67.1 | ) | (4.6 | ) | — | |||||||||||||
| Dividends to common stockholders | (11.5 | ) | (7.7 | ) | (7.6 | ) | ||||||||||||||||
| Excess tax benefit from stock-based compensation | — | 1.1 | 0.9 | |||||||||||||||||||
| Dividends declared | (28.9 | ) | (26.7 | ) | (19.7 | ) | ||||||||||||||||
| Net income for the year | 106.7 | 94.4 | 100.7 | 157.1 | 141.3 | 101.2 | ||||||||||||||||
| Change in net unrealized gains on investments, net of taxes | (9.1 | ) | (23.3 | ) | 16.5 | |||||||||||||||||
| Change in net unrealized gains (losses) on investments, net of taxes | 79.0 | (47.1 | ) | 15.1 | ||||||||||||||||||
| Ending Balance | $ | 840.6 | $ | 760.8 | $ | 686.8 | $ | 1,165.8 | $ | 1,018.2 | $ | 947.7 | ||||||||||
Deferred Gain. The Deferred Gain, which totaled $174.9$137.1 million and $189.5$149.6 million as of December 31, 20162019 and 2015,2018, respectively, reflects the unamortized gain from the LPT Agreement. See Note 2 in the Notes to our Consolidated Financial Statements.
Contractual Obligations and Commitments. Commitments
The following table identifies our long-term debtcontractual obligations and contractual obligationscommitments as of December 31, 2016.2019.
| Payment Due By Period | |||||||||||||||||||
| Total | Less Than 1-Year | 1-3 Years | 4-5 Years | More Than 5 Years | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Operating leases | $ | 15.6 | $ | 5.1 | $ | 6.8 | $ | 3.6 | $ | 0.1 | |||||||||
| Purchased liabilities | 7.0 | 3.9 | 2.3 | 0.8 | — | ||||||||||||||
Notes payable(1) | 60.2 | 1.6 | 3.2 | 3.2 | 52.2 | ||||||||||||||
| Capital leases | 0.8 | 0.3 | 0.3 | 0.2 | — | ||||||||||||||
Unpaid losses and LAE reserves(2)(3) | 2,301.0 | 387.0 | 479.9 | 286.2 | 1,147.9 | ||||||||||||||
| Total contractual obligations | $ | 2,384.6 | $ | 397.9 | $ | 492.5 | $ | 294.0 | $ | 1,200.2 | |||||||||
| Payment Due By Period | |||||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | More Than 5 Years | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Operating leases | $ | 19.6 | $ | 4.8 | $ | 5.8 | $ | 4.4 | $ | 4.6 | |||||||||
| Non-cancellable contracts | 23.0 | 6.0 | 10.3 | 5.9 | 0.8 | ||||||||||||||
| Finance leases | 0.6 | 0.2 | 0.3 | 0.1 | — | ||||||||||||||
Unpaid losses and LAE reserves(1)(2) | 2,192.8 | 352.8 | 431.8 | 272.7 | 1,135.5 | ||||||||||||||
| Unfunded investment commitments | 41.6 | 41.6 | — | — | — | ||||||||||||||
| Total contractual obligations | $ | 2,277.6 | $ | 405.4 | $ | 448.2 | $ | 283.1 | $ | 1,140.9 | |||||||||
| (1) |
| Estimated losses and LAE reserve payment patterns have been computed based on historical information. Our calculation of loss and LAE reserve payments by period is subject to the same uncertainties associated with determining the level of reserves and to the additional uncertainties arising from the difficulty of predicting when claims (including claims that have not yet been reported to us) will be paid. For a discussion of our reserving process, see ''–Critical Accounting Policies–Reserves for Losses and LAE.'' Actual payments of losses and LAE by period will vary, perhaps materially, from the above table to the extent that current estimates of losses and LAE reserves vary from actual ultimate claims amounts due to variations between expected and actual payout patterns. |
| The unpaid losses and LAE reserves are presented gross of reinsurance recoverables for unpaid losses, which were as follows for each of the periods presented above: |
| Recoveries Due By Period | |||||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | More Than 5 Years | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Reinsurance recoverables on unpaid losses and LAE | $ | (580.0 | ) | $ | (30.3 | ) | $ | (57.7 | ) | $ | (53.9 | ) | $ | (438.1 | ) | ||||
| Recoveries Due By Period | |||||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | More Than 5 Years | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Reinsurance recoverables on unpaid losses and LAE | $ | (532.5 | ) | $ | (33.7 | ) | $ | (59.1 | ) | $ | (53.5 | ) | $ | (386.2 | ) | ||||
Investments
Our investment portfolio is structured to support our need for: (i) optimizing our risk-adjusted total return; (ii) providing adequate liquidity; (iii) facilitating financial strength and stability; and (iv) ensuring regulatory and legal compliance.
As of December 31, 2016,2019, the total cost and amortized cost of our investment portfolioinvestments recorded at fair value was $2.4 billion$2,558.9 million and its fair value was $2.6 billion.$2,742.6 million. Additionally, we had other invested assets of $29.1 million at December 31, 2019. These investments provide a steady source of income, which may fluctuate with changes in interest rates and our current investment
strategies.
Our Investment Managers follow our written investment guidelines, based upon strategieswhich are approved by ourthe Finance Committee of the Board of Directors and ourDirectors. Our asset allocation is reevaluated by management and reviewed by the Finance Committee of the Board of Directors on a quarterly basis. We also utilize Conning'sour Investment Managers' investment advisory services. These services include investment accounting and portfolio modeling using DFA. The DFA tool is utilizedto assist us in developing a tailored set of portfolio targets and objectives, which in turn, are considered when constructing an optimal portfolio.objectives.
As of December 31, 20162019, our investment portfolio which is classified as available-for-sale, consisted of 91.9%89% fixed maturity securities. We strive to limit the interest rate risk associated with fixed maturity investments by managing the duration of these securities. Our fixed maturity securities (excluding cash and cash equivalents) had a duration of 4.3 years3.3 at December 31, 20162019. To minimize interest rate risk, our portfolio is weighted toward short-term and intermediate-term bonds; however, our investment strategy balances consideration of duration, yield, and credit risk. Our investment guidelines require that the minimum weighted average quality of our fixed maturity securities portfolio be “AA-"A+,”" using ratings assigned by S&P. Our fixed maturity securities portfolio had a weighted average quality of “AA-”"A+" as of December 31, 20162019, with 57.2%52.9% of the portfolio rated “AA”"AA" or better, based on market value. Other securities within fixed maturity securities consist of bank loans, which are classified as AFS and are reported at fair value.
We also have a modest portfolio of publicly traded equity securities, which we record at fair value.securities. We strive to limit the exposure to equity price risk associated with equity securities by investing primarily in mid-to-large capitalization issuers and by diversifying our holdings across several industry sectors. Equity securities represented 7.5%9% of our investment portfolio at December 31, 20162019.
Our Other invested assets made up 1% of our investment portfolio at December 31, 2019 and include private equity limited partnerships and convertible preferred shares of real estate investment trusts. Our investments in private equity limited partnerships totaled $9.1 million at December 31, 2019 and are generally not redeemable by the investees and cannot be sold without prior approval of the general partner. These investments have a fund term of 12 years, subject to three one-year extensions at the general partner's discretion. We expect to receive distributions of proceeds from dividends and interest from fund investments, as well as from the disposition of a fund investment or portion thereof, from time-to-time during the full course of the fund term. As of December 31, 2019, we had unfunded commitments to these private equity limited partnerships totaling $41.6 million. Our investments in convertible preferred shares of real estate investment trusts totaled $20.0 million at December 31, 2019 and are non-redeemable until conversion and are periodically evaluated for impairment based on the ultimate recovery of the investment.
We believe that our current asset allocation meets our strategy to preserve capital for claims and policy liabilities and to provide sufficient capital resources to support and grow our ongoing insurance operations.
The following table shows the estimated fair value, the percentage of the fair value to total invested assets, the average ending book yield, and the average ending tax equivalent yield (each based on the fairbook value of each category of invested assets) as of December 31, 20162019.
| Category | Estimated Fair Value | Percentage of Total | Book Yield | Tax Equivalent Yield | Estimated Fair Value | Percentage of Total | Book Yield | Tax Equivalent Yield(1) | ||||||||||||||||||
| (in millions, except percentages) | (in millions, except percentages) | |||||||||||||||||||||||||
| U.S. Treasuries | $ | 127.4 | 5.0 | % | 1.8 | % | 1.8 | % | $ | 85.6 | 3.1 | % | 2.5 | % | 2.5 | % | ||||||||||
| U.S. Agencies | 12.8 | 0.5 | 4.3 | 4.3 | 2.9 | 0.1 | 3.5 | 3.5 | ||||||||||||||||||
| States and municipalities | 851.6 | 33.4 | 3.0 | 4.4 | 484.5 | 17.7 | 3.2 | 3.7 | ||||||||||||||||||
| Corporate securities | 956.7 | 37.5 | 3.1 | 3.1 | 1,079.0 | 39.4 | 3.3 | 3.3 | ||||||||||||||||||
| Residential mortgaged-backed securities | 258.0 | 10.1 | 3.0 | 3.0 | 480.4 | 17.5 | 3.0 | 3.0 | ||||||||||||||||||
| Commercial mortgaged-backed securities | 95.5 | 3.7 | 2.7 | 2.7 | 110.6 | 4.0 | 3.2 | 3.2 | ||||||||||||||||||
| Asset-backed securities | 42.4 | 1.7 | 2.4 | 2.4 | 61.2 | 2.2 | 3.4 | 3.4 | ||||||||||||||||||
| Other securities | 181.7 | 6.6 | 4.7 | 4.7 | ||||||||||||||||||||||
| Equity securities | 192.2 | 7.5 | 5.6 | 7.4 | 256.7 | 9.4 | 3.7 | 5.1 | ||||||||||||||||||
| Short-term investments | 16.0 | 0.6 | 1.0 | 1.0 | ||||||||||||||||||||||
| Total investments | $ | 2,552.6 | 100.0 | % | ||||||||||||||||||||||
| Weighted average yield | 3.1 | % | 3.6 | % | ||||||||||||||||||||||
| Total investments at fair value | $ | 2,742.6 | 100.0 | % | ||||||||||||||||||||||
| Weighted average ending yield | 3.3 | % | 3.5 | % | ||||||||||||||||||||||
| (1) | Computed using a statutory income tax rate of 21%. |
The following table shows the percentage of total estimated fair value of our fixed maturity securities as of December 31, 20162019 by credit rating category, using the lower of the ratings assigned by Moody's Investors Service and/or S&P.
| Rating | Percentage of Total Estimated Fair Value | ||
| % | |||
| Below Investment Grade | |||
| Total | 100.0 | % | |
Investments that we currently own could be subject to default by the issuer or could suffer declines in fair value that become other-than-temporary. We regularly assess individual securities as part of our ongoing portfolio management, including the identification of other-than-temporary declines in fair value. Our other-than-temporary impairment assessment includes reviewing the extent and duration of declines in fair value of investments below amortized cost, historical and projected financial performance and near-term prospects of the issuer, the outlook for industry sectors, credit rating, and macro-economic changes. We also make a
determination as to whether it is not more likely than not that we will be required to sell the security before its fair value recovers to above cost, or maturity.
We believe that we have appropriately identified the declines in the fair values of our unrealized losses for the years ended December 31, 2016, 2015,2019, 2018, and 2014.2017. We recognized no other-than-temporary impairments on fixed maturity securities during the year ended December 31, 2019. We recognized impairments on fixed maturity securities of $3.3 million (consisting of 66 securities) and $0.5 million (consisting of nine securities) during the years ended December 31, 2018 and 2017, respectively. The other-than-temporary impairments recognized during these years were the result of our intent to sell these securities and/or the severity of the change in fair values of these securities. We determined that the remaining unrealized losses on fixed maturity securities were primarily the result of prevailing interest rates and not the credit quality of the issuers. The remaining fixed maturity securities whose fair value was less than amortized cost were not determined to be other-than-temporarily impaired given the lack of severity and duration of the impairment, the credit quality of the issuers, the Company’sour intent to not sell the securities, and a determination that it is not more likely than not that the Companywe will be required to sell the securities until fair value recovers to above cost, or principal value upon maturity.
For additional information regarding our investments, including the cost or amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of our investments, the amortized cost and estimated fair value of fixed maturity securities by contractual maturity, and net realized and unrealized investment gains (losses) on fixed maturity and equity securities,investments, see Note 65 in the Notes to our Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires both the use of estimates and judgment, relative to the application of appropriate accounting policies. Our accounting policies are described in the Notes to our Consolidated Financial Statements, but we believe that the following matters are particularly important to understand our financial statements because changes in these estimates or changes in the assumptions used to make them could have a material impact on our results of operations, financial condition, and cash flows.
Reserves for Losses and LAE
Accounting for workers' compensation insurance requires us to estimate the liability for the expected ultimate cost of unpaid losses and LAE (loss reserves) as of a balance sheet date. Loss reserve estimates are inherently uncertain because the ultimate amount we pay for many of the claims we have incurred as of the balance sheet date will not be known for many years. Our estimate of loss reserves is intended to equal the difference between the expected ultimate losses and LAE of all claims that have occurred as of a balance sheet date and amounts already paid. We establish loss reserves based on our own analysis of emerging claims experience and environmental conditions in our markets and review of the results of various actuarial projections. Our aggregate carried loss reserves is the sum of our reserves for each accident year and represents our best estimate of outstanding loss reserves.
The amount by which estimated losses in the aggregate differ from those previously estimated for a specific time period is known as reserve “development.”"development." Reserve development is unfavorable when losses ultimately settle for more than the amount reservedestimated or subsequent estimates indicate a basis for reserve increases, on open claims, causing the previously estimated loss reserves to be ''deficient.'' Reserve development is favorable when estimates of ultimate losses indicate a decrease in established reserves, causing the previously estimated loss reserves to be ''redundant.'' Development is reflected in our operating results through an adjustment to incurred losses and LAE during the period in which it is recognized.
Although claims for which reserves are established may not be paid for several years or more, we do not discount loss reserves in our financial statements for the time value of money, in accordance with GAAP.
The three main components of our loss reserves are case reserves, incurred but not reported (IBNR) loss reserves, and LAE reserves.
When claims are reported to us, we establish individual estimates of the ultimate cost of each claim (case reserves). These case reserves are continually monitored and revised in response to new information and for amounts paid.
In addition to case reserves, we establish a provision for IBNR. IBNR is an actuarial estimate comprised of the following: (a) future payments on claims that have occurredare incurred but have not yet been reported to us. In addition to this provision for late reported claims, we also estimate and makeus; (b) a provisionreserve for the extentadditional development on claims that have been reported to which the case reserves on known claims may developus; and (c) a provision for additional payments on closed claims known as “reopening.”that might reopen. IBNR reserves apply to the entire body
of claims arising from a specific time period, rather than a specific claim. Most of our IBNR reserves relate to estimated future claim payments on recorded open claims.
LAE reserves are our estimate of the future expenses of investigating, administering, and settling claims that will be paidexpense payments to manage, investigate, administer, and settle claims that have occurred, includingand include legal expenses. LAE reserves are established in the aggregate, rather than on a claim-by-claim basis. LAE reserves are categorized between defense and cost containment, and adjusting and other.
Our loss reserves (gross and net of reinsurance), including the main components of such reserves, were as follows:
| As of December 31, | As of December 31, | |||||||||||||
| 2016 | 2015 | 2019 | 2018 | |||||||||||
| (in millions) | (in millions) | |||||||||||||
| Case reserves | $ | 1,046.9 | $ | 1,046.4 | $ | 951.5 | $ | 940.6 | ||||||
| IBNR | 937.8 | 991.0 | 940.5 | 955.7 | ||||||||||
| LAE reserves | 316.3 | 310.1 | 300.8 | 311.6 | ||||||||||
| Gross unpaid losses and LAE reserves | 2,301.0 | 2,347.5 | 2,192.8 | 2,207.9 | ||||||||||
| Less reinsurance recoverables on unpaid losses and LAE | 580.0 | 628.2 | ||||||||||||
| Less reinsurance recoverable on unpaid losses and LAE | 532.5 | 504.4 | ||||||||||||
| Net unpaid losses and LAE reserves | $ | 1,721.0 | $ | 1,719.3 | $ | 1,660.3 | $ | 1,703.5 | ||||||