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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-6563
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
SAFECO 401(k)/PROFIT SHARING RETIREMENT PLAN
B. | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Safeco Corporation
Safeco Plaza
1001 4th Avenue
Seattle, Washington 98154
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Safeco 401(k)/Profit Sharing Retirement Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2007 and 2006
1 | ||
Audited Financial Statements | ||
2 | ||
3 | ||
4 | ||
Supplemental Schedule | ||
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) | 11 | |
16 | ||
17 |
EX-23.1: Consent of Independent Registered Public Accounting Firm
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Report of Independent Registered Public Accounting Firm
The Benefit Plans Investment and Administrative Committee
Safeco 401(k)/Profit Sharing Retirement Plan
We have audited the accompanying statements of net assets available for benefits of Safeco 401(k)/Profit Sharing Retirement Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Seattle, Washington
June 20, 2008
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Safeco 401(k)/Profit Sharing Retirement Plan
Statements of Net Assets Available for Benefits
(In Thousands)
December 31 | ||||||
2007 | 2006 | |||||
Assets | ||||||
Investments, at fair value | $ | 1,138,148 | $ | 1,146,351 | ||
Receivables: | ||||||
Company contributions | 1,822 | 22,398 | ||||
Participant contributions | 1,236 | 1,208 | ||||
Interest and dividends | 511 | 689 | ||||
Investment securities sold | 1,312 | 5,331 | ||||
Total receivables | 4,881 | 29,626 | ||||
Cash | 7 | 6 | ||||
Total assets | 1,143,036 | 1,175,983 | ||||
Liabilities | ||||||
Investment securities purchased | 3,222 | 3,380 | ||||
Excess contribution payable | 15 | 135 | ||||
Other liabilities | 60 | — | ||||
Total liabilities | 3,297 | 3,515 | ||||
Net assets available for benefits at fair value | 1,139,739 | 1,172,468 | ||||
Adjustment from fair value to contract value | 495 | 2,144 | ||||
Net assets available for benefits | $ | 1,140,234 | $ | 1,174,612 | ||
See accompanying notes.
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Safeco 401(k)/Profit Sharing Retirement Plan
Statements of Changes in Net Assets Available for Benefits
(In Thousands)
Year Ended December 31 | |||||||
2007 | 2006 | ||||||
Additions to net assets attributed to | |||||||
Investment income: | |||||||
Interest | $ | 10,589 | $ | 10,196 | |||
Dividends | 11,734 | 9,999 | |||||
Net appreciation in fair value of investments | 19,619 | 99,180 | |||||
41,942 | 119,375 | ||||||
Contributions: | |||||||
Company | 23,923 | 46,145 | |||||
Participants | 33,845 | 35,491 | |||||
57,768 | 81,636 | ||||||
Total additions | 99,710 | 201,011 | |||||
Deductions from net assets attributed to | |||||||
Benefits paid to participants | 133,768 | 136,350 | |||||
Administrative expenses | 320 | 325 | |||||
Total deductions | 134,088 | 136,675 | |||||
Net change | (34,378 | ) | 64,336 | ||||
Net assets available for benefits: | |||||||
Beginning of year | 1,174,612 | 1,110,276 | |||||
End of year | $ | 1,140,234 | $ | 1,174,612 | |||
See accompanying notes.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements
December 31, 2007
(Dollar Amounts in Thousands)
1. Description of the Plan
The following description of the Safeco 401(k)/Profit Sharing Retirement Plan (the Plan) provides only general information. For a complete description of the Plan’s provisions, refer to the Plan document. Effective January 1, 2008, the name of the Plan changed to the Safeco 401(k) Plan.
General
The Plan is sponsored by Safeco Corporation (the Company) as a defined contribution plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Plan covers all eligible salaried employees of the Company. Employees may participate in the Plan, for purposes of voluntary employee contributions, immediately upon hire. After completing one year and at least 1,000 hours of service, employees are eligible for Company matching of employee contributions, as well as Company guaranteed and profit sharing contributions, as defined in the Plan document. Effective January 1, 2008, employees are eligible to receive Company matching contributions immediately upon hire.
Contributions
Participants may contribute any whole percentage of their eligible compensation, as defined in the Plan document, to the Plan. These contributions may be designated by the participant as pre-tax, after-tax, or a combination thereof. Participants may also contribute certain amounts representing distributions from other qualified plans.
For eligible participants, the Company matches 66.67% of the first 6% of participants’ earnings, as defined in the Plan document, contributed to the Plan. The Company also makes a guaranteed contribution equal to 3% of compensation on behalf of each eligible participant. Effective January 1, 2008, matching contributions increased to 100% of the first 6% of participants’ earnings contributed to the Plan.
The Company also may make profit sharing contributions. The Company authorized profit sharing contributions of $19,842 in 2006 but did not authorize profit sharing contributions in 2007. Effective January 1, 2008, the profit sharing contribution feature is discontinued.
Forfeitures are used to offset Company contributions.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
1. Description of the Plan (continued)
Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan, including the Safeco Stock Ownership Fund (SSOF). Participants may not direct more than 15% of future contributions into the SSOF, and may not realign in excess of 15% of their total account value into the SSOF. Participants may change the allocation of contributions and transfer account balances at any time by contacting the Plan recordkeeper.
Total participant contributions in any calendar year are limited by the Internal Revenue Code (the Code). Participant contributions in excess of these limits are reflected as a liability in these financial statements as they are returned to the participants.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, related matching contributions, guaranteed contributions, and allocations of: (i) profit sharing contributions (if any), and (ii) Plan earnings. Allocations of profit sharing contributions are based on the participant’s annual compensation as a percentage of all participants’ compensation for the year. Allocations of earnings are based on the participant’s account balance. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting and Payment of Benefits
Participants are vested immediately in their contributions and Company guaranteed contributions. Participants become fully vested in matching and profit sharing contributions after the completion of five years of service, or on the date the participant dies, becomes disabled (as defined in the Plan document), or attains age 65, provided the participant is an employee on such date. Effective January 1, 2008, all matching contributions to the Plan will be immediately 100% vested.
Pretax participant contributions may be distributed only upon termination of employment or attaining age 59 1/2, unless the participant qualifies for a hardship withdrawal. After-tax and certain vested matching contributions may be withdrawn while a participant is still employed, but will result in a six-month suspension of participation in the Plan.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
1. Description of the Plan (continued)
Upon termination of employment for any reason, a participant is eligible to receive a lump-sum amount equal to the value of his or her vested account balances, a partial lump-sum distribution (up to four times a year), fixed-term installments (not to exceed the lesser of 20 years or the participant’s, or surviving spouse’s, life expectancy), or life expectancy installments. If a participant chooses to receive a lump-sum amount, he or she may elect to receive a portion of his or her distribution in shares of the Company’s common stock, to the extent invested in such stock. Eligible participants may commence benefit payments at any time by contacting the Plan recordkeeper. Benefit payments are recorded when paid and may vary significantly from year to year.
Participant Loans
Participants may borrow from their combined participant and vested matching contribution balances (available balance). Loan amounts range from a minimum of $1 up to a maximum of $50, or 50% of their available balance, whichever is less. Loans are secured by the available balance in the participant’s account and bear interest at rates that are determined based on the prime corporate lending rate, plus one percentage point. Only one loan may be outstanding at any time. Principal and interest are repaid ratably through payroll deductions.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan’s financial statements are prepared using the accrual method of accounting.
The Company made certain reclassifications to prior-year amounts for consistency with the current-year presentation. These reclassifications did not affect net assets available for benefits or the change in net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan’s management to make estimates that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. The fair values of registered investment companies (mutual funds), common stocks, and employer securities are stated at the last reported sales price as reported on a national securities exchange or market or, in the case of securities traded in the over-the-counter market and listed securities for which no sale was reported on a given date, at the last quoted bid price.
Investments in common/collective trust funds are valued based on the quoted unit value of the funds, which is determined by the Plan’s trustee based on the value of the common/collective trust funds’ net assets. Wells Fargo Stable Return Fund G has invested a portion of its net assets in fully benefit-responsive investment contracts. The fully benefit-responsive contracts are stated at fair value and then adjusted to contract value by the trustee.
The Plan has investments in two nonpooled separate accounts in which the Plan has 100% interest in the underlying investment. The investments consist of common stocks and interest-bearing cash.
Participant loans are valued at their outstanding balances, which approximate fair value.
Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
Expenses
Administrative expenses related to the operation of the Plan may be paid by the Plan or by the Company. All administrative expenses, except loan initiation, investment management, and certain trustee fees, were paid by the Company.
New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to reporting periods beginning after November 15, 2007. The Company is evaluating the effects of SFAS 157; however, it is not expected to have a material impact on the Plan’s financial statements.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
3. Investments
The Plan’s investments are held in trust by Wells Fargo Bank, N.A. Individual investments that represent 5% or more of the Plan’s net assets available for benefits are as follows:
December 31 | ||||||
2007 | 2006 | |||||
Vanguard Total Stock Market Index Fund | $ | 266,404 | $ | 262,780 | ||
Wells Fargo Stable Return Fund G | 142,206 | 149,099 | ||||
American Europacific Growth Fund | 110,671 | 84,903 | ||||
American Growth Fund of America | 98,996 | 86,388 | ||||
Wells Fargo Total Return Bond Fund G (1) | 97,668 | — | ||||
Safeco Corporation common stock | 95,608 | 125,836 | ||||
Vanguard Total Bond Market Index Fund | 75,888 | 73,021 | ||||
Goldman Sachs Small Cap Value Fund | 59,037 | 66,313 | ||||
Wells Fargo Advantage Total Return Bond Fund (1) | — | 96,971 | ||||
Hotchkis & Wiley Large Cap Value Fund (2) | — | 93,652 |
(1) | Effective December 13, 2007, the Wells Fargo Advantage Total Return Bond Fund converted to the Wells Fargo Total Return Bond Fund G. |
(2) | Effective December 13, 2007, the Hotchkis & Wiley Large Cap Value Fund converted to the Large Cap Value Fund, an account separately managed for the Plan by Hotchkis & Wiley Capital Management. |
The following table presents the net change in the fair value of investments:
Year Ended December 31 | |||||||
2007 | 2006 | ||||||
Common/collective trusts | $ | 7,951 | $ | 7,116 | |||
Common stocks | (1,004 | ) | — | ||||
Mutual funds | 24,906 | 81,079 | |||||
Safeco Corporation common stock | (12,234 | ) | 10,985 | ||||
Net appreciation in fair value of investments | $ | 19,619 | $ | 99,180 | |||
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
3. Investments (continued)
Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
4. Plan Amendment or Termination
The Company may amend the Plan at any time. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts.
5. Party-in-Interest Transactions
The SSOF includes shares of the Company’s common stock (Safeco stock). The Plan’s investment in Safeco stock represents approximately 8.4% and 11.0% of the Plan’s net assets at December 31, 2007 and 2006, respectively. The Plan made sales of Safeco stock totaling $17,994 and $31,431 in 2007 and 2006, respectively. There were no purchases of Safeco stock in 2007 or 2006. The Plan received dividend income from Safeco stock of $2,658 and $2,527 in 2007 and 2006, respectively.
6. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated December 10, 2002, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. The Plan has been amended and restated subsequent to the issuance of the determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Company believes the Plan is designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.
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Safeco 401(k)/Profit Sharing Retirement Plan
Notes to Financial Statements (continued)
(Dollar Amounts in Thousands)
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 to the Form 5500:
December 31, 2007 | ||||
Net assets available for benefits per the financial statements | $ | 1,140,234 | ||
Less: adjustment from fair value to contract value for fully benefit- responsive investment contracts | (495 | ) | ||
Net assets available for benefits per the Form 5500 | $ | 1,139,739 | ||
The following is a reconciliation of net investment income per the financial statements for the year ended December 31, 2007, to the Form 5500:
Year Ended December 31, 2007 | ||||
Net investment income per the financial statements | $ | 41,942 | ||
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (495 | ) | ||
Net investment income per the Form 5500 | $ | 41,447 | ||
8. Subsequent Event
On April 23, 2008, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Liberty Mutual Insurance Company, a Massachusetts stock insurance company (Liberty Mutual), and Big Apple Merger Corporation, a Washington corporation and wholly owned subsidiary of Liberty Mutual. The Merger Agreement has been approved by the Company’s and Liberty Mutual’s respective Boards of Directors. The consummation of the merger is subject to a number of customary closing conditions. The effect this acquisition will have on the Plan has not been determined.
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Safeco 401(k)/Profit Sharing Retirement Plan
EIN: 91-0742146, Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
December 31, 2007
(Dollar Amounts in Thousands)
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par, and Maturity Date | (e) Current Value | ||||||
Common/collective trusts | |||||||||
* | Wells Fargo Short-Term Investment Fund G | 9,001,171 | units | $ | 9,001 | ||||
* | Wells Fargo Total Return Bond Fund G | 4,074,472 | units | 97,668 | |||||
* | Wells Fargo Stable Return Fund G | 3,329,171 | units | 142,206 | |||||
Total common/collective trusts | 248,875 | ||||||||
Common stocks | |||||||||
Acme Packet, Inc. | 4,400 | shares | 55 | ||||||
Administaff, Inc. | 8,300 | shares | 235 | ||||||
Advanced Energy Industries, Inc. | 15,800 | shares | 207 | ||||||
Aeropostale, Inc. | 15,600 | shares | 413 | ||||||
AK Steel Holding Corporation | 9,100 | shares | 421 | ||||||
Align Technology, Inc. | 5,900 | shares | 98 | ||||||
Alkermes, Inc. | 26,800 | shares | 418 | ||||||
Allegiant Travel Company | 3,600 | shares | 116 | ||||||
Altria Group, Inc. | 15,600 | shares | 1,179 | ||||||
AMCOL International Corporation | 10,700 | shares | 386 | ||||||
Amedisys, Inc. | 11,400 | shares | 553 | ||||||
American Oriental Bioengineering, Inc. | 20,300 | shares | 225 | ||||||
American Railcar Industries, Inc. | 2,900 | shares | 56 | ||||||
Anixter International Inc. | 5,600 | shares | 349 | ||||||
ArthroCare Corporation | 6,600 | shares | 317 | ||||||
Aspen Technology, Inc. | 7,200 | shares | 117 | ||||||
Astec Industries, Inc. | 9,300 | shares | 346 | ||||||
Atheros Communications, Inc. | 10,700 | shares | 327 | ||||||
Atwood Oceanics, Inc. | 4,700 | shares | 471 | ||||||
Autonation, Inc. | 53,900 | shares | 844 | ||||||
Bank of America Corporation | 44,300 | shares | 1,828 | ||||||
Benchmark Electronics, Inc. | 10,200 | shares | 181 | ||||||
Blue Coat Systems, Inc. | 20,700 | shares | 680 | ||||||
BMC Software, Inc. | 52,000 | shares | 1,853 | ||||||
Bois d’Arc Energy, Inc. | 21,400 | shares | 425 | ||||||
Bristol Myers Squibb Co. | 30,300 | shares | 804 | ||||||
Bruker Corporation | 28,100 | shares | 374 | ||||||
CA, Inc. | 154,900 | shares | 3,865 | ||||||
Capella Education Company | 10,700 | shares | 700 | ||||||
Centennial Communications Corp. | 42,600 | shares | 396 | ||||||
Centex Corporation | 47,400 | shares | 1,197 | ||||||
Central European Distribution | 7,000 | shares | 407 | ||||||
Chemed Corporation | 6,800 | shares | 380 | ||||||
Chevron Corporation | 20,000 | shares | 1,867 | ||||||
Children’s Place Retail Stores, Inc. | 6,800 | shares | 176 | ||||||
CIBER, Inc. | 25,300 | shares | 155 |
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Safeco 401(k)/Profit Sharing Retirement Plan
EIN: 91-0742146, Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) (continued)
December 31, 2007
(Dollar Amounts in Thousands)
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par, and Maturity Date | (e) Current Value | ||||||
Cinemark Holdings, Inc. | 5,900 | shares | $ | 100 | |||||
Citigroup Inc. | 55,700 | shares | 1,640 | ||||||
Cleveland-Cliffs Inc. | 3,400 | shares | 343 | ||||||
Cogo Group, Inc. | 20,200 | shares | 325 | ||||||
Comerica Incorporated | 18,000 | shares | 784 | ||||||
CommVault Systems, Inc. | 4,200 | shares | 89 | ||||||
CompX International Inc. | 5,100 | shares | 75 | ||||||
Comstock Resources, Inc. | 12,000 | shares | 408 | ||||||
COMSYS IT Partners, Inc. | 6,900 | shares | 109 | ||||||
Comtech Telecomm Corp. | 1,900 | shares | 103 | ||||||
CorVel Corporation | 1,600 | shares | 37 | ||||||
Covidien Ltd. | 29,000 | shares | 1,284 | ||||||
CPI International, Inc. | 4,700 | shares | 80 | ||||||
Cymer, Inc. | 2,800 | shares | 109 | ||||||
Darwin Professional Underwriters, Inc. | 17,500 | shares | 423 | ||||||
Deckers Outdoor Corporation | 1,500 | shares | 233 | ||||||
Delek US Holdings, Inc. | 6,300 | shares | 127 | ||||||
Denny’s Corporation | 41,100 | shares | 154 | ||||||
Diodes Incorporated | 3,600 | shares | 108 | ||||||
Dover Downs Gaming & Entertainment, Inc. | 4,400 | shares | 50 | ||||||
Drew Industries, Inc. | 10,600 | shares | 290 | ||||||
Dril-Quip, Inc. | 9,800 | shares | 545 | ||||||
Dycom Industries, Inc. | 11,200 | shares | 298 | ||||||
Eastman Chemical Company | 50,000 | shares | 3,055 | ||||||
Electronic Data System Corporation | 182,600 | shares | 3,785 | ||||||
Eli Lilly & Co. | 45,600 | shares | 2,435 | ||||||
EMS Technologies, Inc. | 17,900 | shares | 541 | ||||||
Entergy Corporation | 11,500 | shares | 1,374 | ||||||
EPIQ Systems, Inc. | 4,600 | shares | 80 | ||||||
eResearch Technology, Inc. | 9,600 | shares | 113 | ||||||
Esterline Technologies Corporation | 7,600 | shares | 393 | ||||||
Exelon Corporation | 38,900 | shares | 3,176 | ||||||
EZCORP, Inc. | 8,800 | shares | 99 | ||||||
First Advantage Corporation | 3,800 | shares | 63 | ||||||
First Mercury Financial Corporation | 19,300 | shares | 471 | ||||||
First Solar, Inc. | 3,200 | shares | 855 | ||||||
FPL Group, Inc. | 17,400 | shares | 1,179 | ||||||
Freddie Mac | 83,600 | shares | 2,848 | ||||||
Genworth Financial, Inc. | 96,900 | shares | 2,466 | ||||||
Greif, Inc. | 7,300 | shares | 477 | ||||||
Gulf Island Fabrication, Inc. | 5,400 | shares | 171 | ||||||
HealthSpring, Inc. | 17,700 | shares | 337 | ||||||
Helix Energy Solutions Group Inc. | 14,100 | shares | 585 | ||||||
Hudson Highland Group, Inc. | 19,600 | shares | 165 | ||||||
Hurco Companies, Inc. | 2,300 | shares | 100 |
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Safeco 401(k)/Profit Sharing Retirement Plan
EIN: 91-0742146, Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) (continued)
December 31, 2007
(Dollar Amounts in Thousands)
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par, and Maturity Date | (e) Current Value | ||||||
Idearc Inc. | 91,400 | shares | $ | 1,605 | |||||
iGATE Corporation | 48,900 | shares | 414 | ||||||
Immucor, Inc. | 22,300 | shares | 758 | ||||||
InfoSpace, Inc. | 5,900 | shares | 111 | ||||||
Interwoven, Inc. | 30,500 | shares | 434 | ||||||
Intuitive Surgical, Inc. | 2,400 | shares | 775 | ||||||
j2 Global Communications, Inc. | 14,700 | shares | 311 | ||||||
Johnson & Johnson | 14,000 | shares | 934 | ||||||
Jones Apparel Group, Inc. | 59,900 | shares | 958 | ||||||
JPMorgan Chase & Co. | 56,500 | shares | 2,466 | ||||||
Kaiser Aluminum Corp. | 3,200 | shares | 254 | ||||||
Kforce Inc. | 26,000 | shares | 254 | ||||||
K-V Pharmaceutical Company | 13,700 | shares | 391 | ||||||
L.B. Foster Company | 6,800 | shares | 352 | ||||||
Landec Corporation | 8,000 | shares | 107 | ||||||
Lennar Corporation | 117,300 | shares | 2,070 | ||||||
LifePoint Hospitals, Inc. | 7,200 | shares | 214 | ||||||
Limited Brands, Inc. | 21,700 | shares | 411 | ||||||
Lincoln Electric Holdings, Inc. | 6,100 | shares | 434 | ||||||
Longs Drug Stores Corp. | 8,000 | shares | 376 | ||||||
LoopNet, Inc. | 5,300 | shares | 74 | ||||||
Lufkin Industries, Inc. | 5,300 | shares | 304 | ||||||
Magellan Health Services, Inc. | 8,200 | shares | 382 | ||||||
Manitowoc Company, Inc. | 15,100 | shares | 737 | ||||||
Mariner Energy, Inc. | 18,200 | shares | 416 | ||||||
Masimo Corporation | 12,700 | shares | 501 | ||||||
Mattson Technology, Inc. | 10,700 | shares | 92 | ||||||
MedCath Corporation | 16,800 | shares | 413 | ||||||
MetLife, Inc. | 33,200 | shares | 2,046 | ||||||
Microsoft Corporation | 73,100 | shares | 2,602 | ||||||
MicroStrategy Incorporated | 1,400 | shares | 133 | ||||||
National City Corporation | 24,700 | shares | 407 | ||||||
National HealthCare Corporation | 2,100 | shares | 109 | ||||||
NetGear, Inc. | 3,200 | shares | 114 | ||||||
NetScout Systems, Inc. | 39,500 | shares | 504 | ||||||
NewMarket Corporation | 7,700 | shares | 429 | ||||||
Northrop Grumman Corporation | 19,700 | shares | 1,549 | ||||||
Novatel Wireless, Inc. | 26,300 | shares | 426 | ||||||
Obagi Medical Products, Inc. | 11,000 | shares | 202 | ||||||
OmniVision Technologies, Inc. | 20,000 | shares | 313 | ||||||
OPNET Technologies, Inc. | 11,000 | shares | 100 | ||||||
OraSure Technologies, Inc. | 8,500 | shares | 76 | ||||||
OSI Pharmaceuticals, Inc. | 11,700 | shares | 568 | ||||||
Par Pharmaceutical Companies, Inc. | 15,400 | shares | 370 | ||||||
Pediatrix Medical Group, Inc. | 7,400 | shares | 504 |
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Safeco 401(k)/Profit Sharing Retirement Plan
EIN: 91-0742146, Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) (continued)
December 31, 2007
(Dollar Amounts in Thousands)
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par, and Maturity Date | (e) Current Value | ||||||
Pfizer Inc. | 106,800 | shares | $ | 2,428 | |||||
Phase Forward Incorporated | 15,100 | shares | 328 | ||||||
Plexus Corp. | 16,200 | shares | 425 | ||||||
Polycom, Inc. | 3,900 | shares | 108 | ||||||
Polypore International, Inc. | 6,100 | shares | 107 | ||||||
Riviera Holdings Corp. | 14,400 | shares | 444 | ||||||
Sanderson Farms, Inc. | 10,100 | shares | 341 | ||||||
Sciele Pharma Inc. | 2,900 | shares | 59 | ||||||
ShoreTel, Inc. | 11,800 | shares | 165 | ||||||
Skechers USA, Inc. | 5,700 | shares | 111 | ||||||
Spherion Corporation | 43,000 | shares | 313 | ||||||
SPSS Inc. | 11,800 | shares | 424 | ||||||
Stanley, Inc. | 17,700 | shares | 567 | ||||||
Steris Corporation | 6,800 | shares | 196 | ||||||
Sun Healthcare Group, Inc. | 11,500 | shares | 197 | ||||||
Sunoco, Inc. | 13,700 | shares | 992 | ||||||
Super Micro Computer, Inc. | 11,100 | shares | 85 | ||||||
Synchronoss Technologies, Inc. | 13,200 | shares | 468 | ||||||
T-3 Energy Services, Inc. | 8,600 | shares | 404 | ||||||
Terra Industries Inc. | 16,800 | shares | 802 | ||||||
The Dress Barn, Inc. | 4,800 | shares | 60 | ||||||
The Gap Inc. | 57,000 | shares | 1,213 | ||||||
The Hanover Insurance Group, Inc. | 23,200 | shares | 1,063 | ||||||
The Home Depot, Inc. | 91,000 | shares | 2,452 | ||||||
The Medicines Company | 13,700 | shares | 262 | ||||||
The Navigators Group, Inc. | 5,700 | shares | 371 | ||||||
The Travelers Companies, Inc. | 38,000 | shares | 2,044 | ||||||
The Warnaco Group, Inc. | 13,600 | shares | 473 | ||||||
Tyco Electronics Ltd. | 60,000 | shares | 2,228 | ||||||
Tyco International Ltd. | 49,800 | shares | 1,975 | ||||||
UnionBanCal Corporation | 7,100 | shares | 347 | ||||||
Unum Group | 83,600 | shares | 1,989 | ||||||
VASCO Data Security International, Inc. | 6,500 | shares | 181 | ||||||
Verint Systems Inc. | 10,100 | shares | 197 | ||||||
ViaSat, Inc. | 12,800 | shares | 441 | ||||||
Vignette Corporation | 21,900 | shares | 320 | ||||||
ViroPharma Incorporated | 26,300 | shares | 209 | ||||||
Wabtec Corporation | 5,900 | shares | 203 | ||||||
Wachovia Corporation | 51,400 | shares | 1,955 | ||||||
Wal-Mart Stores, Inc. | 67,000 | shares | 3,185 | ||||||
Washington Mutual, Inc. | 187,100 | shares | 2,546 | ||||||
West Pharmaceutical Services Inc. | 2,900 | shares | 118 | ||||||
W-H Energy Services, Inc. | 5,600 | shares | 315 | ||||||
World Wrestling Entertainment, Inc. | 21,600 | shares | 319 | ||||||
XL Capital Ltd. | 26,100 | shares | 1,313 |
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Safeco 401(k)/Profit Sharing Retirement Plan
EIN: 91-0742146, Plan Number: 002
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) (continued)
December 31, 2007
(Dollar Amounts in Thousands)
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par, and Maturity Date | (e) Current Value | ||||||||
ZOLL Medical Corporation | 2,400 | shares | $ | 64 | |||||||
Total common stocks | 116,710 | ||||||||||
Interest-bearing cash | 5,035 | ||||||||||
Registered investment companies (mutual funds) | |||||||||||
American Europacific Growth Fund | 2,175,570 | shares | 110,671 | ||||||||
American Growth Fund of America | 2,911,638 | shares | 98,996 | ||||||||
Goldman Sachs Small Cap Value Fund | 1,648,630 | shares | 59,037 | ||||||||
Vanguard Institutional Developed Markets | 87,456 | shares | 1,176 | ||||||||
Vanguard Balanced Index Fund | 2,428,970 | shares | 53,486 | ||||||||
Vanguard Total Bond Market Index Fund | 7,469,240 | shares | 75,888 | ||||||||
Vanguard Total Stock Market Index Fund | 8,353,825 | shares | 266,404 | ||||||||
Total registered investment companies | 665,658 | ||||||||||
Employer securities | |||||||||||
* | Safeco Corporation common stock | 1,717,091 | shares | 95,608 | |||||||
* | Participant loans | Various loans at rates ranging from 5.0% to 10.5%, due from 2008 to 2027 | 6,262 | ||||||||
Total investments | $ | 1,138,148 | |||||||||
Column (d) is not applicable.
* | Party-in-interest to the Plan. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized on June 25, 2008.
Safeco 401(k)/Profit Sharing Retirement Plan |
Name of Plan |
/s/ Ross J. Kari |
Ross J. Kari |
Member of the Administrative Committee for |
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Exhibit 23.1 | Consent of Independent Registered Public Accounting Firm |
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