UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 1-10356.
CRAWFORD & COMPANY
(Exact name of Registrant as specified in its charter)
Georgia 58-0506554
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5620 Glenridge Dr., N.E., Atlanta, Georgia 30342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 256-0830
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Class A Common Stock - $1.00 Par Value New York Stock Exchange
Class B Common Stock - $1.00 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
----- -----
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
----- -----
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule
12b-2). Large accelerated filer , Accelerated filer X ,
----- -----
Non-accelerated filer .
-----
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
----- -----
The aggregate market value of the voting and non-voting stock held by
non-affiliates* of the Registrant was $150,984,758 as of June 30, 2005, based
upon the closing price as reported on NYSE on such date.
* All shareholders, other than Directors, Executive Officers, and 10%
beneficial owners.
The number of shares outstanding of each of the Registrant's classes of common
stock, as of March 14, 2006, was:
Class A Common Stock - $1.00 Par Value - 24,293,691 Shares
Class B Common Stock - $1.00 Par Value - 24,697,172 Shares
Documents incorporated by reference: Portions of the annual shareholders' report
for the year ended December 31, 2005 are incorporated by reference into Parts II
and IV. Portions of the Proxy Statement for the annual shareholders' meeting to
be held May 2, 2006 are incorporated by reference in Part III.
CRAWFORD & COMPANY
FORM 10-K
For The Year Ended December 31, 2005
Table of Contents
PART I
Item 1. Business 3
Description of Services 3
Competition, Employment and Other Factors 8
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 14
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market for the Registrant's Common Equity, Related Shareholder
Matters, and Issuer Purchase of Equity Securities 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosure about Market Risk 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 16
Item 9A. Controls and Procedures 16
Item 9B. Other Information 17
PART III
Item 10. Directors and Executive Officers of the Registrant 17
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters 19
Item 13. Certain Relationships and Related Transactions 19
Item 14. Principal Accounting Fees and Services 19
PART IV
Item 15. Exhibits and Financial Statement Schedules 19
Signatures 24
Exhibit Index 26
2
PART I
ITEM 1. BUSINESS
Crawford & Company (the "Registrant"), founded in 1941, is the world's largest
(based on annual revenues) independent provider of claims management solutions
to insurance companies and self-insured entities, with a global network of more
than 700 offices in 63 countries. Major service lines include property and
casualty claims management, integrated claims and medical management for
workers' compensation, legal settlement administration, including class action
and warranty inspection, and risk management information services.
DESCRIPTION OF SERVICES
The Registrant's business consists of two reportable segments: United States
("U.S.") and international operations. The percentages of consolidated revenues
before reimbursements, derived from the Registrant's segments are shown in the
following schedule:
Years Ended December 31,
------------------------
2005 2004 2003
----- ----- -----
U. S. Operations 63.0% 65.2% 68.3%
International Operations 37.0% 34.8% 31.7%
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
U.S. OPERATIONS. Claims management services are provided by the Registrant in
the U. S. to three different markets. Insurance companies, which represent the
major source of revenues, customarily manage their own claims administration
function, but require limited services which the Registrant provides, primarily
with respect to the field investigation and evaluation of property and casualty
insurance claims. The Registrant services clients in the self-insured or
commercially insured market through alternative loss funding methods, and
provides them with a more complete range of services. In addition to the field
investigation and evaluation of their claims, the Registrant may also provide
initial loss reporting services for their claimants, loss mitigation services
such as medical case management and vocational rehabilitation, administration of
trust funds established to pay claims and risk management information services.
The Registrant also performs legal settlement administration related to
settlements of securities cases, product liability cases, bankruptcy noticing
and distribution, and other legal settlements, by identifying and qualifying
class members, determining and dispensing settlement payments, and administering
the settlement funds. Such services are generally referred to by the Registrant
as class action services.
The major elements of U.S. claims management services (which include the limited
services required by most property and casualty insurance company clients as
well as the expanded services required by self-insured clients) are:
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- Initial Loss Reporting - the Registrant's XPressLink(SM) service
provides 24-hour receipt, acknowledgment, and distribution of claims
information through Electronic Data Interchange, customized reporting
and referral programs, call center reporting, and facsimile receipt
and distribution.
- Investigation - the development of information necessary to determine
the cause and origin of loss.
- Evaluation - the determination of the extent and value of damage
incurred and the coverage, liability, and compensability relating to
the parties involved.
- Disposition - the resolution of the claim, whether by negotiation and
settlement, by denial, or by other means as to a claimant or an
insured.
- Subrogation - the negotiation with, and recovering funds from, third
parties or insurers responsible for the loss.
Expanded services provided primarily, but not exclusively, to the Registrant's
self-insured clients include:
- Information Services - through the Registrant's information system,
SISDAT(SM), it provides reports of detailed claims information of both
a statistical and financial nature to self-insured entities and
insurance companies.
- Management - the coordination and supervision of all parties involved
in the claims settlement process, including the adjusting personnel
directly involved in handling the claim. Typically, this management
function is performed by an independent administrative unit within the
Registrant which is not involved in the initial investigation of a
claim.
- Auditing Services - the Registrant's medical and hospital bill audit
programs assist clients in controlling medical costs associated with
workers' compensation and liability claims by comparing fees charged
by health care providers and hospitals with maximum fee schedules
prescribed by statutory regulations as well as usual and customary
charges in non-fee-schedule states.
- Managed Care Services - provides a broad range of cost containment and
utilization review services to insurance companies, service
organizations and self-insured corporations. These services, which are
designed both to control the cost and to enhance the efficient
delivery of medical benefits, include early medical intervention,
triage, assessment, case management, PPO channeling, and medical bill
review.
- Vocational Services - provides vocational evaluation in order to
assess an injured employee's potential to return to work. These
services involve diagnostic testing and occupational, personal and
motivational counseling of the employee. Vocational, medical and
employment consultants assist in the re-employment and preparation of
injured individuals to return to work.
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- Medical Case Management Services - are typically provided by
rehabilitation nurses who work closely with attending physicians and
other medical personnel in order to expedite the injured person's
physical recovery and rehabilitation and maximize the opportunity for
the person to return to work. These services also involve coordinating
and monitoring treatment plans and related costs to ensure that such
treatment is appropriate and necessary in the circumstances.
- Long-Term Care - offers a full menu of long-term care services
including comprehensive on-site assessments, complete care
coordination, and on-going care monitoring. These services are
provided through experienced health care professionals with an insight
into local quality care needs and are offered primarily to senior
citizens and their children, attorneys, and trust officers.
The claims administration services described above are provided to clients for a
variety of different referral assignments which generally are classified as to
the underlying insured risk categories, or major types of loss, used by
insurance companies. The major risk categories are described below:
- Automobile - relates to all types of losses involving use of an
automobile. Such losses include bodily injury, physical damage,
medical payments, collision, fire, theft, and comprehensive liability.
- Property - relates to losses caused by physical damage to commercial
or residential real property and certain types of personal property.
Such losses include those arising from fire, windstorm, or hail damage
to commercial and residential property, burglary, robbery or theft of
personal property, and damage to property under inland marine
coverage.
- Workers' Compensation - relates to claims arising under state and
federal workers' compensation laws.
- Public Liability - relates to a wide range of non-automobile liability
claims such as product liability; owners', landlords' and tenants'
liabilities; and comprehensive general liability.
- Catastrophe - covers all types of natural disasters, such as
hurricanes, earthquakes and floods, and man-made disasters such as oil
spills, chemical releases, and explosions, where the Registrant
provides specially trained catastrophe teams to handle claims, as well
as to manage the recovery efforts.
- Surveillance and Forensic Investigation - provides discrete
surveillance operations to confirm suspicious claims and forensic
cause and origin investigations.
The major elements of class action services are as follows:
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- Administration - provided by The Garden City Group, Inc. ("GCG"), a
wholly owned subsidiary of the Registrant. GCG handles the
administrative functions related to securities, product liability,
bankruptcy noticing and distribution, and other class action
settlements, including qualifying class members, determining and
dispensing payments, and administering the settlement funds. With the
field operations of the Registrant, GCG and the Registrant offer
comprehensive programs to integrate the field inspection and
administrative functions in a single source for product liability
class action settlements.
- Inspection - the determination of the extent and value of damage
incurred, liability, and compensability primarily related to product
liability class action settlements.
ADDITIONAL RISK MANAGEMENT AND OTHER SERVICES. The Registrant provides the
following additional risk management and other related services, which support
and supplement the claims and risk management services offered:
- Risk Sciences Group, Inc. ("RSG"), a wholly owned subsidiary of the
Registrant, is a software applications and consulting firm. RSG
provides customized computer-based information systems and analytical
forecasting services to the risk management and insurance industry. It
manages the Registrant's basic information systems, including
SISDAT(SM), and has developed the SIGMA ENCORE (SM) system, an on-line
risk management information system which supports multiple sources of
claims, locations, risk control, medical, litigation, exposure, and
insurance policy information. RSG serves a variety of clients with
specialized computer programs for long-term risk management planning,
data and systems integration, development of historical claims/loss
databases, claims administration and management, regulatory reporting,
insurance and risk management cost control, and actuarial and
financial analysis required for loss forecasting, reserve estimation
and financial reporting.
- The PRISM Network, Inc., a wholly owned subsidiary of the Registrant,
contracts with a network of contractors ("Contractor Connection(SM)")
to provide property damage repair services at agreed contract rates
for property damage losses. The Registrant markets Contractor
Connection to property and casualty insurance companies to facilitate
faster, more economical resolution of smaller property damage claims
under homeowner policies.
- Education Services are provided by Crawford University, an internal
program that provides education for professionals engaged in service
delivery for all lines of business to assure consistent quality in the
Registrant's work products. In addition, the University provides
continuing education in support of career paths, management and
supervisory training, and the opportunity to obtain professional
certification through IIA/CPCU. Clients have the opportunity to attend
Crawford University education programs and access the Crawford
University continuing education curriculum in a variety of risk
management subjects.
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INTERNATIONAL OPERATIONS. Substantially all of the Registrant's international
revenues are derived from the insurance company market where the Registrant
provides field investigation and evaluation of property and casualty insurance
claims. The Registrant divides its operations outside the United States into
four geographic regions: the Americas (excluding the U.S.); the United Kingdom;
Continental Europe, plus the Middle East and Africa ("CEMEA); and Asia/Pacific,
which includes Australia. The major elements of international claims management
services are substantially the same as those provided by the Registrant to its
U. S. property and casualty insurance company clients. The major services
offered by the Registrant through its international operations are provided to
clients for a variety of different referral assignments which are generally
classified as to the underlying risk categories, or major types of loss, used by
insurance companies. The major risk categories are described below:
- Property and Casualty - provides loss adjusting services for property,
general liability, professional indemnity for directors and officers,
product liability and medical malpractice.
- Oil, Energy & Engineering - provides loss adjusting for oil, gas,
petrochemicals, other energy risks, utilities and mining industries,
as well as marine and off-shore risks.
- Environmental Pollution - provides cost-containment and claims
management services with respect to environmental related losses.
- Construction - provides loss adjusting services under contractors' all
risk, engineering all risk, and contractors' liability coverages.
Additionally, evaluates machinery breakdown claims and provides
peripheral services including plant valuation and loss prevention
surveys.
- Catastrophe - organizes major loss teams to provide claims management
and cost containment services through proprietary information systems.
- Class Action Administration - handles the administrative functions
related to product liability and other class action settlements,
including qualifying class members, determining and dispersing
payments, and administering the settlement funds.
- Marine - provides loss adjusting services for freight carriers'
liability, loss investigations, recoveries, salvage disposal, yacht
and small craft, cargo, container, discharge, draft, general average,
load, trailer and on/off live surveys, ship repairer liability and
port stevedore liability.
- Specie and Fine Art - provides loss adjusting services under fine art
dealers' block and jewelry and furriers' block policies.
- Entertainment Industry - provides a broad range of loss adjusting
services for television, commercial and educational film production,
and theater and live events.
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- Aviation - manages salvage removal and sale, and provides loss
adjusting services for hull related risks, as well as cargo and legal
liability, hangar and airport owners'/operators' liability policies.
- Banking, Financial and Political Risks - performs loss adjusting
functions under bankers' blanket bond, political risk, and financial
contingency policies.
- Livestock - performs loss adjusting on bloodstock, and
liability/equestrian activity.
- Security Consultancy - performs loss prevention and bank surveys and
adjusts cash-in-transit losses.
- Reinsurance - provides external audits, portfolio analyses, and
management and marketing research. Additionally provides underwriting
review, cash control and management of discontinued operations.
- Medical and Vocational Case Management Services - provides specialized
return to work and expert testimony services in the employer liability
and auto liability markets.
Revenues and expenses outside of the U.S., Canada and the Caribbean are reported
on a two-month delayed basis and, accordingly, the Registrant's December 31,
2005, 2004, and 2003 consolidated financial statements reflect the financial
position of entities outside of the U.S., Canada and the Caribbean as of October
31, 2005, 2004, and 2003, respectively, and the results of those entities'
operations and cash flows for the 12-month periods ended October 31, 2005, 2004,
and 2003, respectively.
SERVICE DELIVERY - The Registrant's claims management services are offered
primarily through its more than 400 branch offices throughout the U. S. and
approximately 300 offices in 62 countries throughout the rest of the world.
COMPETITION, EMPLOYMENT AND OTHER FACTORS
The claims services markets, both in the U. S. and internationally, are highly
competitive and are composed of a large number of companies of varying size and
scope of services. These include large insurance companies and insurance
brokerage firms which, in addition to their primary services of insurance
underwriting or insurance brokerage, also provide services such as claims
administration, healthcare and disability management, and risk management
information systems, which compete with services offered by the Registrant. Many
of these companies are larger than the Registrant in terms of annual revenues
and total assets; however, based on experience in the market, the Registrant
believes that few, if any, of such organizations derive revenues from
independent claims administration activities which equal those of the
Registrant.
In addition to large insurance companies and insurance brokerage firms, the
Registrant competes
8
with a great number of smaller local and regional claims management services
firms located throughout the U. S. and internationally. Many of these smaller
firms have rate structures that are lower than the Registrant's, but do not
offer the broad spectrum of claims management services which the Registrant
provides and, although such firms may secure business which has a local or
regional source, the Registrant believes its quality product offering, broader
scope of services, and its large number of geographically dispersed offices
provide it with a competitive advantage in securing business from U. S. and
international clients. There are also national independent companies that
provide a similar broad spectrum of claims management services and who directly
compete with the Registrant.
At December 31, 2005, the total number of full-time equivalent employees was
7,525 compared with 7,421 at December 31, 2004. In addition, the Registrant has
available a significant number of on-call employees, as and when the demand for
services requires. The Registrant, through Crawford University, provides many of
its employees with formal classroom training in basic and advanced skills
relating to claims administration and healthcare management services. Such
training is generally provided at the Registrant's education facility in
Atlanta, Georgia, although much of the material is also available through
correspondence courses and the Internet. In many cases, employees are required
to complete these or other professional courses in order to qualify for
promotion from their existing positions.
In addition to technical training through Crawford University, the Registrant
also provides ongoing professional education for certain of its management
personnel on general management, marketing, and sales topics. These programs
involve both in-house and external resources.
Available Information
The Registrant's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to reports filed pursuant to Section
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are
available on our website at www.crawfordandcompany.com via a link to a third
party website with SEC filings. These reports are made available at no cost.
The Registrant's Corporate Governance Guidelines, Committee Charters, and Code
of Business Conduct are available on its website at www.crawfordandcompany.com
and are available without charge in print to any shareholder who makes a request
by writing to Corporate Secretary, Legal Department, Crawford & Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia 30342.
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below and other information
contained in this report on Form 10-K when considering an investment decision
with respect to our securities. Additional risks and uncertainties not presently
known to us, or that we currently deem immaterial, may also impair our business
operations. Any of the events discussed in the risk factors below may occur. If
they do, our business, results of operations or financial condition could be
materially adversely affected. In such an instance, the trading prices of our
securities could decline, and you might lose all or part of your investment.
9
In our U.S. operations, we have experienced declines in the volume of cases
referred to us for many of our service lines associated with the property and
casualty insurance industry. We are unable to predict the future of this trend
due to the following factors:
- Changes in the degree to which property and casualty insurance carriers
outsource their claims handling functions.
The majority of property and casualty insurance companies maintain their
own staffs of salaried adjusters, with field adjusters located in those
areas in which the volume of claims justifies maintaining a salaried
staff. An insurance company's decision to retain an independent adjusting
firm and the selection of a particular firm typically depends on a number
of factors, including geographic location, complexity of the underlying
claim, the firm's reputation and financial strength, and the in-house
capacity of the insurance company. These companies utilize independent
adjusters to service claims when the volume of claims exceeds the capacity
of their staffs, when claims arise in areas not serviced by staff
adjusters, and when claims require specialized knowledge to handle.
The U.S. insurance industry generally uses internal adjusting personnel to
make automobile and smaller property damage claims adjustments by
telephone and may assign the limited function of appraising physical
damage to outside adjusting companies, such as us. We believe that such
limited assignments from automobile and property insurers may continue,
reflecting a perception by insurance companies that they can reduce
adjusting expenses in amounts greater than the higher losses associated
with telephone adjusting. In certain instances, however, insurers have
attempted to reduce the fixed cost of their claims departments by
increasing outside assignments to independent firms such as ours.
- Changes in the overall employment levels and associated workplace injury
rates in the U.S.
U.S. employment in manufacturing-related occupations continues to decline.
Most of the recent growth in U.S. employment levels has been in
service-related occupations. Typically, service-related occupations have
lower levels of workplace injury rates than those associated with
manufacturing.
- The growth of alternative risk programs and the use of independent third
party administrators such as us, as opposed to administrators affiliated
with brokers or insurance carriers.
During hard insurance markets, as have generally been experienced since
the September 11, 2001 terrorist attacks, corporate risk management
personnel have become more aware of alternative methods of financing
losses (alternative risk programs), creating a trend toward higher
retention levels of risk insurance or implementation of self-insurance
programs by large corporations and governmental entities which give us
certain opportunities in the self-insured market. These alternative risk
programs generally utilize an insurance company which writes specialized
policies that permit each client to select its own level of risk
retention, and may permit certain risk management services to be provided
to the client by service companies independent of the insurance company or
10
broker. In addition to providing full claims administration services for
such clients, we generally provide statistical data such as loss
experience analysis. The services are usually the subject of a contractual
agreement with the specialty insurance company or the self-insured client
that specifies the claims to be administered by us and the fee to be paid
for our services (generally a fixed rate per assignment within the various
risk classifications). These alternative risk programs are sensitive to
changes in premiums charged for full coverage insurance. However, during
soft insurance markets, alternative risk programs tend to be less
attractive to potential clients and are replaced by full traditional
insurance and, accordingly, reduce the number of alternative risk programs
in which we can participate.
- Occurrences of weather-related, natural, and man-made disasters.
The volume of property claim assignments referred to us fluctuates in part
depending on the occurrence of severe weather and environmental disasters.
We try to mitigate this risk through the geographic spread of our
operations and through the development and marketing of services which are
not affected by weather-related events.
- Major insurance carriers, underwriters, and brokers could elect to expand
their activities as third party administrators and adjusters, which would
directly compete with our business.
- The renewal of existing major contracts with clients and our ability to
obtain such renewals and new contracts on satisfactory financial terms,
including the creditworthiness of clients
Class action services revenues are project based and can fluctuate
significantly. Growth in these revenues is in part dependent on the continued
growth in product liability and securities class action settlements. Legislation
or a change in market conditions could curtail or limit growth of this part of
our business. Tort reforms in the U.S., both at the national and state levels,
could limit the number and size of future class-action settlements.
We may not be able to identify new revenue sources not directly tied to the
insurance underwriting cycle.
During a hard insurance underwriting market, insurance companies become
very selective in the risks they underwrite and insurance premiums and
policy deductibles increase. This results in a reduction in industry-wide
claims volumes, which reduces claim referrals to us unless we can offset
the decline in claim referrals with growth in our market share. In softer
insurance markets, (where insurance premium and deductible levels are
generally in decline, as were experienced during the 1990's),
industry-wide claim volumes generally increase, which should increase
claim referrals to us.
We are subject to this insurance underwriting market risk and try to
mitigate this risk through the development and marketing of services which
are not affected by the insurance underwriting cycle, such as those
related to class action services.
We may not be able to develop or acquire information technology resources to
support and grow
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our business.
We have made substantial investments in software and related technologies
that are critical to the core operations of our business. These
information technology resources will require future maintenance and
enhancements, potentially at substantial costs. Additionally, these
information technology resources may become obsolete in the future and
require replacement, potentially at substantial costs.
We may not be able to recruit, train, and retain qualified personnel, including
retaining a sufficient number of on-call claims adjusters to respond to
catastrophic events that may, singularly or in combination, significantly
increase our clients' needs for adjusters.
Our catastrophe revenues can fluctuate dramatically based on natural and
man-made disasters. When such events happen, our clients usually require a
sudden and substantial increase in the need for catastrophe adjusting
services, which can place strains on the capacity of our catastrophe
adjusters. Our internal resources are sometimes not sufficient to meet
these sudden and substantial increases in demand. When these situations
occur, we must retain outside adjusters (contractors and temporary
employees) to increase our capacity. Insurance companies and other loss
adjusting firms also aggressively compete for these independent adjusters,
who often command high prices for their services at such times of peak
demand.
Our U.S. and U.K. defined benefit pension plans are significantly under funded.
Future funding requirements, including those imposed by potential regulatory
changes, could restrict cash available for our operating, financing and
investing requirements.
We are aware of proposed U.S. legislation that may impact the Pension
Benefit Guaranty Corporation ("PBGC") and the Employee Retirement Income
Security Act of 1974 ("ERISA") as they relate to defined benefit pension
plans in the U.S. Our frozen U.S. defined benefit pension plan is
regulated by both the PBGC and ERISA. We understand that this proposed
legislation, if enacted, could significantly alter future pension funding
requirements and actuarial formulas used by sponsors of defined benefit
pension plans that are regulated by the PBGC and ERISA. Our U.S. defined
benefit plan, could be impacted by any such future legislation. This
proposed legislation has not been finalized or enacted into law, but could
result in the need for additional cash payments by us into our U.S.
defined benefit pension plan.
Our U.S. and U.K. defined benefit pension plans are significantly under
funded based on current long-term interest rates used to discount the
pension liabilities and future required contributions to these plans could
be substantial. Further declines in long-term interest rates could
significantly increase future required contributions to these plans.
We have debt covenants that require us to maintain defined leverage ratios,
fixed charge ratios, and minimum net worth thresholds. We may not be able to
maintain compliance with these debt covenant requirements. These debt covenant
requirements also have restrictions on our ability to pay dividends to our
shareholders.
12
We were in compliance with these debt covenants as of December 31, 2005.
If we do not meet the covenant requirements in the future, we would be in
default under these agreements. In such an event, we would need to obtain
a waiver of the default or repay the outstanding indebtedness under the
agreements. If we could not obtain a waiver on satisfactory terms, we
could be required to renegotiate this indebtedness. Any such
renegotiations could result in less favorable terms, including higher
interest rates and accelerated payments. Based upon our projected
operating results for 2006, we expect to remain in compliance with these
debt covenants. However, there can be no assurance that our actual
financial results will match our planned results or that we will not
violate the covenants.
The outcome of the items under "ITEM 3. LEGAL PROCEEDINGS" below.
The risks included above are not exhaustive. Other sections of this report may
include additional factors which could adversely impact our business and
financial performance. Moreover, our operates in a very competitive and rapidly
changing environment. New risk factors emerge from time to time, and it is not
possible for management to predict all such risk factors, nor can we assess the
impact of known risk factors on our business or the extent to which any factor
or combination of factors may cause actual results to differ materially from
those contained in any forward-looking statement.
Special Note Regarding Forward-Looking Statements and Analysts' Reports
Certain written and oral statements made or incorporated by reference from time
to time by the Registrant in this report, other reports, filings with the
Securities and Exchange Commission, press releases, conferences, or otherwise,
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, without
limitation, any statement that may predict, forecast, indicate or imply future
results, performance or achievements. Forward-looking statements include risks
and uncertainties which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements.
Forward-looking statements may be identified, without limitation, by the use of
such words as "anticipates", "estimates", "expects", "intends", "plans",
"predicts", "projects", "believes", "could", "would", "should", "may", "goal",
"strategy", or "will", or words or phrases of similar meaning. The Registrant
undertakes no obligation to revise or publicly release the results of any
revisions to forward-looking statements or to identify any new risk factors
which may arise. Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of actual future
results.
Investors should also be aware that while the Registrant does, from time to
time, communicate with securities analysts, it is against the Registrant's
policy to disclose to them any material, non-public information or other
confidential commercial information. Accordingly, investors should not assume
that the Registrant agrees with any statement or report issued by any analyst
irrespective of the content of the statement or report. Furthermore, the
Registrant has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Registrant.
13
Forward-looking statements include risks and uncertainties which could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. In addition to other risk factors and matters
discussed elsewhere herein, some of the important general factors that could
cause actual results to differ materially from those discussed in the
forward-looking statements include the following:
- - Changes in general economic conditions in the Registrant's major geographic
markets, which include the U. S., U. K., and Canada, as well as, to a lesser
extent, the other areas throughout the world in which the Registrant does
business;
- - General risks associated with doing business outside the U.S., including
without limitation, restrictions on foreign-owned or controlled entities
conducting loss adjusting activities in those jurisdictions, exchange rate
fluctuations, expropriation of assets, and currency restrictions;
- - Changes in accounting principles or application of such principles to the
Registrant's business;
- - Changes in regulatory requirements in the various jurisdictions where the
Registrant operates;
- - Changes in law, particularly as related to tort reform and changes in the
states' workers' compensation laws; and
- - Any other factors referenced or incorporated by reference in this report and
any other publicly filed report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
The Registrant's home office and educational facilities are owned by the
Registrant and located in a suburb of Atlanta, Georgia. The Registrant also owns
its Canadian home office facility located in Kitchener, Ontario and an
additional office location in Stockport, England. As of December 31, 2005, the
Registrant leased approximately 512 office locations under leases with remaining
terms ranging from a few months to ten years. The remainder of its office
locations are occupied under various short-term rental arrangements.
14
ITEM 3. LEGAL PROCEEDINGS
In the normal course of the claims administration services business, the
Registrant is named as a defendant in suits by insureds or claimants contesting
decisions by the Registrant or its clients with respect to the settlement of
claims. Additionally, clients of the Registrant have brought actions for
indemnification on the basis of alleged negligence on the part of the
Registrant, its agents or its employees in rendering service to clients. The
majority of these claims are of the type covered by insurance maintained by the
Registrant; however, the Registrant is self-insured for the deductibles under
its various insurance coverages. In the opinion of the Registrant, adequate
reserves have been provided for such self-insured risks.
On December 9, 2004 the Registrant received a subpoena from the State of New
York, Office of the Attorney General, requesting various documents relating to
its operations. The Registrant responded to that subpoena in early 2005 and the
Office of the Attorney General requested no additional documents. The Registrant
anticipates that it will have no further involvement in this matter. The actions
taken by the Office of the Attorney General have had no material impact on the
Registrant's financial condition, results of operations or cash flows. The
Registrant does not anticipate that this matter will have any effect on the
Registrant's financial condition, results of operations, or cash flows in the
future.
The Registrant was audited under California Labor Code Section 129 and 129.5 by
the Audit Unit, Division of Workers' Compensation, Department of Industrial
Relation, State of California ("Audit Unit"). The Audit Unit focused its audit
on workers' compensation files which the Registrant handled on behalf of its
clients in its El Segundo, California office in 2001 and 2002. The Registrant
has agreed in principle to resolve the issues being reviewed by the Audit Unit
and is currently documenting the agreement. Based on discussions with
representatives of the Division of Workers' Compensation and the terms of the
proposed agreement in principle with the Division, the Registrant does not
believe that the resolution of the matter will have a material effect on the
Registrant's financial condition, results of operations, or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders for a vote during the fourth
quarter of 2005.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS,
AND ISSUER PURCHASE OF EQUITY SECURITIES
The information required by this Item is included in the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, under the captions
"Debt Covenants" under "Factors That May Affect Future Results" and "Quarterly
Financial Data (unaudited), Dividend Information and Common Stock Quotations"
and is incorporated herein by reference.
15
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is included in the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, under the caption
"Selected Financial Data" and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is included in the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this Item is included in the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, under the caption
"Market Risk" and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, under the captions
"Consolidated Statements of Income", "Consolidated Balance Sheets",
"Consolidated Statements of Shareholders' Investment", "Consolidated Statements
of Cash Flows", "Notes to Consolidated Financial Statements", "Quarterly
Financial Data (unaudited), Dividend Information and Common Stock Quotations",
and "Report of Independent Registered Public Accounting Firm on the Consolidated
Financial Statements", and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Registrant's management, with the participation of the Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Registrant's disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of
December 31, 2005. Based on that evaluation, the Registrant's Chief
Executive Officer and Chief Financial Officer concluded that the
Registrant's disclosure controls and procedures were effective as of
December 31, 2005.
(b) Management's Report on Internal Control over Financial Reporting
16
The report of management of the Registrant regarding internal control over
financial reporting is included in the Registrant's Annual Report to
Shareholders for the year ended December 31, 2005, and is incorporated
herein by reference.
(c) Attestation Report of Independent Registered Public Accounting Firm
The attestation report of the Registrant's independent registered public
accounting firm regarding internal control over financial reporting is
included in the Registrant's Annual Report to Shareholders for the year
ended December 31, 2005, and is incorporated herein by reference.
(d) Changes in Internal Control over Financial Reporting
There were no changes in the Registrant's internal control over financial
reporting during the fourth quarter of 2005 that have materially affected,
or are reasonably likely to materially affect, the Registrant's internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information required by this Item is included under the captions
"Nominee Information," "Standing Committees and Attendance at Board and
Committee Meetings," and "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held May 2, 2006, and is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the names, positions held, and ages of each of the executive
officers of the Registrant:
Name Office Age
---- ------ ---
T. W. Crawford President and Chief Executive Officer 62
J. T. Bowman Executive Vice President - Chief Operating Officer
- Global Property and Casualty
52
J. F. Giblin Executive Vice President - Finance 49
K. B. Frawley Executive Vice President - Financial
Administrative Services 54
P. G. Porter Senior Vice President - Claims Management Services 55
R. R. Kulbick Senior Vice President 57
17
L. A. Mattingly Senior Vice President 59
R. J. Cormican Senior Vice President - Compliance, Quality and
Training 58
A. W. Nelson Senior Vice President - General Counsel &
Corporate Secretary 41
W. L. Beach Senior Vice President - Human Resources 61
Mr. Crawford was appointed President and Chief Executive Officer of the
Registrant on September 1, 2004. Prior to joining the Registrant from June 1998
until his retirement in January 2003 he was President of the Retail Distribution
division of Prudential Financial, Inc., and from May 2004 until September 2004
he was Chairman of The Bodie Group, Inc., a business consulting firm.
Mr. Bowman was appointed to his present position effective January 1, 2006. From
April 1, 2001 to December 31, 2005 he was President of Crawford & Company
International, Inc. managing the Registrant's international operations. From
August 1999 to April 1, 2001 he was Senior Vice President, Regional Managing
Director - Americas for the Registrant's international operation.
Mr. Giblin has held his present position with the Registrant for more than five
years.
Mr. Frawley was appointed to his present position with the Registrant on
February 23, 2005. Prior to joining the Registrant and since 1996 he was Chief
Compliance Officer - Insurance Division for Prudential Financial, Inc.
Mr. Porter was appointed to his current position January 19, 2005 and was
interim Senior Vice President - Claims Management from December 15, 2004. Prior
to that and from May 1, 2001 he was Senior Vice President in charge of business
development for Claims Management Services. Prior to that and from 1998 he was
Vice President - Business Development.
Mr. Kulbick was appointed to head Crawford Integrated Services effective January
1, 2006. Prior to that and from November 1, 2004 he was Senior Vice President -
Risk Management Services. Prior to joining the Registrant from March 2004 to
October 2004 he was Senior Vice President in charge of implementing new products
and enhancing current products for ESIS, Inc., a third party administrator.
Prior to March 2004 and from June 1997 he was Chief Executive Officer of RSKCo,
Inc., a total risk services company.
Mr. Mattingly was appointed to the position of Product Manager of Crawford
Integrated Services effective January 1, 2006. Prior to that and from November
1, 2004 he was Senior Vice President - HealthCare Management. Prior to joining
the Registrant and since 1999 he was President and Chief Executive Officer of
Mednet Connect , a software and service company specializing in the workers'
compensation medical review software business.
Mr. Cormican was appointed to his present position February 15, 2005. Prior to
joining the Registrant from August 2002 until February 2005 he was Senior Vice
President and Chief Financial Officer of AssuranceAmerica Corporation, an
insurance holding company. Prior to August 2002 and from 1997 he was Vice
President - Agent Operations for Prudential Property and Casualty Company.
18
Mr. Nelson was appointed to his present position with the Registrant on October
17, 2005. Prior to that and from October 1997 he served in various positions
with BellSouth Corporation, most recently as Chief Compliance Counsel. In that
capacity he was in charge of all legal compliance issues facing BellSouth
domestically and internationally.
Mr. Beach has held his present position with the Registrant for more than five
years.
Officers of the Registrant are appointed annually by the Board of Directors of
the Registrant.
The Registrant has adopted a Code of Business Conduct for its CEO, CFO,
principal accounting officer and all other officers, directors and employees of
the Registrant. The Code of Business Conduct is available at
www.crawfordandcompany.com and any amendment or waiver of this Code of Business
Conduct shall be posted within four business days on this website. The Code of
Business Conduct may also be obtained without charge by writing to Corporate
Secretary, Legal Department, Crawford & Company, 5620 Glenridge Drive, N.E.,
Atlanta, Georgia 30342.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included under the captions "Executive
Compensation and Other Information" of the Registrant's Proxy Statement for the
Annual Meeting of Shareholders to be held May 2, 2006, and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The information required by this Item is included under the caption "Stock
Ownership Information" of the Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held May 2, 2006, and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is included under the caption "Information
with Respect to Certain Business Relationships" of the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held May 2, 2006, and is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding principal accounting fees and services is included under
the caption "Fees Paid to Ernst & Young LLP" of the Registrant's Proxy Statement
for the Annual Meeting of Shareholders to be held May 2, 2006, and is
incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
19
1. Financial Statements
The Registrant's 2005 Annual Report to Shareholders contains the
Consolidated Balance Sheets as of December 31, 2005 and 2004, the related
Consolidated Statements of Income, Shareholders' Investment and Cash Flows
for each of the three years in the period ended December 31, 2005, and the
related reports of Ernst & Young LLP. These financial statements and the
reports of Ernst & Young LLP are incorporated herein by reference and
included in Exhibit 13.1 to this Form 10-K. The financial statements,
incorporated by reference, include the following:
- Consolidated Balance Sheets as of December 31, 2005 and 2004
- Consolidated Statements of Income for the Years Ended December 31,
2005, 2004, and 2003
- Consolidated Statements of Shareholders' Investment for the Years
Ended December 31, 2005, 2004, and 2003
- Consolidated Statements of Cash Flows for the Years Ended December 31,
2005, 2004, and 2003
- Notes to Consolidated Financial Statements - December 31, 2005, 2004,
and 2003
2. Financial Statement Schedule
- Schedule II - Valuation and Qualifying Accounts - Information required
by this schedule is included on page 48 of the Registrant's Annual
Report to Shareholders for the year ended December 31, 2005, and is
incorporated herein by reference.
Other schedules have been omitted because they are not applicable.
3. Exhibits filed with this report.
Exhibit No. Document
- ----------- --------
3.1 Restated Articles of Incorporation of the Registrant, as amended
April 23, 1991 (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (Registration No.
333-125557) filed on June 6, 2005).
3.2 Restated By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.1 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004).
20
10.1* Crawford & Company 1990 Stock Option Plan, as amended
(incorporated by reference to Exhibit 28.1 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-47536)
filed on April 30, 1992).
10.2* Crawford & Company 1997 Key Employee Stock Option Plan, as
amended.
10.3* Crawford & Company 1997 Non-Employee Director Stock Option Plan.
10.4* Amended and Restated Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2004).
10.5* Amendment to Amended and Restated Supplemental Executive
Retirement Plan.
10.6* Crawford & Company 1996 Employee Stock Purchase Plan.
10.7* Amended and Restated Crawford & Company Medical Reimbursement
Plan.
10.8* Crawford & Company Discretionary Allowance Plan.
10.9* Deferred Compensation Plan (As Amended and Restated as of January
1, 2003) (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003).
10.10* Crawford & Company 1996 Incentive Compensation Plan, as amended
and restated.
10.11* Crawford & Company Executive Stock Bonus Plan (incorporated by
reference to Appendix A of the Registrant's Proxy Statement for
the Annual Meeting of Shareholders held on April 26, 2005).
10.12 Revolving Credit Agreement dated as of September 30, 2003
(incorporated by reference to Exhibit 10.11 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2004).
10.13 First Amended and Restated Credit Agreement (incorporated by
reference to Exhibit 10.1 to Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 5, 2005).
10.14 Note Purchase Agreement dated as of September 30, 2003
(incorporated by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2004).
21
10.15 Waiver and Amendment to Note Purchase Agreement dated as of
September 30, 2003 (incorporated by reference to Exhibit 10.2 of
the Registrant's Form 8-K filed with the Securities and Exchange
Commission on October 5, 2005).
10.16* Change of Control and Severance Agreement between Thomas W.
Crawford and the Registrant (incorporated by reference to Exhibit
10.1 to Registrant's Form 8-K filed with the Securities and
Exchange Commission February 4, 2005).
10.17* Change of Control and Severance Agreement between Kevin B. Frawley
and the Registrant (incorporated by reference to Exhibit 10.1 to
Registrant's Form 8-K filed with the Securities and Exchange
Commission March 4, 2005).
10.18* Terms of Employment Agreement between Allen W. Nelson and the
Registrant (incorporated by reference to Exhibit 10.1 to the
Registrant's Form 8-K filed with the Securities and Exchange
Commission November 28, 2005).
10.19* Terms of Employment Agreement between Jeffrey T. Bowman and the
Registrant (incorporated by reference to Exhibit 10.1 to the
Registrant's Form 8-K filed with the Securities and Exchange
Commission February 15, 2006).
10.20* Crawford & Company U.K. Sharesave Scheme (incorporated by
reference to Appendix A of the Registrant's Proxy Statement for
the Annual Meeting of Shareholders to be held on May 2, 2006).
13.1 The Registrant's Annual Report to Shareholders for the year ended
December 31, 2005 (only those portions incorporated herein by
reference).
14.1 Crawford & Company Code of Business Conduct (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2003).
21.1 Subsidiaries of Crawford & Company.
23.1 Consent of Ernst & Young LLP.
24.1-8 Powers of Attorney.
22
31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1850, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification pursuant to 18 U.S.C. Section 1850, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 601 of Regulation S-K.
(b) The Registrant has filed the Exhibits listed in Item 15(a)3.
(c) Separate financial statements of Crawford & Company have been omitted since
it is primarily an operating company. All significant subsidiaries included
in the consolidated financial statements are wholly owned.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRAWFORD & COMPANY
Date March 14, 2006 By /s/ Thomas W. Crawford
-------------------------------------
THOMAS W. CRAWFORD, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
NAME AND TITLE
--------------
Date March 14, 2006 /s/ Thomas W. Crawford
-----------------------------------------
THOMAS W. CRAWFORD, President
and Chief Executive Officer
(Principal Executive Officer)
and Director
Date March 14, 2006 /s/ J. F. Giblin
-----------------------------------------
J. F. GIBLIN, Executive Vice President-
Finance (Principal Financial Officer)
Date March 14, 2006 /s/ W. B. Swain
-----------------------------------------
W. B. SWAIN, Senior Vice President and
Controller (Principal Accounting Officer)
24
NAME AND TITLE
--------------
Date March 14, 2006 *
-----------------------------------------
J. HICKS LANIER, Director
Date March 14, 2006 *
-----------------------------------------
JESSE C. CRAWFORD, Director
Date March 14, 2006 *
-----------------------------------------
LARRY L. PRINCE, Director
Date March 14, 2006 *
-----------------------------------------
P. GEORGE BENSON, Director
Date March 14, 2006 *
-----------------------------------------
E. JENNER WOOD, III, Director
Date March 14, 2006 *
-----------------------------------------
CLARENCE H. RIDLEY, Director
Date March 14, 2006 *
-----------------------------------------
ROBERT T. JOHNSON, Director
Date March 14, 2006 *
-----------------------------------------
JAMES D. EDWARDS, Director
Date March 14, 2006 *By /s/ Allen W. Nelson
-------------------------------------
Allen W. Nelson - As attorney-in-
fact for the Directors above whose
name an asterisk appears.
25
EXHIBIT INDEX
Sequential
Exhibit Page Number
No. Description of Exhibit of Exhibit
- ------- ---------------------- -----------
3.1 Restated Articles of Incorporation of the Registrant, as
amended April 23, 1991 (incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-8 filed with the
Securities and Exchange Commission on June 6, 2005).
3.2 Restated By-laws of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004).
10.1 Crawford & Company 1990 Stock Option Plan, as amended
(incorporated by reference to Exhibit 28.1 to the
Registrant's Registration Statement on Form S-8
(Registration No. 33-47536) filed on April 30, 1992).
10.2 Crawford & Company 1997 Key Employee Stock Option Plan, as
amended. 29-34
10.3 Crawford & Company 1997 Non-Employee Director Stock Option
Plan. 35-39
10.4 Amended and Restated Supplemental Executive Retirement
Plan (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004).
10.5 Amendment to Amended and Restated Supplemental Executive
Retirement Plan. 40
10.6 Crawford & Company 1996 Employee Stock Purchase Plan. 41-49
10.7 Amended and Restated Crawford & Company Medical
Reimbursement Plan. 50-53
10.8 Crawford & Company Discretionary Allowance Plan. 54-56
10.9 Deferred Compensation Plan (As Amended and Restated as of
January 1, 2003) (incorporated by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2003).
10.10 Crawford & Company 1996 Incentive Compensation Plan, as 57-60
amended and restated.
26
Sequential
Exhibit Page Number
No. Description of Exhibit of Exhibit
- ------- ---------------------- -----------
10.11 Crawford & Company Executive Stock Bonus Plan
(incorporated by reference to Appendix A of the
Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on April 26, 2005).
10.12 Revolving Credit Agreement dated as of September 30, 2003
(incorporated by reference to Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004).
10.13 First Amended and Restated Credit Agreement (incorporated
by reference to Exhibit 10.1 to Registrant's Form 8-K
filed with the Securities and Exchange Commission on
October 5, 2005).
10.14 Note Purchase Agreement dated as of September 30, 2003
(incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004).
10.15 Waiver and Amendment to Note Purchase Agreement dated as
of September 30, 2003 (incorporated by reference to
Exhibit 10.2 of the Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 5, 2005).
10.16 Change of Control and Severance Agreement between Thomas
W. Crawford and the Registrant (incorporated by reference
to Exhibit 10.1 to Registrant's Form 8-K filed with the
Securities and Exchange Commission February 4, 2005).
10.17 Change of Control and Severance Agreement between Kevin B.
Frawley and the Registrant (incorporated by reference to
Exhibit 10.1 to Registrant's Form 8-K filed with the
Securities and Exchange Commission March 4, 2005).
10.18 Terms of Employment Agreement between Allen W. Nelson and
the Registrant (incorporated by reference to Exhibit 10.1
to the Registrant's Form 8-K filed with the Securities and
Exchange Commission November 28, 2005).
10.19 Terms of Employment Agreement between Jeffrey T. Bowman
and the Registrant (incorporated by reference to Exhibit
10.1 to the Registrant's Form 8-K filed with the
Securities and Exchange Commission February 15, 2006).
27
Sequential
Exhibit Page Number
No. Description of Exhibit of Exhibit
- ------- ---------------------- -----------
10.20 Crawford & Company U.K. Sharesave Scheme (incorporated by
reference to Appendix A of the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be
held on May 2, 2006).
13.1 The Registrant's Annual Report to Shareholders for the
year ended December 31, 2005 (only those portions
incorporated herein by reference). 61-110
14.1 Crawford & Company Code of Business Conduct (incorporated
by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 2003).
21.1 Subsidiaries of Crawford & Company. 111
23.1 Consent of Ernst & Young LLP. 112
24.1-8 Powers of Attorney 113-120
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 121
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 123
32.1 Certification pursuant to 18 U.S.C. Section 1850, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 125
32.2 Certification pursuant to 18 U.S.C. Section 1850, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 126
28