Attached files
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EXCEL - IDEA: XBRL DOCUMENT - KEMPER Corp | Financial_Report.xls |
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SEC RULE 13A-14(A) - KEMPER Corp | kmpr201406302014ex312.htm |
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO U.S.C. SECTION 1350 - KEMPER Corp | kmpr201406302014ex321.htm |
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SEC RULE 13A-14(A) - KEMPER Corp | kmpr201406302014ex311.htm |
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO U.S.C. SECTION 1350 - KEMPER Corp | kmpr201406302014ex322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 10-Q
______________________________________________________
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For Quarterly Period Ended June 30, 2014
OR
¨ | 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 001-18298
______________________________________________________
Kemper Corporation
(Exact name of registrant as specified in its charter)
______________________________________________________
Delaware | 95-4255452 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One East Wacker Drive, Chicago, Illinois | 60601 |
(Address of principal executive offices) | (Zip Code) |
(312) 661-4600
(Registrant’s telephone number, including area code)
______________________________________________________
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
52,671,743 shares of common stock, $0.10 par value, were outstanding as of July 31, 2014.
KEMPER CORPORATION
INDEX
Page | |||
PART I. | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II. | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 6. | |||
Exhibit Index |
Caution Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including, but not limited to, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), Quantitative and Qualitative Disclosures About Market Risk, Risk Factors and the accompanying unaudited Condensed Consolidated Financial Statements (including the notes thereto) of Kemper Corporation (“Kemper”) and its subsidiaries (individually and collectively referred to herein as the “Company”) may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give expectations or forecasts of future events. The reader can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may” and other words and terms of similar meaning in connection with a discussion of future operating performance, financial performance or financial condition. Forward-looking statements, in particular, include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the Company’s actual future results and financial condition. The reader should consider the following list of general factors that could affect the Company’s future results and financial condition, as well as those discussed under Item 1A., Risk Factors, of Part I of Kemper’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”), for the year ended December 31, 2013 (the “2013 Annual Report”) as updated by Item 1A. of Part II of subsequently-filed Quarterly Reports on Form 10-Q, including this Quarterly Report on Form 10-Q.
Among the general factors that could cause actual results and financial condition to differ materially from estimated results and financial condition are:
Factors related to the legal and regulatory environment in which Kemper and its subsidiaries operate
• | Developments in, and outcomes of, initiatives by state officials that could result in significant changes to unclaimed property laws and claims handling practices with respect to life insurance policies, especially to the extent that such initiatives result in retroactive application of new requirements to existing life insurance policy contracts; |
• | Adverse outcomes in litigation or other legal or regulatory proceedings involving Kemper or its subsidiaries or affiliates; |
• | Governmental actions, including, but not limited to, implementation of the provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Acts”), the Dodd-Frank Act (the “DFA”), the Risk Management and Own Risk and Solvency Assessment Model Act (“RMORSA”) and other new laws, regulations or court decisions interpreting existing laws and regulations or policy provisions; |
• | Uncertainties related to regulatory approval of insurance rates, policy forms, license applications and similar matters; |
Factors relating to insurance claims and related reserves in the Company’s insurance businesses
• | The incidence, frequency, and severity of catastrophes occurring in any particular reporting period or geographic area, including natural disasters, pandemics and terrorist attacks or other man-made events; |
• | The number and severity of insurance claims (including those associated with catastrophe losses) and their impact on the adequacy of loss reserves; |
• | Changes in facts and circumstances affecting assumptions used in determining loss and loss adjustment expenses (“LAE”) reserves; |
• | The impact of inflation on insurance claims, including, but not limited to, the effects attributed to scarcity of resources available to rebuild damaged structures, including labor and materials and the amount of salvage value recovered for damaged property; |
1
Caution Regarding Forward-Looking Statements (continued)
• | Developments related to insurance policy claims and coverage issues, including, but not limited to, interpretations or decisions by courts or regulators that may govern or influence losses incurred in connection with hurricanes and other catastrophes; |
• | Orders, interpretations or other actions by regulators that impact the reporting, adjustment and payment of claims; |
• | Changes in the pricing or availability of reinsurance, or in the financial condition of reinsurers and amounts recoverable therefrom; |
Factors related to the Company’s ability to compete
• | Changes in the ratings by rating agencies of Kemper and/or its insurance company subsidiaries with regard to credit, financial strength, claims paying ability and other areas on which the Company is rated; |
• | The level of success and costs incurred in realizing economies of scale and implementing significant business consolidations, reorganizations and technology initiatives; |
• | Absolute and relative performance of the Company’s products or services; |
Factors relating to the business environment in which Kemper and its subsidiaries operate
• | Changes in general economic conditions, including performance of financial markets, interest rates, unemployment rates and fluctuating values of particular investments held by the Company; |
• | Absolute and relative performance of investments held by the Company; |
• | Heightened competition, including, with respect to pricing, entry of new competitors, introduction of new technologies, refinements of existing products and the development of new products by new and existing competitors; |
• | Changes in industry trends and significant industry developments; |
• | Changes in capital requirements, including the calculations thereof, used by regulators and rating agencies; |
• | Regulatory, accounting or tax changes that may affect the cost of, or demand for, the Company’s products or services or after-tax returns from the Company’s investments; |
• | The impact of required participation in windpools and joint underwriting associations, residual market assessments and assessments for insurance industry insolvencies; |
• | Changes in distribution channels, methods or costs resulting from changes in laws or regulations, lawsuits or market forces; |
• | Increased costs and risks related to data security; and |
Other risks and uncertainties described from time to time in Kemper’s filings with the SEC.
No assurances can be given that the results contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. The Company assumes no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this Quarterly Report on Form 10-Q. The reader is advised, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
KEMPER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
(Unaudited)
Six Months Ended | Three Months Ended | |||||||||||||||
Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Earned Premiums | $ | 947.9 | $ | 1,022.7 | $ | 470.3 | $ | 512.8 | ||||||||
Net Investment Income | 143.7 | 155.4 | 72.6 | 74.6 | ||||||||||||
Other Income | 0.3 | 0.4 | 0.2 | 0.2 | ||||||||||||
Net Realized Gains on Sales of Investments | 10.1 | 29.2 | 3.5 | 2.3 | ||||||||||||
Other-than-temporary Impairment Losses: | ||||||||||||||||
Total Other-than-temporary Impairment Losses | (4.9 | ) | (4.7 | ) | (4.1 | ) | (2.3 | ) | ||||||||
Portion of Losses Recognized in Other Comprehensive Income | — | 1.8 | — | 1.3 | ||||||||||||
Net Impairment Losses Recognized in Earnings | (4.9 | ) | (2.9 | ) | (4.1 | ) | (1.0 | ) | ||||||||
Total Revenues | 1,097.1 | 1,204.8 | 542.5 | 588.9 | ||||||||||||
Expenses: | ||||||||||||||||
Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses | 675.4 | 703.4 | 347.5 | 354.2 | ||||||||||||
Insurance Expenses | 313.4 | 321.4 | 161.3 | 163.1 | ||||||||||||
Interest and Other Expenses | 45.2 | 49.0 | 22.5 | 25.2 | ||||||||||||
Total Expenses | 1,034.0 | 1,073.8 | 531.3 | 542.5 | ||||||||||||
Income from Continuing Operations before Income Taxes | 63.1 | 131.0 | 11.2 | 46.4 | ||||||||||||
Income Tax Expense | (18.6 | ) | (39.9 | ) | (1.9 | ) | (13.9 | ) | ||||||||
Income from Continuing Operations | 44.5 | 91.1 | 9.3 | 32.5 | ||||||||||||
Income (Loss) from Discontinued Operations | (0.1 | ) | 1.3 | — | 1.5 | |||||||||||
Net Income | $ | 44.4 | $ | 92.4 | $ | 9.3 | $ | 34.0 | ||||||||
Income from Continuing Operations Per Unrestricted Share: | ||||||||||||||||
Basic | $ | 0.80 | $ | 1.57 | $ | 0.17 | $ | 0.56 | ||||||||
Diluted | $ | 0.80 | $ | 1.57 | $ | 0.17 | $ | 0.56 | ||||||||
Net Income Per Unrestricted Share: | ||||||||||||||||
Basic | $ | 0.80 | $ | 1.59 | $ | 0.17 | $ | 0.59 | ||||||||
Diluted | $ | 0.80 | $ | 1.59 | $ | 0.17 | $ | 0.59 | ||||||||
Dividends Paid to Shareholders Per Share | $ | 0.48 | $ | 0.48 | $ | 0.24 | $ | 0.24 |
The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.
3
KEMPER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
(Unaudited)
Six Months Ended | Three Months Ended | |||||||||||||||
Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | |||||||||||||
Net Income | $ | 44.4 | $ | 92.4 | $ | 9.3 | $ | 34.0 | ||||||||
Other Comprehensive Income (Loss) Before Income Taxes: | ||||||||||||||||
Unrealized Holding Gains (Losses) | 217.6 | (283.0 | ) | 97.6 | (235.0 | ) | ||||||||||
Foreign Currency Translation Adjustments | (0.2 | ) | (0.1 | ) | (0.2 | ) | 0.1 | |||||||||
Amortization of Unrecognized Postretirement Benefit Costs | 3.9 | 12.1 | 1.9 | 6.7 | ||||||||||||
Other Comprehensive Income (Loss) Before Income Taxes | 221.3 | (271.0 | ) | 99.3 | (228.2 | ) | ||||||||||
Other Comprehensive Income Tax Benefit (Expense) | (78.0 | ) | 96.8 | (34.9 | ) | 80.6 | ||||||||||
Other Comprehensive Income (Loss) | 143.3 | (174.2 | ) | 64.4 | (147.6 | ) | ||||||||||
Total Comprehensive Income (Loss) | $ | 187.7 | $ | (81.8 | ) | $ | 73.7 | $ | (113.6 | ) |
The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.
4
KEMPER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts)
Jun 30, 2014 | Dec 31, 2013 | ||||||
Assets: | (Unaudited) | ||||||
Investments: | |||||||
Fixed Maturities at Fair Value (Amortized Cost: 2014 - $4,294.8; 2013 - $4,370.5) | $ | 4,680.0 | $ | 4,575.0 | |||
Equity Securities at Fair Value (Cost: 2014 - $541.0; 2013 - $530.0) | 646.2 | 598.5 | |||||
Equity Method Limited Liability Investments at Cost Plus Cumulative Undistributed Earnings | 227.1 | 245.1 | |||||
Fair Value Option Investments | 40.3 | — | |||||
Short-term Investments at Cost which Approximates Fair Value | 480.1 | 284.7 | |||||
Other Investments | 448.3 | 448.0 | |||||
Total Investments | 6,522.0 | 6,151.3 | |||||
Cash | 61.8 | 66.5 | |||||
Receivables from Policyholders | 313.5 | 331.6 | |||||
Other Receivables | 190.5 | 193.1 | |||||
Deferred Policy Acquisition Costs | 304.8 | 302.9 | |||||
Goodwill | 311.8 | 311.8 | |||||
Current and Deferred Income Tax Assets | 10.1 | 31.8 | |||||
Other Assets | 255.3 | 267.4 | |||||
Total Assets | $ | 7,969.8 | $ | 7,656.4 | |||
Liabilities and Shareholders’ Equity: | |||||||
Insurance Reserves: | |||||||
Life and Health | $ | 3,249.0 | $ | 3,217.5 | |||
Property and Casualty | 815.2 | 843.5 | |||||
Total Insurance Reserves | 4,064.2 | 4,061.0 | |||||
Unearned Premiums | 571.8 | 598.9 | |||||
Liabilities for Income Taxes | 53.4 | 8.3 | |||||
Debt at Amortized Cost (Fair Value: 2014 - $826.2; 2013 - $667.1) | 751.7 | 606.9 | |||||
Accrued Expenses and Other Liabilities | 390.1 | 329.8 | |||||
Total Liabilities | 5,831.2 | 5,604.9 | |||||
Shareholders’ Equity: | |||||||
Common Stock, $0.10 Par Value, 100 Million Shares Authorized; 53,497,022 Shares Issued and Outstanding at June 30, 2014 and 55,653,437 Shares Issued and Outstanding at December 31, 2013 | 5.3 | 5.6 | |||||
Paid-in Capital | 671.3 | 694.8 | |||||
Retained Earnings | 1,183.4 | 1,215.8 | |||||
Accumulated Other Comprehensive Income | 278.6 | 135.3 | |||||
Total Shareholders’ Equity | 2,138.6 | 2,051.5 | |||||
Total Liabilities and Shareholders’ Equity | $ | 7,969.8 | $ | 7,656.4 |
The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.
5
KEMPER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Six Months Ended | |||||||
Jun 30, 2014 | Jun 30, 2013 | ||||||
Operating Activities: | |||||||
Net Income | $ | 44.4 | $ | 92.4 | |||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||||||
Increase in Deferred Policy Acquisition Costs | (1.9 | ) | (5.0 | ) | |||
Amortization of Life Insurance in Force Acquired and Customer Relationships Acquired | 3.7 | 4.2 | |||||
Equity in Earnings of Equity Method Limited Liability Investments | (4.8 | ) | (12.2 | ) | |||
Distribution of Accumulated Earnings of Equity Method Limited Liability Investments | 12.4 | 8.0 | |||||
Appreciation on Fair Value Option Investments | (0.3 | ) | — | ||||
Amortization of Investment Securities and Depreciation of Investment Real Estate | 7.3 | 8.6 | |||||
Net Realized Gains on Sales of Investments | (10.1 | ) | (29.2 | ) | |||
Net Impairment Losses Recognized in Earnings | 4.9 | 2.9 | |||||
Depreciation of Property and Equipment | 8.8 | 8.6 | |||||
Decrease in Receivables | 28.9 | 9.0 | |||||
Increase (Decrease) in Insurance Reserves | 2.6 | (24.3 | ) | ||||
Decrease in Unearned Premiums | (27.1 | ) | (10.6 | ) | |||
Change in Income Taxes | (12.4 | ) | 0.8 | ||||
Increase in Accrued Expenses and Other Liabilities | 5.5 | 4.8 | |||||
Other, Net | 10.7 | 18.6 | |||||
Net Cash Provided by Operating Activities | 72.6 | 76.6 | |||||
Investing Activities: | |||||||
Sales, Paydowns and Maturities of Fixed Maturities | 342.8 | 465.7 | |||||
Purchases of Fixed Maturities | (225.7 | ) | (572.2 | ) | |||
Sales of Equity Securities | 69.9 | 50.7 | |||||
Purchases of Equity Securities | (81.0 | ) | (62.8 | ) | |||
Sales of and Return of Investment of Equity Method Limited Liability Investments | 26.4 | 18.9 | |||||
Acquisitions of Equity Method Limited Liability Investments | (16.0 | ) | (5.3 | ) | |||
Sales of Fair Value Option Investments | 2.9 | — | |||||
Purchases of Fair Value Option Investments | (42.9 | ) | — | ||||
Decrease (Increase) in Short-term Investments | (198.0 | ) | 87.3 | ||||
Improvements of Investment Real Estate | (1.3 | ) | (2.7 | ) | |||
Sales of Investment Real Estate | 0.9 | 3.8 | |||||
Increase in Other Investments | (2.4 | ) | (3.7 | ) | |||
Acquisition of Software | (5.6 | ) | (9.8 | ) | |||
Disposition of Business, Net of Cash Disposed | 8.9 | 3.8 | |||||
Other, Net | (4.6 | ) | (5.2 | ) | |||
Net Cash Used by Investing Activities | (125.7 | ) | (31.5 | ) | |||
Financing Activities: | |||||||
Net Proceeds from Issuance of Subordinated Debentures | 144.2 | — | |||||
Common Stock Repurchases | (70.1 | ) | (45.1 | ) | |||
Dividends and Dividend Equivalents Paid | (26.6 | ) | (27.9 | ) | |||
Cash Exercise of Stock Options | — | 0.1 | |||||
Other, Net | 0.9 | 1.0 | |||||
Net Cash Provided (Used) by Financing Activities | 48.4 | (71.9 | ) | ||||
Decrease in Cash | (4.7 | ) | (26.8 | ) | |||
Cash, Beginning of Year | 66.5 | 96.3 | |||||
Cash, End of Period | $ | 61.8 | $ | 69.5 |
The Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.
6
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the SEC and include the accounts of Kemper Corporation (“Kemper”) and its subsidiaries (individually and collectively referred to herein as the “Company”) and are unaudited. All significant intercompany accounts and transactions have been eliminated.
In the first quarter of 2014, the Company realigned its property and casualty insurance businesses. As a result of the realignment, the property and casualty insurance businesses are being reported as a single business segment named the Property & Casualty Insurance segment. The Company has reclassified certain prior year amounts in its segment results in the Condensed Consolidated Financial Statements to conform to the current year presentation.
Certain financial information that is normally included in annual financial statements, including certain financial statement footnote disclosures, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) is not required by the rules and regulations of the SEC for interim financial reporting and has been condensed or omitted. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation. The preparation of interim financial statements relies heavily on estimates. This factor and other factors, such as the seasonal nature of some portions of the insurance business, as well as market conditions, call for caution in drawing specific conclusions from interim results. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the 2013 Annual Report.
Note 2 - Investments
The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at June 30, 2014 were:
Amortized Cost | Gross Unrealized | Fair Value | ||||||||||||||
(Dollars in Millions) | Gains | Losses | ||||||||||||||
U.S. Government and Government Agencies and Authorities | $ | 332.4 | $ | 28.9 | $ | (6.0 | ) | $ | 355.3 | |||||||
States and Political Subdivisions | 1,295.3 | 99.8 | (5.9 | ) | 1,389.2 | |||||||||||
Corporate Securities: | ||||||||||||||||
Bonds and Notes | 2,607.6 | 281.1 | (15.3 | ) | 2,873.4 | |||||||||||
Redeemable Preferred Stocks | 6.4 | 0.7 | — | 7.1 | ||||||||||||
Collateralized Loan Obligations | 49.1 | 0.6 | (0.2 | ) | 49.5 | |||||||||||
Other Mortgage and Asset-backed | 4.0 | 1.5 | — | 5.5 | ||||||||||||
Investments in Fixed Maturities | $ | 4,294.8 | $ | 412.6 | $ | (27.4 | ) | $ | 4,680.0 |
The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at December 31, 2013 were:
Amortized Cost | Gross Unrealized | Fair Value | ||||||||||||||
(Dollars in Millions) | Gains | Losses | ||||||||||||||
U.S. Government and Government Agencies and Authorities | $ | 351.1 | $ | 22.8 | $ | (11.7 | ) | $ | 362.2 | |||||||
States and Political Subdivisions | 1,327.4 | 53.8 | (20.2 | ) | 1,361.0 | |||||||||||
Corporate Securities: | ||||||||||||||||
Bonds and Notes | 2,636.4 | 205.0 | (47.7 | ) | 2,793.7 | |||||||||||
Redeemable Preferred Stocks | 6.6 | 0.8 | — | 7.4 | ||||||||||||
Collateralized Loan Obligations | 44.2 | 0.5 | — | 44.7 | ||||||||||||
Other Mortgage and Asset-backed | 4.8 | 1.3 | (0.1 | ) | 6.0 | |||||||||||
Investments in Fixed Maturities | $ | 4,370.5 | $ | 284.2 | $ | (79.7 | ) | $ | 4,575.0 |
7
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Investments (continued)
The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at June 30, 2014 by contractual maturity were:
(Dollars in Millions) | Amortized Cost | Fair Value | ||||||
Due in One Year or Less | $ | 48.2 | $ | 49.1 | ||||
Due after One Year to Five Years | 770.5 | 824.5 | ||||||
Due after Five Years to Ten Years | 1,290.9 | 1,349.1 | ||||||
Due after Ten Years | 1,986.6 | 2,246.1 | ||||||
Asset-backed Securities Not Due at a Single Maturity Date | 198.6 | 211.2 | ||||||
Investments in Fixed Maturities | $ | 4,294.8 | $ | 4,680.0 |
The expected maturities of the Company’s Investments in Fixed Maturities may differ from the contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments in Asset-backed Securities Not Due at a Single Maturity Date at June 30, 2014 consisted of securities issued by the Government National Mortgage Association with a fair value of $145.8 million, securities issued by the Federal National Mortgage Association with a fair value of $10.1 million, securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $0.3 million and securities of other non-governmental issuers with a fair value of $55.0 million.
There were no unsettled sales of Investments in Fixed Maturities at June 30, 2014. Other Receivables included unsettled sales of Investments in Fixed Maturities of $2.5 million at December 31, 2013, all of which settled in the following month. Accrued Expenses and Other Liabilities included unsettled purchases of Investments in Fixed Maturities of $46.3 million at June 30, 2014, all of which settled in the following month. There were no unsettled purchases of Investments in Fixed Maturities at December 31, 2013.
Gross unrealized gains and gross unrealized losses on the Company’s Investments in Equity Securities at June 30, 2014 were:
Gross Unrealized | ||||||||||||||||
(Dollars in Millions) | Cost | Gains | Losses | Fair Value | ||||||||||||
Preferred Stocks: | ||||||||||||||||
Finance, Insurance and Real Estate | $ | 85.4 | $ | 5.5 | $ | (0.8 | ) | $ | 90.1 | |||||||
Other Industries | 21.1 | 5.5 | (0.1 | ) | 26.5 | |||||||||||
Common Stocks: | ||||||||||||||||
Manufacturing | 83.4 | 26.6 | (0.2 | ) | 109.8 | |||||||||||
Other Industries | 71.8 | 23.4 | (0.7 | ) | 94.5 | |||||||||||
Other Equity Interests: | ||||||||||||||||
Exchange Traded Funds | 119.0 | 12.0 | (0.1 | ) | 130.9 | |||||||||||
Limited Liability Companies and Limited Partnerships | 160.3 | 36.3 | (2.2 | ) | 194.4 | |||||||||||
Investments in Equity Securities | $ | 541.0 | $ | 109.3 | $ | (4.1 | ) | $ | 646.2 |
8
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Investments (continued)
Gross unrealized gains and gross unrealized losses on the Company’s Investments in Equity Securities at December 31, 2013 were:
Gross Unrealized | ||||||||||||||||
(Dollars in Millions) | Cost | Gains | Losses | Fair Value | ||||||||||||
Preferred Stocks: | ||||||||||||||||
Finance, Insurance and Real Estate | $ | 85.4 | $ | 2.9 | $ | (2.5 | ) | $ | 85.8 | |||||||
Other Industries | 20.1 | 4.4 | (0.1 | ) | 24.4 | |||||||||||
Common Stocks: | ||||||||||||||||
Manufacturing | 83.4 | 21.3 | (0.1 | ) | 104.6 | |||||||||||
Other Industries | 68.8 | 17.0 | (0.9 | ) | 84.9 | |||||||||||
Other Equity Interests: | ||||||||||||||||
Exchange Traded Funds | 122.0 | 3.9 | (1.0 | ) | 124.9 | |||||||||||
Limited Liability Companies and Limited Partnerships | 150.3 | 25.2 | (1.6 | ) | 173.9 | |||||||||||
Investments in Equity Securities | $ | 530.0 | $ | 74.7 | $ | (6.2 | ) | $ | 598.5 |
An aging of unrealized losses on the Company’s Investments in Fixed Maturities and Equity Securities at June 30, 2014 is presented below.
Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
(Dollars in Millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||
Fixed Maturities: | ||||||||||||||||||||||||
U.S. Government and Government Agencies and Authorities | $ | 24.1 | $ | (1.5 | ) | $ | 65.4 | $ | (4.5 | ) | $ | 89.5 | $ | (6.0 | ) | |||||||||
States and Political Subdivisions | 31.0 | (0.4 | ) | 181.0 | (5.5 | ) | 212.0 | (5.9 | ) | |||||||||||||||
Corporate Securities: | ||||||||||||||||||||||||
Bonds and Notes | 104.1 | (0.9 | ) | 500.6 | (14.4 | ) | 604.7 | (15.3 | ) | |||||||||||||||
Collateralized Loan Obligations | 13.1 | (0.1 | ) | 2.3 | (0.1 | ) | 15.4 | (0.2 | ) | |||||||||||||||
Other Mortgage and Asset-backed | — | — | 0.7 | — | 0.7 | — | ||||||||||||||||||
Total Fixed Maturities | 172.3 | (2.9 | ) | 750.0 | (24.5 | ) | 922.3 | (27.4 | ) | |||||||||||||||
Equity Securities: | ||||||||||||||||||||||||
Preferred Stocks: | ||||||||||||||||||||||||
Finance, Insurance and Real Estate | — | — | 12.2 | (0.8 | ) | 12.2 | (0.8 | ) | ||||||||||||||||
Other Industries | 4.3 | (0.1 | ) | 0.7 | — | 5.0 | (0.1 | ) | ||||||||||||||||
Common Stocks: | ||||||||||||||||||||||||
Manufacturing | 10.8 | (0.2 | ) | 0.3 | — | 11.1 | (0.2 | ) | ||||||||||||||||
Other Industries | 13.3 | (0.7 | ) | — | — | 13.3 | (0.7 | ) | ||||||||||||||||
Other Equity Interests: | ||||||||||||||||||||||||
Exchange Traded Funds | — | — | 14.9 | (0.1 | ) | 14.9 | (0.1 | ) | ||||||||||||||||
Limited Liability Companies and Limited Partnerships | 50.4 | (1.8 | ) | 2.8 | (0.4 | ) | 53.2 | (2.2 | ) | |||||||||||||||
Total Equity Securities | 78.8 | (2.8 | ) | 30.9 | (1.3 | ) | 109.7 | (4.1 | ) | |||||||||||||||
Total | $ | 251.1 | $ | (5.7 | ) | $ | 780.9 | $ | (25.8 | ) | $ | 1,032.0 | $ | (31.5 | ) |
The Company regularly reviews its investment portfolio for factors that may indicate that a decline in fair value of an investment is other than temporary. The portions of the declines in the fair values of investments that are determined to be other than temporary are reported as losses in the Condensed Consolidated Statements of Income in the periods when such determinations are made.
9
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Investments (continued)
Unrealized losses on fixed maturities, which the Company has determined to be temporary at June 30, 2014, were $27.4 million, of which $24.5 million was related to fixed maturities that were in an unrealized loss position for 12 months or longer. There were no unrealized losses at June 30, 2014 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “Less Than 12 Months.” Included in the preceding table under the heading “12 Months or Longer” were unrealized losses of $0.3 million related to securities for which the Company has recognized credit losses in earnings. Investment-grade fixed maturity investments comprised $23.9 million and below-investment-grade fixed maturity investments comprised $3.5 million of the unrealized losses on investments in fixed maturities at June 30, 2014. For below-investment-grade fixed maturity investments in an unrealized loss position, the unrealized loss amount, on average, was less than 3% of the amortized cost basis of the investment. At June 30, 2014, the Company did not have the intent to sell these investments and it was not more likely than not that the Company would be required to sell these investments before it recovered the amortized cost of such investments, which may be at maturity. Based on the Company’s evaluation at June 30, 2014 of the prospects of the issuers, including, but not limited to, the credit ratings of the issuers of the investments in the fixed maturities, and the Company’s intention to not sell and its determination that it would not be required to sell before it recovered the amortized cost of such investments, the Company concluded that the declines in the fair values of the Company’s investments in fixed maturities presented in the preceding table were temporary at the evaluation date.
For equity securities, the Company considers various factors when determining whether a decline in the fair value is other than temporary, including, but not limited to:
• | The financial condition and prospects of the issuer; |
• | The length of time and magnitude of the unrealized loss; |
• | The volatility of the investment; |
• | Analyst recommendations and near term price targets; |
• | Opinions of the Company’s external investment managers; |
• | Market liquidity; |
• | Debt-like characteristics of perpetual preferred stocks and issuer ratings; and |
• | The Company’s intentions to sell or ability to hold the investments until recovery. |
With respect to Investments in Equity Securities, the Company concluded that the unrealized losses on its investments in preferred and common stocks at June 30, 2014 were temporary based on various factors, including the relative short length and magnitude of the losses and overall market volatility. The Company’s investments in other equity interests include investments in limited liability companies and limited partnerships that primarily invest in mezzanine debt, distressed debt, and secondary transactions. By the nature of their underlying investments, the Company believes that its investments in the limited liability companies and limited partnerships exhibit debt-like characteristics which, among other factors, the Company also considers when evaluating these investments for impairment. Based on evaluations of the factors in the preceding paragraph, the Company concluded that the declines in the fair values of the Company’s investments in equity securities were temporary at June 30, 2014.
10
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Investments (continued)
An aging of unrealized losses on the Company’s Investments in Fixed Maturities and Equity Securities at December 31, 2013 is presented below.
Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
(Dollars in Millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||
Fixed Maturities: | ||||||||||||||||||||||||
U.S. Government and Government Agencies and Authorities | $ | 95.8 | $ | (10.9 | ) | $ | 4.4 | $ | (0.8 | ) | $ | 100.2 | $ | (11.7 | ) | |||||||||
States and Political Subdivisions | 222.9 | (20.1 | ) | 2.0 | (0.1 | ) | 224.9 | (20.2 | ) | |||||||||||||||
Corporate Securities: | ||||||||||||||||||||||||
Bonds and Notes | 699.8 | (39.4 | ) | 103.2 | (8.3 | ) | 803.0 | (47.7 | ) | |||||||||||||||
Other Mortgage and Asset-backed | 13.9 | (0.1 | ) | 1.1 | — | 15.0 | (0.1 | ) | ||||||||||||||||
Total Fixed Maturities | 1,032.4 | (70.5 | ) | 110.7 | (9.2 | ) | 1,143.1 | (79.7 | ) | |||||||||||||||
Equity Securities: | ||||||||||||||||||||||||
Preferred Stocks: | ||||||||||||||||||||||||
Finance, Insurance and Real Estate | 22.5 | (2.5 | ) | 2.5 | — | 25.0 | (2.5 | ) | ||||||||||||||||
Other Industries | 4.3 | (0.1 | ) | 0.7 | — | 5.0 | (0.1 | ) | ||||||||||||||||
Common Stocks: | ||||||||||||||||||||||||
Manufacturing | 5.0 | (0.1 | ) | 0.2 | — | 5.2 | (0.1 | ) | ||||||||||||||||
Other Industries | 14.2 | (0.9 | ) | 0.5 | — | 14.7 | (0.9 | ) | ||||||||||||||||
Other Equity Interests: | ||||||||||||||||||||||||
Exchange Traded Funds | 67.6 | (1.0 | ) | — | — | 67.6 | (1.0 | ) | ||||||||||||||||
Limited Liability Companies and Limited Partnerships | 53.1 | (0.9 | ) | 5.0 | (0.7 | ) | 58.1 | (1.6 | ) | |||||||||||||||
Total Equity Securities | 166.7 | (5.5 | ) | 8.9 | (0.7 | ) | 175.6 | (6.2 | ) | |||||||||||||||
Total | $ | 1,199.1 | $ | (76.0 | ) | $ | 119.6 | $ | (9.9 | ) | $ | 1,318.7 | $ | (85.9 | ) |
Unrealized losses on fixed maturities, which the Company has determined to be temporary at December 31, 2013, were $79.7 million, of which $9.2 million was related to fixed maturities that were in an unrealized loss position for 12 months or longer. There were no unrealized losses at December 31, 2013 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “Less Than 12 Months.” Included in the preceding table under the heading “12 Months or Longer” there were unrealized losses of $0.3 million at December 31, 2013 related to securities for which the Company has recognized credit losses in earnings. Investment-grade fixed maturity investments comprised $74.2 million and below-investment-grade fixed maturity investments comprised $5.5 million of the unrealized losses on investments in fixed maturities at December 31, 2013. For below-investment-grade fixed maturity investments in an unrealized loss position, the unrealized loss amount, on average, was less than 5% of the amortized cost basis of the investment. At December 31, 2013, the Company did not have the intent to sell these investments and it was not more likely than not that the Company would be required to sell these investments before it recovered the amortized cost of such investments, which may be at maturity. Based on the Company’s evaluation at December 31, 2013 of the prospects of the issuers, including, but not limited to, the credit ratings of the issuers of the investments in the fixed maturities, and the Company’s intention to not sell and its determination that it would not be required to sell before it recovered the amortized cost of such investments, the Company concluded that the declines in the fair values of the Company’s investments in fixed maturities presented in the preceding table were temporary at the evaluation date.
With respect to Investments in Equity Securities, the Company concluded that the unrealized losses on its investments in preferred and common stocks at December 31, 2013 were temporary based on various factors, including the relative short length and magnitude of the losses and overall market volatility. The Company’s investments in other equity interests include investments in limited liability companies and limited partnerships that primarily invest in distressed debt, mezzanine debt and secondary transactions. By the nature of their underlying investments, the Company believes that its investments in limited liability companies and limited partnerships also exhibit debt-like characteristics which, among other factors, the Company also
11
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Investments (continued)
considers when evaluating these investments for impairment. Based on evaluations of the factors in the preceding paragraph, the Company concluded that the declines in the fair values of the Company’s investments in equity securities were temporary at December 31, 2013.
The following table sets forth the pre-tax amount of other-than-temporary-impairment (“OTTI”) credit losses, recognized in Retained Earnings for Investments in Fixed Maturities held by the Company as of the dates indicated, for which a portion of the OTTI loss has been recognized in Accumulated Other Comprehensive Income, and the corresponding changes in such amounts.
Six Months Ended | Three Months Ended | |||||||||||||||
(Dollars in Millions) | Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | ||||||||||||
Balance at Beginning of Period | $ | 9.9 | $ | 4.6 | $ | 10.2 | $ | 4.1 | ||||||||
Additions for Previously Unrecognized OTTI Credit Losses | 2.4 | 1.0 | 2.4 | 0.3 | ||||||||||||
Increases to Previously Recognized OTTI Credit Losses | 0.6 | — | 0.3 | — | ||||||||||||
Reductions for Change in Impairment Status: | ||||||||||||||||
From Status of Credit Loss to Status of Intent-to-sell or Required-to-sell | — | (1.1 | ) | — | — | |||||||||||
Reductions for Investments Sold During Period | — | (0.1 | ) | — | — | |||||||||||
Balance at End of Period | $ | 12.9 | $ | 4.4 | $ | 12.9 | $ | 4.4 |
In the second quarter of 2014, Kemper purchased and sold $42.9 million and $2.9 million, respectively, of investments in certain hedge funds. The Company has elected the fair value option (“FVO”) to account for such investments. Under the FVO method of accounting, the Company reports changes in the fair value of such investments in Net Investment Income in the Condensed Consolidated Statement of Income. The hedge funds are designed to provide higher returns, while preserving liquidity, than Kemper would otherwise expect to earn had it invested in other short-term investments. The fair value of such investments reported as Fair Value Option Investments in the Condensed Consolidated Balance Sheet was $40.3 million at June 30, 2014.
The carrying values of the Company’s Other Investments at June 30, 2014 and December 31, 2013 were:
(Dollars in Millions) | Jun 30, 2014 | Dec 31, 2013 | ||||||
Loans to Policyholders at Unpaid Principal | $ | 277.8 | $ | 275.4 | ||||
Real Estate at Depreciated Cost | 165.0 | 167.1 | ||||||
Trading Securities at Fair Value | 5.1 | 5.0 | ||||||
Other | 0.4 | 0.5 | ||||||
Total | $ | 448.3 | $ | 448.0 |
12
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3 - Property and Casualty Insurance Reserves
Property and casualty insurance reserve activity for the six months ended June 30, 2014 and 2013 was:
Six Months Ended | ||||||||
(Dollars in Millions) | Jun 30, 2014 | Jun 30, 2013 | ||||||
Property and Casualty Insurance Reserves: | ||||||||
Gross of Reinsurance at Beginning of Year | $ | 843.5 | $ | 970.6 | ||||
Less Reinsurance Recoverables at Beginning of Year | 63.4 | 66.2 | ||||||
Property and Casualty Insurance Reserves - Net of Reinsurance at Beginning of Year | 780.1 | 904.4 | ||||||
Incurred Losses and LAE Related to: | ||||||||
Current Year: | ||||||||
Continuing Operations | 531.2 | 549.2 | ||||||
Prior Years: | ||||||||
Continuing Operations | (34.2 | ) | (31.1 | ) | ||||
Discontinued Operations | (0.1 | ) | (2.3 | ) | ||||
Total Incurred Losses and LAE Related to Prior Years | (34.3 | ) | (33.4 | ) | ||||
Total Incurred Losses and LAE | 496.9 | 515.8 | ||||||
Paid Losses and LAE Related to: | ||||||||
Current Year: | ||||||||
Continuing Operations | 285.2 | 286.4 | ||||||
Prior Years: | ||||||||
Continuing Operations | 233.0 | 280.6 | ||||||
Discontinued Operations | 4.7 | 7.2 | ||||||
Total Paid Losses and LAE Related to Prior Years | 237.7 | 287.8 | ||||||
Total Paid Losses and LAE | 522.9 | 574.2 | ||||||
Property and Casualty Insurance Reserves - Net of Reinsurance at End of Period | 754.1 | 846.0 | ||||||
Plus Reinsurance Recoverables at End of Period | 61.1 | 73.0 | ||||||
Property and Casualty Insurance Reserves - Gross of Reinsurance at End of Period | $ | 815.2 | $ | 919.0 |
Property and casualty insurance reserves are estimated based on historical experience patterns and current economic trends. Actual loss experience and loss trends are likely to differ from these historical experience patterns and economic conditions. Loss experience and loss trends emerge over several years from the dates of loss inception. The Company monitors such emerging loss trends on a quarterly basis. Changes in such estimates are included in the Condensed Consolidated Statements of Income in the period of change.
For the six months ended June 30, 2014, the Company reduced its property and casualty insurance reserves by $34.3 million to recognize favorable development of losses and LAE from prior accident years. Personal lines insurance losses and LAE reserves developed favorably by $34.1 million, and commercial lines insurance losses and LAE reserves developed favorably by $0.2 million. Personal automobile insurance losses and LAE reserves developed favorably by $23.5 million, homeowners insurance losses and LAE reserves developed favorably by $8.8 million, and other personal lines losses and LAE reserves developed favorably by $1.8 million. The personal lines insurance losses and LAE reserves developed favorably due primarily to the emergence of more favorable loss patterns than expected for the three most recent accident years.
13
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3 - Property and Casualty Insurance Reserves (continued)
For the six months ended June 30, 2013, the Company reduced its property and casualty insurance reserves by $33.4 million to recognize favorable development of losses and LAE from prior accident years. Personal lines insurance losses and LAE reserves developed favorably by $31.1 million, and commercial lines insurance losses and LAE reserves developed favorably by $2.3 million. Personal automobile insurance losses and LAE reserves developed favorably by $15.6 million, homeowners insurance losses and LAE reserves developed favorably by $11.4 million, and other personal lines losses and LAE reserves developed favorably by $4.1 million. The personal lines insurance losses and LAE reserves developed favorably due primarily to the emergence of more favorable loss patterns than expected for the three most recent accident years. Discontinued operations accounted for all of the commercial lines loss and LAE reserve development.
The Company cannot predict whether losses and LAE will develop favorably or unfavorably from the amounts reported in the Company’s Condensed Consolidated Financial Statements. The Company believes that any such development will not have a material effect on the Company’s consolidated shareholders’ equity, but could have a material effect on the Company’s consolidated financial results for a given period.
Note 4 - Debt
The amortized cost of debt outstanding at June 30, 2014 and December 31, 2013 was:
(Dollars in Millions) | Jun 30, 2014 | Dec 31, 2013 | ||||||
Senior Notes: | ||||||||
6.00% Senior Notes due November 30, 2015 | $ | 249.3 | $ | 249.0 | ||||
6.00% Senior Notes due May 15, 2017 | 358.2 | 357.9 | ||||||
7.375% Subordinated Debentures due February 27, 2054 | 144.2 | — | ||||||
Total Debt Outstanding | $ | 751.7 | $ | 606.9 |
Kemper has a four-year, $225.0 million, unsecured, revolving credit agreement, expiring March 7, 2016, with a group of financial institutions. The credit agreement provides for fixed and floating rate advances for periods up to six months at various interest rates. The credit agreement contains various financial covenants, including limits on total debt to total capitalization, consolidated net worth and minimum risk-based capital ratios for Kemper’s largest insurance subsidiaries, United Insurance Company of America (“United Insurance”) and Trinity Universal Insurance Company (“Trinity”). Proceeds from advances under the credit agreement may be used for general corporate purposes, including repayment of existing indebtedness. There were no outstanding borrowings under the credit agreement at either June 30, 2014 or December 31, 2013.
United Insurance and Trinity are members of the Federal Home Loan Bank (“FHLB”) of Chicago and Dallas, respectively. The FHLB memberships provide United Insurance and Trinity with access to additional sources of liquidity. Effective December 31, 2013, Trinity and the FHLB of Dallas entered into agreements pursuant to which Trinity may obtain advances from the FHLB of Dallas. Effective March 18, 2014, United Insurance and the FHLB of Chicago entered into agreements pursuant to which United Insurance may obtain advances from the FHLB of Chicago. Advances from the FHLB of Dallas and Chicago are subject to collateral requirements as specified in the respective agreements with Trinity and United Insurance. There were no advances from the FHLB of Dallas or Chicago outstanding at either June 30, 2014 or December 31, 2013.
On February 27, 2014, Kemper issued $150.0 million of its 7.375% subordinated debentures due February 27, 2054 (the “2054 Subordinated Debentures”). The net proceeds of the issuance were $144.2 million, net of discount and transaction costs, for an effective yield of 7.69%. The 2054 Subordinated Debentures are unsecured and are subordinated and junior to the senior indebtedness of Kemper. Interest on the 2054 Subordinated Debentures is payable quarterly. As long as no event of default has occurred, Kemper may defer interest payments on the 2054 Subordinated Debentures for up to five consecutive years without giving rise to an event of default. During a deferral period, interest will continue to accrue at the stated interest rate compounded quarterly. Kemper is permitted to redeem some or all of the 2054 Subordinated Debentures on or after February 27, 2019, at a redemption price that is equal to their principal amount plus accrued and unpaid interest. Kemper is permitted to redeem the 2054 Subordinated Debentures in whole, but not in part, at any time prior to February 27, 2019, within 90 days of the occurrence of certain tax events or rating agency events, at specified redemption prices.
14
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 4 - Debt (Continued)
Interest Expense, including facility fees, accretion of discount and amortization of issuance costs, for the six and three months ended June 30, 2014 and 2013 was:
Six Months Ended | Three Months Ended | |||||||||||||||
(Dollars in Millions) | Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | ||||||||||||
Notes Payable under Revolving Credit Agreement | $ | 0.4 | $ | 0.6 | $ | 0.2 | $ | 0.3 | ||||||||
Senior Notes Payable: | ||||||||||||||||
6.00% Senior Notes due November 30, 2015 | 7.7 | 7.7 | 3.8 | 3.8 | ||||||||||||
6.00% Senior Notes due May 15, 2017 | 11.1 | 11.1 | 5.6 | 5.6 | ||||||||||||
7.375% Subordinated Debentures due February 27, 2054 | 3.8 | — | 2.8 | — | ||||||||||||
Mortgage Note Payable | — | 0.2 | — | 0.1 | ||||||||||||
Interest Expense before Capitalization of Interest | 23.0 | 19.6 | 12.4 | 9.8 | ||||||||||||
Capitalization of Interest | (0.5 | ) | (0.5 | ) | (0.2 | ) | (0.2 | ) | ||||||||
Total Interest Expense | $ | 22.5 | $ | 19.1 | $ | 12.2 | $ | 9.6 |
Interest paid, including facility fees, for the six and three months ended June 30, 2014 and 2013 was:
Six Months Ended | Three Months Ended | |||||||||||||||
(Dollars in Millions) | Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | ||||||||||||
Notes Payable under Revolving Credit Agreement | $ | 0.3 | $ | 0.2 | $ | 0.1 | $ | 0.2 | ||||||||
Senior Notes Payable: | ||||||||||||||||
6.00% Senior Notes due November 30, 2015 | 7.5 | 7.5 | 7.5 | 7.5 | ||||||||||||
6.00% Senior Notes due May 15, 2017 | 10.8 | 10.8 | 10.8 | 10.8 | ||||||||||||
7.375% Subordinated Debentures due February 27, 2054 | 2.8 | — | 2.8 | — | ||||||||||||
Mortgage Note Payable | — | 0.2 | — | 0.1 | ||||||||||||
Total Interest Paid | $ | 21.4 | $ | 18.7 | $ | 21.2 | $ | 18.6 |
Note 5 - Long-term Equity-based Compensation Plans
As of June 30, 2014, there were 8,187,171 common shares available for future grants under Kemper’s long-term equity-based compensation plan, of which 552,450 shares were reserved for future grants based on the performance level attained under the terms of outstanding performance-based restricted stock and performance-based restricted stock unit (“RSU”) awards. Equity-based compensation expense was $4.5 million and $3.0 million for the six months ended June 30, 2014 and 2013, respectively. Total unamortized compensation expense related to nonvested awards at June 30, 2014 was $7.0 million, which is expected to be recognized over a weighted-average period of 2 years.
Outstanding equity-based compensation awards at December 31, 2013 consisted of tandem stock option and stock appreciation rights (“Tandem Awards”), time-vested restricted stock, performance-based restricted stock and deferred stock units (“DSUs”). Effective February 4, 2014, the Company began issuing time-based and performance-based RSUs. Recipients of restricted stock receive full dividend and voting rights on the same basis as all other outstanding shares of Kemper common stock. Recipients of RSUs and DSUs receive full dividend equivalents on the same basis as all other outstanding shares of Kemper common stock, but do not receive voting rights until such shares are issued. Except for equity-based compensation awards granted to each member of the Board of Directors who is not employed by the Company (“Non-employee Directors”), all outstanding awards are subject to forfeiture until certain restrictions have lapsed.
15
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 5 - Long-term Equity-based Compensation Plans (continued)
The Company uses the Black-Scholes option pricing model to estimate the fair value of each Tandem Award on the date of grant. The assumptions used in the Black-Scholes pricing model for Tandem Awards granted during the six months ended June 30, 2014 and 2013 were as follows:
Six Months Ended | |||||||||||
Jun 30, 2014 | Jun 30, 2013 | ||||||||||
Range of Valuation Assumptions | |||||||||||
Expected Volatility | 25.76 | % | - | 44.43 | % | 39.10 | % | - | 48.23 | % | |
Risk-free Interest Rate | 1.07 | - | 2.14 | 0.62 | - | 1.38 | |||||
Expected Dividend Yield | 2.53 | - | 2.60 | 2.83 | - | 3.00 | |||||
Weighted-Average Expected Life in Years | |||||||||||
Employee Grants | 4 | - | 7 | 4 | - | 7 | |||||
Director Grants | 6 | 6 |
Tandem Award activity for the six months ended June 30, 2014 is presented below.
Shares Subject to Award | Weighted- Average Exercise Price Per Share ($) | Weighted- Average Remaining Contractual Life (in Years) | Aggregate Intrinsic Value ($ in Millions) | |||||||||
Outstanding at Beginning of the Year | 2,543,673 | $ | 41.37 | |||||||||
Granted | 284,000 | 36.59 | ||||||||||
Exercised | (26,375 | ) | 28.76 | |||||||||
Forfeited or Expired | (464,123 | ) | 47.88 | |||||||||
Outstanding at June 30, 2014 | 2,337,175 | $ | 39.65 | 4.49 | $ | 5.0 | ||||||
Vested and Expected to Vest at June 30, 2014 | 2,299,770 | $ | 39.77 | 4.43 | $ | 4.8 | ||||||
Exercisable at June 30, 2014 | 1,773,360 | $ | 41.57 | 3.16 | $ | 3.2 |
The weighted-average grant-date fair values of Tandem Awards granted during the six months ended June 30, 2014 and 2013 were $10.46 per option and $10.20 per option, respectively. Total intrinsic value of Tandem Awards exercised was $0.3 million and $0.4 million for the six months ended June 30, 2014 and 2013, respectively. The total tax benefit realized for tax deductions from exercises of Tandem Awards was $0.1 million and $0.2 million for the six months ended June 30, 2014 and 2013, respectively. Cash received from exercises of Tandem Awards was insignificant for each of the six month periods ended June 30, 2014 and 2013.
16
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 5 - Long-term Equity-based Compensation Plans (continued)
Information pertaining to Tandem Awards outstanding at June 30, 2014 is presented below.
Outstanding | Exercisable | |||||||||||||||||||||
Range of Exercise Prices | Shares Subject to Award | Weighted- Average Exercise Price Per Share ($) | Weighted- Average Remaining Contractual Life (in Years) | Shares Subject to Tandem Award | Weighted- Average Exercise Price Per Share ($) | |||||||||||||||||
$ | 10.00 | - | $ | 15.00 | 16,750 | $ | 13.55 | 4.60 | 16,750 | $ | 13.55 | |||||||||||
15.01 | - | 20.00 | 8,000 | 16.48 | 4.85 | 8,000 | 16.48 | |||||||||||||||
20.01 | - | 25.00 | 30,750 | 23.38 | 5.57 | 30,750 | 23.38 | |||||||||||||||
25.01 | - | 30.00 | 390,250 | 28.86 | 7.08 | 237,062 | 28.75 | |||||||||||||||
30.01 | - | 35.00 | 246,250 | 33.18 | 8.62 | 87,623 | 32.69 | |||||||||||||||
35.01 | - | 40.00 | 587,500 | 36.90 | 6.51 | 335,500 | 37.23 | |||||||||||||||
40.01 | - | 45.00 | 194,902 | 43.10 | 0.59 | 194,902 | 43.10 | |||||||||||||||
45.01 | - | 50.00 | 806,005 | 48.59 | 1.67 | 806,005 | 48.59 | |||||||||||||||
50.01 | - | 55.00 | 56,768 | 51.16 | 0.60 | 56,768 | 51.16 | |||||||||||||||
10.00 | - | 55.00 | 2,337,175 | 39.65 | 4.49 | 1,773,360 | 41.57 |
The grant-date fair values of time-based restricted stock and time-based RSU awards are determined using the closing price of Kemper common stock on the date of grant. Activity related to nonvested time-based restricted stock and nonvested time-based RSUs for the six months ended June 30, 2014 was as follows:
Time-based Restricted Stock Awards | Time-based RSU Awards | ||||||||||||
Number of Shares | Weighted- Average Grant-Date Fair Value Per Share | Number of RSUs | Weighted- Average Grant-Date Fair Value Per RSU | ||||||||||
Nonvested Balance at Beginning of the Year | 101,627 | $ | 31.48 | — | $ | — | |||||||
Granted | 2,000 | 38.59 | 41,425 | 36.58 | |||||||||
Vested | — | — | — | — | |||||||||
Forfeited | (15,576 | ) | 31.00 | (1,200 | ) | 36.47 | |||||||
Nonvested Balance at End of Period | 88,051 | 31.72 | 40,225 | 36.58 |
17
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 5 - Long-term Equity-based Compensation Plans (continued)
The grant-date fair values of the performance-based restricted stock and performance-based RSU awards are determined using the Monte Carlo simulation method. Activity related to nonvested performance-based restricted stock and nonvested performance-based RSUs for the six months ended June 30, 2014 was as follows:
Performance-based Restricted Stock Awards | Performance-based RSU Awards | ||||||||||||
Number of Shares | Weighted- Average Grant-Date Fair Value Per Share | Number of RSUs | Weighted- Average Grant-Date Fair Value Per RSU | ||||||||||
Nonvested Balance at Beginning of the Year | 176,800 | $ | 39.54 | — | $ | — | |||||||
Granted | — | — | 66,575 | 40.50 | |||||||||
Vested | (54,934 | ) | 39.83 | — | — | ||||||||
Forfeited | (3,991 | ) | 40.73 | (300 | ) | 40.50 | |||||||
Nonvested Balance at End of Period | 117,875 | 39.37 | 66,275 | 40.50 |
The initial number of shares or RSUs awarded to each participant of a performance-based award represents the shares that would vest, or, in the case of a RSU, that would vest and would be issued, if the performance level attained were to be at the “target” performance level. For performance above the target level, each participant would receive a grant of additional shares of stock up to a maximum of 100% of the initial number of shares or RSUs awarded to the participant. The final payout of these awards will be determined based on Kemper’s total shareholder return over a three-year performance period relative to a peer group comprised of all the companies in the S&P Supercomposite Insurance Index. The number of additional shares that would be granted if the Company were to meet or exceed the maximum performance levels related to the outstanding performance-based awards for the 2014, 2013 and 2012 three-year performance periods was 66,275 common shares, 58,300 common shares and 59,575 common shares, respectively, at June 30, 2014. For the 2011 three-year performance period, the Company exceeded target performance levels with a total payout percentage, including the target payout percentage, of 118%. Accordingly, an additional 9,014 shares of stock were issued to award recipients on February 1, 2014 (the “2011 Additional Shares”).
The total fair value of the shares of restricted stock that vested during the six months ended June 30, 2014 and the 2011 Additional Shares that were issued was $2.4 million and the tax benefits for tax deductions realized from such shares was $0.8 million. The total fair value of the shares of restricted stock that vested during the six months ended June 30, 2013 and the additional shares that were issued in connection with the 2010 performance-based restricted stock awards was $2.6 million and the tax benefits for tax deductions realized from such shares was $0.9 million.
The grant-date fair values of DSU awards granted to Non-employee Directors are determined using the closing price of Kemper common stock on the date of grant. DSU awards granted to Non-employee Directors are fully vested on the date of grant. Activity related to DSU awards for the six months ended June 30, 2014 was as follows:
Number of DSUs | Weighted- Average Grant-Date Fair Value Per DSU | |||||
Vested Balance at Beginning of the Year | 4,000 | $ | 31.50 | |||
Granted and Vested | 4,000 | 37.53 | ||||
Vested Balance at End of Period | 8,000 | 34.52 |
18
KEMPER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 6 - Income from Continuing Operations Per Unrestricted Share
The Company’s awards of restricted stock contain rights to receive non-forfeitable dividends and participate in the undistributed earnings with common shareholders. The Company’s awards of RSUs and DSUs contain rights to receive non-forfeitable dividend equivalents and participate in the undistributed earnings with common shareholders. Accordingly, the Company is required to apply the two-class method of computing basic and diluted earnings per share. A reconciliation of the numerator and denominator used in the calculation of Basic Income from Continuing Operations Per Unrestricted Share and Diluted Income from Continuing Operations Per Unrestricted Share for the six and three months ended June 30, 2014 and 2013 is as follows:
Six Months Ended | Three Months Ended | |||||||||||||||
Jun 30, 2014 | Jun 30, 2013 | Jun 30, 2014 | Jun 30, 2013 | |||||||||||||
(Dollars in Millions) | ||||||||||||||||
Income from Continuing Operations | $ | 44.5 | $ | 91.1 | $ | 9.3 | $ | 32.5 | ||||||||
Less Income from Continuing Operations Attributed to Participating Awards | 0.2 | 0.5 | — | 0.2 | ||||||||||||
Income from Continuing Operations Attributed to Unrestricted Shares | 44.3 | 90.6 | 9.3 | 32.3 | ||||||||||||
Dilutive Effect on Income of Equity-based Compensation Equivalent Shares | — | — | — | — | ||||||||||||
Diluted Income from Continuing Operations Attributed to Unrestricted Shares | $ | 44.3 | $ | 90.6 | $ | 9.3 | $ | 32.3 | ||||||||
(Number of Shares in Thousands) | ||||||||||||||||
Weighted-average Unrestricted Shares Outstanding | 54,989.7 | 57,824.7 | 54,666.5 |