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Section 1: 8-K (8-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported)  April 1, 2017

 


 

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

 


 

Minnesota

 

001-10898

 

41-0518860

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

485 Lexington Avenue
New York, New York

 

10017

(Address of principal executive offices)

 

(Zip Code)

 

(917) 778-6000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 



 

Item 8.01. Other Events.

 

The Travelers Companies, Inc. (the Company) is filing this Current Report on Form 8-K (Form 8-K) to (1) reclassify certain of its historical segment information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the Annual Report), as filed with the Securities and Exchange Commission on February 16, 2017, to conform the presentation of such segment information to the manner in which the Company’s businesses have been managed starting April 1, 2017 and reflect the revised names and descriptions of certain businesses comprising these segments and other related changes; and (2) update and add certain insurance terms defined in the Glossary of Selected Insurance Terms (the Glossary) of the Annual Report, each as described below.  This information is filed as Exhibit 99.1 to this Form 8-K.

 

Additional detail on these items is as follows:

 

(1)         Reclassification of Segment Information.  Effective April 1, 2017, the Company’s results are being reported in the following three business segments — Business Insurance, Bond & Specialty Insurance and Personal Insurance, reflecting a change in the manner in which the Company’s businesses are being managed as of that date, as well as the aggregation of products and services based on the type of customer, how the business is marketed and the manner in which risks are underwritten.  While the segmentation of the Company’s domestic businesses is unchanged, the Company’s international businesses, which were previously managed and reported in total within the Business and International Insurance segment, are now being disaggregated by product type among the three newly aligned reportable business segments.  All prior periods presented have been reclassified to conform to this presentation.

 

In connection with these changes, the Company has revised the names and descriptions of certain businesses comprising the Company’s segments and has reflected other related changes.

 

The reclassification of historical segment information has no effect on the Company’s previously reported consolidated results of operations, financial condition, cash flows or the quantitative value of ratios presented in the Annual Report; however, as indicated above, the reclassifications impacted the presentation of certain historical segment data.  All other information in the Annual Report, other than that described in the following paragraph, remains unchanged and has not been otherwise updated for events occurring after the date of such report.

 

(2)         Update and Addition of Certain Insurance Terms. The Company is also filing this Form 8-K to replace the terms “operating income (loss),” “operating income (loss) per share” and “operating return on equity,” which are defined in the Glossary of the Annual Report, with the terms “core income (loss),” “core income (loss) per share” and “core return on equity,” respectively.  The calculations of all three newly defined terms are unchanged from the calculations of the previously defined terms.

 

In addition, the term “segment income (loss)” is a newly defined term that is calculated on the same basis as “core income (loss)” except on a segment basis only.  This calculation is unchanged from the Company’s previously used term “operating income (loss) by reportable business segment.”

 

This update and addition are a result of recent SEC insurance industry guidance concerning insurers’ terminology for non-GAAP financial measures.

 

Concurrent with the filing of this Current Report on Form 8-K, the Company has filed a separate Current Report on Form 8-K to (1) furnish, under Item 7.01, certain reclassified historical segment information in its Financial Supplement for the quarter ended March 31, 2017, which Financial Supplement was furnished under the cover of Form 8-K to the Securities and Exchange Commission on April 20, 2017, to conform the presentation of segment information to the revised segment alignment as described above; and (2) file, under Item 8.01, certain reclassified historical segment information contained in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 as was filed with the Securities and Exchange Commission on April 20, 2017, to conform the presentation of such segment information to the revised segment alignment.

 

2



 

Item 9.01(d)  Exhibits.

 

Exhibit No.

 

Description

23.1

 

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

 

 

 

99.1

 

The following items from The Travelers Companies, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February, 16, 2017, revised to (1) reclassify certain of its historical segment information to conform the presentation of such segment information to the manner in which the Company businesses have been managed starting April 1, 2017 and reflect the revised names and descriptions of certain businesses comprising these segments and other related changes; and (2) update and add certain insurance terms defined in the Glossary of Selected Insurance Terms of the Annual Report: Part I, “Item 1. Business;” Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation;” “Item 8, Financial Statements and Supplementary Data” (revisions to notes 1, 2, 6 and 7 to the Company’s consolidated financial statements) and Part IV, “Item 15 (2) — Financial Statement Schedules” (revisions to Schedule III — Supplemental Insurance Information). Due to its forward-looking rather than historical nature, the Company has not provided reclassified segment information with respect to the section entitled “Outlook” in the Annual Report and has omitted this section from the MD&A filed in Exhibit 99.1 of this Form 8-K.

 

 

 

101.1

 

The following financial information from The Travelers Companies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February, 16, 2017, formatted in XBRL and revised to reflect reclassified segment information: (i) Consolidated Statement of Income for the years ended December 31, 2016, 2015 and 2014; (ii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Balance Sheet at December 31, 2016 and 2015; (iv) Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014; (v) Consolidated Statement of Cash Flows for the years ended December 31, 2016, 2015 and 2014; (vi) Notes to Consolidated Financial Statements; and (vii) Financial Statement Schedules.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

THE TRAVELERS COMPANIES, INC.

 

 

 

 

Date: June 20, 2017

By

/S/   KENNETH F. SPENCE III

 

 

Name: Kenneth F. Spence
Title: Executive Vice President and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

23.1

 

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

 

 

 

99.1

 

The following items from The Travelers Companies, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February, 16, 2017, revised to (1) reclassify certain of its historical segment information to conform the presentation of such segment information to the manner in which the Company businesses have been managed starting April 1, 2017 and reflect the revised names and descriptions of certain businesses comprising these segments and other related changes; and (2) update and add certain insurance terms defined in the Glossary of Selected Insurance Terms of the Annual Report: Part I, “Item 1. Business;” Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation;” “Item 8, Financial Statements and Supplementary Data” (revisions to notes 1, 2, 6 and 7 to the Company’s consolidated financial statements) and Part IV, “Item 15 (2) — Financial Statement Schedules” (revisions to Schedule III — Supplemental Insurance Information). Due to its forward-looking rather than historical nature, the Company has not provided reclassified segment information with respect to the section entitled “Outlook” in the Annual Report and has omitted this section from the MD&A filed in Exhibit 99.1 of this Form 8-K.

 

 

 

101.1

 

The following financial information from The Travelers Companies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February, 16, 2017, formatted in XBRL and revised to reflect reclassified segment information: (i) Consolidated Statement of Income for the years ended December 31, 2016, 2015 and 2014; (ii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Balance Sheet at December 31, 2016 and 2015; (iv) Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014; (v) Consolidated Statement of Cash Flows for the years ended December 31, 2016, 2015 and 2014; (vi) Notes to Consolidated Financial Statements; and (vii) Financial Statement Schedules.

 

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Section 2: EX-23.1 (EX-23.1)

EXHIBIT 23.1

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

The Travelers Companies, Inc.:

 

We consent to the incorporation by reference in the registration statements (SEC File No. 33-56987, No. 333-25203, No. 333-50943, No. 333-63114, No. 333-63118, No. 333-65726, No. 333-107698, No. 333-107699, No. 333-114135, No. 333-117726, No. 333-120998, No. 333-128026, No. 333-157091, No. 333-157092, No. 333-164972, No. 333-176002, No. 333-196290 and No. 333-212078) on Form S-8 and (SEC File No. 333-212077) on Form S-3 of The Travelers Companies, Inc. and subsidiaries of our reports dated February 16, 2017, except for Notes 1 Nature of Operations, 2, 6 and 7 and Schedule III as to which the date is June 20, 2017, with respect to the consolidated balance sheet of The Travelers Companies, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and all related financial statement schedules as of December 31, 2016, which reports appear in The Travelers Companies, Inc. Form 8-K filed on June 20, 2017.

 

Our reports dated February 16, 2017, except for Notes 1 Nature of Operations, 2, 6 and 7, and Schedule III as to which the date is June 20, 2017, contain an emphasis of a matter paragraph that states that the Company realigned its three reportable business segments effective April 1, 2017 and subsequently reclassified its consolidated financial statements as of December 31, 2016 and 2015 and for each year in the three-year period ended December 31, 2016.  The reclassification of the consolidated financial statements in Notes 1 Nature of Operations, 2, 6 and 7, and Schedule III relates solely to the presentation of the segment specific disclosures on a basis consistent with the realigned segment reporting structure.

 

/s/ KPMG LLP

 

 KPMG LLP

 

 

New York, New York

June 20, 2017

 

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Section 3: EX-99.1 (EX-99.1)

EXHIBIT 99.1

 

The Travelers Companies, Inc.

 

For Fiscal Year Ended December 31, 2016

 


 

Item Number

 

 

Page

 

 

Part I

 

1.

 

Business

2

 

 

 

 

 

 

Part II

 

7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Due to its forward-looking rather than historical nature, the Company has not provided reclassified segment information with respect to the section entitled “Outlook” and has omitted this section)

36

8.

 

Financial Statements and Supplementary Data

94

 

 

 

 

 

 

Part IV

 

15.

 

Exhibits and Financial Statement Schedules

191

 

1



 

The Travelers Companies, Inc. (the Company) is filing this Exhibit 99.1 to (1) reclassify certain of its historical segment information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the Annual Report) as filed with the Securities and Exchange Commission on February 16, 2017 to conform the presentation of such segment information to the manner in which the Company’s businesses are being managed effective April 1, 2017 and reflect the revised names and descriptions of certain businesses comprising these segments and other related changes; and (2) update and add certain insurance terms defined in the Glossary of Selected Insurance Terms (the Glossary) in the Annual Report. The reclassifications, updates and additions have no effect on the Company’s previously reported consolidated results of operations, financial condition, cash flows or the quantitative value of ratios presented; however, as indicated above, the reclassifications impacted certain historical segment data.  All other information in the Annual Report remains unchanged and has not been otherwise updated for events occurring after February 16, 2017.  See the Form 8-K to which this exhibit is attached for a further description of the reclassifications, updates and additions.

 

PART I

 

Item 1.  BUSINESS

 

The Travelers Companies, Inc. (together with its consolidated subsidiaries, the Company) is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals. The Company is incorporated as a general business corporation under the laws of the state of Minnesota and is one of the oldest insurance organizations in the United States, dating back to 1853. The principal executive offices of the Company are located at 485 Lexington Avenue, New York, New York 10017, and its telephone number is (917) 778-6000.  The Company also maintains executive offices in Hartford, Connecticut, and St. Paul, Minnesota.  The term “TRV” in this document refers to The Travelers Companies, Inc., the parent holding company excluding subsidiaries.

 

For a summary of the Company’s revenues, core income and total assets by reportable business segments, see note 2 of notes to the consolidated financial statements.

 

PROPERTY AND CASUALTY INSURANCE OPERATIONS

 

The property and casualty insurance industry is highly competitive in the areas of price, service, product offerings, agent relationships and methods of distribution.  Distribution methods include the use of independent agents, exclusive agents, direct marketing and/or salaried employees. According to A.M. Best, there are approximately 1,200 property and casualty groups in the United States, comprising approximately 2,650 property and casualty companies. Of those groups, the top 150 accounted for approximately 92% of the consolidated industry’s total net written premiums in 2015.  The Company competes with both foreign and domestic insurers.  In addition, several property and casualty insurers writing commercial lines of business, including the Company, offer products for alternative forms of risk protection in addition to traditional insurance products. These products include large deductible programs and various forms of self-insurance, some of which utilize captive insurance companies and risk retention groups.  The Company’s competitive position in the marketplace is based on many factors, including the following:

 

·                  ability to profitably price business, retain existing customers and obtain new business;

·                  premiums charged, contract terms and conditions, products and services offered (including the ability to design customized programs);

·                  agent, broker and policyholder relationships;

·                  ability to keep pace relative to competitors with changes in technology and information systems;

·                  speed of claims payment;

·                  ability to provide products and services in a cost effective manner;

·                  ability to adapt to changes in business models, technology, customer preferences or regulation impacting the markets in which the Company operates;

·                  perceived overall financial strength and corresponding ratings assigned by independent rating agencies;

·                  reputation, experience and qualifications of employees;

·                  geographic scope of business; and

·                  local presence.

 

In addition, the marketplace is affected by the available capacity of the insurance industry, as measured by statutory capital and surplus, and the availability of reinsurance from both traditional sources, such as reinsurance companies and capital markets (through catastrophe bonds), and non-traditional sources, such as hedge funds and pension plans.  Industry capacity

 

2



 

as measured by statutory capital and surplus expands and contracts primarily in conjunction with profit levels generated by the industry, less amounts returned to shareholders through dividends and share repurchases.  Capital raised by debt and equity offerings may also increase statutory capital and surplus.

 

Pricing and Underwriting

 

Pricing of the Company’s property and casualty insurance products is generally developed based upon an estimation of expected losses, the expenses associated with producing, issuing and servicing business and managing claims, the time value of money related to the expected loss and expense cash flows, and a reasonable allowance for profit that considers the capital needed to support the Company’s business.  The Company has a disciplined approach to underwriting and risk management that emphasizes product returns and profitable growth over the long-term rather than premium volume or market share. The Company’s insurance subsidiaries are subject to state laws and regulations regarding rate and policy form approvals.  The applicable state laws and regulations establish standards in certain lines of business to ensure that rates are not excessive, inadequate, unfairly discriminatory, or used to engage in unfair price competition.  The Company’s ability to increase rates and the relative timing of the process are dependent upon each respective state’s requirements, as well as the competitive market environment.

 

Geographic Distribution

 

The following table shows the geographic distribution of the Company’s consolidated direct written premiums for the year ended December 31, 2016:

 

Location

 

% of
Total

 

Domestic:

 

 

 

New York

 

10.0

%

California

 

9.8

 

Texas

 

7.4

 

Pennsylvania

 

4.6

 

Florida

 

4.1

 

New Jersey

 

4.0

 

Illinois

 

3.9

 

Georgia

 

3.3

 

Massachusetts

 

3.1

 

All other domestic (1)

 

43.6

 

Total Domestic

 

93.8

 

 

 

 

 

International:

 

 

 

Canada

 

4.3

 

All other international (1)

 

1.9

 

Total International

 

6.2

 

Consolidated total

 

100.0

%

 


(1)                  No other single state or country accounted for 3.0% or more of the Company’s consolidated direct written premiums written in 2016.

 

Catastrophe Exposure

 

The wide geographic distribution of the Company’s property and casualty insurance operations exposes it to claims arising out of catastrophes.  The Company uses various analyses and methods, including proprietary and third-party computer modeling processes, to continually monitor and analyze underwriting risks of business in natural catastrophe-prone areas and target risk areas for conventional terrorist attacks (defined as attacks other than nuclear, biological, chemical or radiological events).  The Company relies, in part, upon these analyses to make underwriting decisions designed to manage its exposure on catastrophe-exposed business.  For example, as a result of these analyses, the Company has at various times limited the writing of new property and homeowners business in some markets and has selectively taken underwriting actions on new  and existing business.  These underwriting actions on new and existing business include tightening underwriting standards, selective price increases and changes to deductibles specific to hurricane-, tornado-, wind- and hail-prone areas.  See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Catastrophe Modeling” and “—Changing Climate Conditions.”  The Company also utilizes reinsurance to manage its aggregate exposures to catastrophes.  See “—Reinsurance.”

 

3



 

Segment Information

 

The Company is organized into three reportable business segments: Business Insurance; Bond & Specialty Insurance; and Personal Insurance.

 

BUSINESS INSURANCE

 

Business Insurance offers a broad array of property and casualty insurance and insurance related services to its customers, primarily in the United States, as well as in Canada, the United Kingdom, the Republic of Ireland, Brazil and throughout other parts of the world as a corporate member of Lloyd’s.  Business Insurance is organized as follows:

 

Domestic

 

·                   Select Accounts provides small businesses with property and casualty products, including commercial multi-peril, commercial property, general liability, commercial auto and workers’ compensation insurance.

 

·                   Middle Market provides mid-sized businesses with property and casualty products, including commercial multi-peril, commercial property, general liability, commercial auto and workers’ compensation insurance, as well as risk management, claims handling and other services.  Middle Market generally provides these products to mid-sized businesses through Commercial Accounts, as well as to targeted industries through Construction, Technology, Public Sector Services and Oil & Gas, and additionally, provides mono-line umbrella and excess coverage insurance through Excess Casualty.  Middle Market also provides insurance for goods in transit and movable objects, as well as builders’ risk insurance, through Inland Marine; insurance for the marine transportation industry and related services, as well as other businesses involved in international trade, through Ocean Marine; and comprehensive breakdown coverages for equipment, including property and business interruption coverages, through Boiler & Machinery.

 

·                   National Accounts provides large companies with casualty products and services, including workers’ compensation, general liability and automobile liability, generally utilizing loss-sensitive products, on both a bundled and unbundled basis.  National Accounts also includes the Company’s commercial residual market business, which primarily offers workers’ compensation products and services to the involuntary market.

 

·                   National Property and Other provides traditional and customized property insurance programs to large and mid-sized customers through National Property.  National Property and Other also provides insurance coverage for the commercial transportation industry through Northland Transportation, commercial liability and commercial property policies for small, difficult to place specialty classes of commercial business primarily on an excess and surplus lines basis through Northfield, and tailored property and casualty programs on an admitted basis for customers with common risk characteristics or coverage requirements through National Programs.  National Property and Other also serves small to medium-sized agricultural businesses, including farms, ranches, wineries and related operations, through Agribusiness.

 

International

 

·                   International, through its operations in Canada, the United Kingdom and the Republic of Ireland, provides property and casualty insurance and risk management services to several customer groups, including, among others, those in the technology, manufacturing and public services industry sectors.  International also provides insurance coverages for both the foreign exposures of United States organizations and the United States exposures of foreign organizations through Global Services. Through its Lloyd’s syndicate (Syndicate 5000), for which the Company provides 100% of the capital, International underwrites five principal businesses — marine, global property, accident & special risks, power & utilities and aviation.  Through its 100% ownership of the common stock of Travelers Participações em Seguros Brazil S.A., International also underwrites property and casualty insurance business in Brazil.

 

Business Insurance also includes the Special Liability Group (which manages the Company’s asbestos and environmental liabilities) and the assumed reinsurance and certain other runoff operations, which are collectively referred to as Business Insurance Other.

 

4



 

Selected Market and Product Information

 

The following table sets forth Business Insurance’s net written premiums by market and product line for the periods indicated. For a description of the markets and product lines referred to in the table, see “—Principal Markets and Methods of Distribution” and “—Product Lines,” respectively.

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

% of
Total
2016

 

By market:

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

Select Accounts

 

$

2,729

 

$

2,716

 

$

2,707

 

19.6

%

Middle Market

 

7,379

 

7,186

 

6,973

 

53.1

 

National Accounts

 

1,058

 

1,048

 

1,047

 

7.6

 

National Property and Other

 

1,779

 

1,791

 

1,757

 

12.8

 

Total Domestic

 

12,945

 

12,741

 

12,484

 

93.1

 

International

 

955

 

1,033

 

1,193

 

6.9

 

Total Business Insurance by market

 

$

13,900

 

$

13,774

 

$

13,677

 

100.0

%

By product line:

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

Workers’ compensation

 

$

3,945

 

$

3,915

 

$

3,792

 

28.4

%

Commercial automobile

 

2,037

 

1,958

 

1,891

 

14.6

 

Commercial property

 

1,787

 

1,760

 

1,783

 

12.9

 

General liability

 

1,987

 

1,924

 

1,872

 

14.3

 

Commercial multi-peril

 

3,157

 

3,146

 

3,104

 

22.7

 

Other

 

32

 

38

 

42

 

0.2

 

Total Domestic

 

12,945

 

12,741

 

12,484

 

93.1

 

International

 

955

 

1,033

 

1,193

 

6.9

 

Total Business Insurance by product line

 

$

13,900

 

$

13,774

 

$

13,677

 

100.0

%

 

Principal Markets and Methods of Distribution

 

Business Insurance markets and distributes its products through approximately 10,900 independent agencies and brokers.  Agencies and brokers are serviced by 119 field offices and three customer service centers.

 

Business Insurance builds relationships with well-established, independent insurance agencies and brokers.  In selecting new independent agencies and brokers to distribute its products, Business Insurance considers, among other attributes, each agency’s or broker’s financial strength, staff experience and strategic fit with the Company’s operating and marketing plans. Once an agency or broker is appointed, Business Insurance carefully monitors its performance. The majority of products offered in the United States are distributed through a common base of independent agents and brokers, many of whom also sell the Company’s Personal Insurance products.  Additionally, several operations may underwrite business with agents that specialize in servicing the needs of certain of the industries served by these operations.  Business Insurance continues to make significant investments in enhanced technology utilizing internet-based applications to provide real-time interface capabilities with independent agencies and brokers.

 

Domestic

 

·      Select Accounts markets and distributes its products to small businesses, generally with fewer than 50 employees, through a large network of independent agents and brokers.  Products offered by Select Accounts are guaranteed-cost policies, including packaged products covering property and liability exposures.  Each small business risk is independently evaluated via an automated underwriting platform which in turn enables agents to quote, bind and issue a substantial amount of new small business risks at their desktop in an efficient manner that significantly reduces the time period between quoting a price on a new policy and issuing that policy.  Risks with more complex characteristics are underwritten with the assistance of Company personnel.  Select Accounts has established a strong marketing relationship with its distribution network and has provided this network with defined underwriting policies, a broad array of products and competitive prices.  In addition, the Company has established centralized service centers to help agents perform many service functions, in return for a fee.

 

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·      Middle Market markets and distributes its products and services primarily to mid-sized businesses with 50 to 1,000 employees through a large network of independent agents and brokers.  The Company offers a full line of products to its Middle Market customers with an emphasis on guaranteed cost programs.  Each account is underwritten based on the unique risk characteristics, loss history and coverage needs of the account.  The ability to underwrite at this detailed level allows Middle Market to have a broad risk appetite and a diversified customer base.  Within Middle Market, products and services are tailored to certain targeted industry segments of significant size and complexity that require unique underwriting, claim, risk management or other insurance-related products and services.

 

·      National Accounts markets and distributes its products and services to large companies through a network of national and regional brokers, primarily utilizing loss-sensitive products in connection with a large deductible or self-insured program and, to a lesser extent, a retrospectively rated or a guaranteed cost insurance policy.  National Accounts also provides casualty products and services through retail brokers on an unbundled basis, using third-party administrators for insureds who utilize programs such as collateralized deductibles, captive reinsurers and self-insurance. National Accounts provides insurance-related services, such as risk management services, claims administration, loss control and risk management information services, either in addition to, or in lieu of, pure risk coverage, and generated $253 million of fee income in 2016, excluding commercial residual market business.  The commercial residual market business of National Accounts sells claims and policy management services to workers’ compensation pools throughout the United States, and generated $133 million of fee income in 2016.  National Accounts services approximately 36% of the total workers’ compensation assigned risk market, making the Company one of the largest servicing carriers in the industry. Workers’ compensation accounted for approximately 72% of sales to National Accounts customers during 2016, based on direct written premiums and fees.

 

·      National Property and Other markets and distributes its products and services to a wide customer base, providing traditional and customized property insurance programs to large and mid-sized customers through a large network of agents and brokers.  National Property and Other also markets and distributes its products through brokers, wholesale agents, program managers and specialized retail agents who operate in certain markets that are not typically served by the Company’s appointed retail agents, or who maintain certain affinity arrangements in specialized market segments.  The wholesale excess and surplus lines market, which is characterized by the absence of rate and form regulation, allows for more flexibility to write certain classes of business.  In working with agents or program managers on a brokerage basis, National Property and Other underwrites the business and sets the premium level.  In working with agents or program managers with delegated underwriting authority, the agents produce and underwrite business subject to underwriting guidelines that have been specifically designed for each facility or program.

 

International markets and distributes its products principally through brokers in each of the countries in which it operates.  International also writes business at Lloyd’s, where its products are distributed through Lloyd’s wholesale and retail brokers.  By virtue of Lloyd’s worldwide licenses, Business Insurance has access to international markets across the world.

 

Pricing and Underwriting

 

Business Insurance utilizes underwriting, claims, engineering, actuarial and product development disciplines for particular industries, in conjunction with extensive amounts of proprietary data gathered and analyzed over many years, to facilitate its risk selection process and develop pricing parameters.  The Company utilizes both standard industry forms and proprietary forms for the insurance policies it issues.

 

A portion of business in this segment, particularly in National Accounts and Construction, is written with large deductible insurance policies. Under workers’ compensation insurance contracts with deductible features, the Company is obligated to pay the claimant the full amount of the claim. The Company is subsequently reimbursed by the contractholder for the deductible amount and is subject to credit risk until such reimbursement is made. At December 31, 2016, contractholder payables on unpaid losses within the deductible layer of large deductible policies and the associated receivables were each approximately $4.61 billion.  Business Insurance also utilizes retrospectively rated policies for another portion of the business, primarily for workers’ compensation coverage.  Although the retrospectively rated feature of the policy substantially reduces insurance risk for the Company, it introduces additional credit risk to the Company. Premiums receivable from holders of retrospectively rated policies totaled approximately $70 million at December 31, 2016.  Significant collateral, primarily letters of credit and, to a lesser extent, cash collateral, trusts or surety bonds, is generally obtained for large deductible plans and/or retrospectively rated policies that provide for deferred collection of deductible recoveries and/or ultimate premiums. The amount of collateral requested is predicated upon the creditworthiness of the customer and the nature of the insured risks.  Business Insurance continually monitors the credit exposure on individual accounts and the adequacy of collateral.   For additional information concerning credit risk in certain of the Company’s businesses, see “Item 1A—Risk Factors—We are also exposed to credit risk in certain of our insurance operations and

 

6



 

with respect to certain guarantee or indemnification arrangements that we have with third parties” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

Product Lines

 

Business Insurance writes the following types of coverages:

 

Domestic

 

·                   Workers’ Compensation.  Provides coverage for employers for specified benefits payable under state or federal law for workplace injuries to employees. There are typically four types of benefits payable under workers’ compensation policies: medical benefits, disability benefits, death benefits and vocational rehabilitation benefits. The Company emphasizes managed care cost containment strategies, which involve employers, employees and care providers in a cooperative effort that focuses on the injured employee’s early return to work and cost-effective quality care.  The Company offers the following types of workers’ compensation products:

 

·                   guaranteed-cost insurance products, in which policy premium charges are fixed for the period of coverage and do not vary as a result of the insured’s loss experience;

 

·                   loss-sensitive insurance products, including large deductible and retrospectively rated policies, in which fees or premiums are adjusted based on actual loss experience of the insured during the policy period; and

 

·                   service programs, which are generally sold to the Company’s National Accounts customers, where the Company receives fees rather than premiums for providing loss prevention, risk management, and claim and benefit administration services to organizations under service agreements.

 

The Company also participates in state assigned risk pools as a servicing carrier and pool participant.

 

·                   Commercial Automobile.  Provides coverage for businesses against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured’s vehicle and property damage to other vehicles and other property resulting from the ownership, maintenance or use of automobiles and trucks in a business.

 

·                   Commercial Property.  Provides coverage for loss of or damage to buildings, inventory and equipment from a variety of events, including, among others, hurricanes and other windstorms, tornadoes, earthquakes, hail, wildfires, severe winter weather, floods, volcanic eruptions, tsunamis, theft, vandalism, fires, explosions, terrorism and financial loss due to business interruption resulting from covered property damage. For additional information on terrorism coverages, see “Reinsurance—Catastrophe Reinsurance—Terrorism Risk Insurance Program.” Commercial property also includes specialized equipment insurance, which provides coverage for loss or damage resulting from the mechanical breakdown of boilers and machinery, and ocean and inland marine insurance, which provides coverage for goods in transit and unique, one-of-a-kind exposures.

 

·                  General Liability.  Provides coverages for businesses against third-party claims arising from accidents occurring on their premises or arising out of their operations, including as a result of injuries sustained from products sold. Specialized liability policies may also include coverage for directors’ and officers’ liability arising in their official capacities, employment practices liability insurance, fiduciary liability for trustees and sponsors of pension, health and welfare, and other employee benefit plans, errors and omissions insurance for employees, agents, professionals and others arising from acts or failures to act under specified circumstances, as well as umbrella and excess insurance.

 

·                   Commercial Multi-Peril.  Provides a combination of the property and liability coverages described in the foregoing product line descriptions.

 

International

 

·                   Provides coverage for employers’ liability (similar to workers’ compensation coverage in the United States), public and product liability (the equivalent of general liability), professional indemnity (similar to professional liability coverage), commercial property, marine, aviation, personal accident and kidnap & ransom. Marine provides coverage for ship hulls, cargoes carried, private yachts, marine-related liability, offshore energy, ports and terminals, fine art and terrorism.  Aviation provides coverage for worldwide aviation risks including physical damage and liabilities for airline, aerospace, general aviation, aviation war and space risks.  Personal accident provides financial protection in the event of death or disablement due to accidental bodily injury, while kidnap & ransom provides financial protection

 

7



 

against kidnap, hijack, illegal detention and extortion.  While the covered hazards may be similar to those in the U.S. market, the different legal environments can make the product risks and coverage terms potentially very different from those the Company faces in the United States.

 

Net Retention Policy Per Risk

 

The following discussion reflects the Company’s retention policy with respect to Business Insurance as of January 1, 2017.  For third-party liability, Business Insurance generally limits its net retention, through the use of reinsurance, to a maximum of $16.0 million per insured, per occurrence.  For property exposures, Business Insurance generally limits its retained amount per risk to $20.0 million per occurrence, net of reinsurance. Business Insurance generally retains its workers’ compensation exposures.  Reinsurance treaties often have aggregate limits or caps which may result in larger net per-risk retentions if the aggregate limits or caps are reached.  Business Insurance utilizes facultative reinsurance to provide additional limits capacity or to reduce retentions on an individual risk basis. Business Insurance may also retain amounts greater than those described herein based upon the individual characteristics of the risk.

 

Geographic Distribution

 

The following table shows the geographic distribution of Business Insurance’s direct written premiums for the year ended December 31, 2016:

 

Location

 

% of Total

 

Domestic:

 

 

 

California

 

12.4

%

New York

 

9.1

 

Texas

 

6.4

 

Illinois

 

4.6

 

New Jersey

 

3.9

 

Pennsylvania

 

3.8

 

Massachusetts

 

3.5

 

Florida

 

3.5

 

All other domestic (1)

 

47.3

 

Total Domestic

 

94.5

 

International (1)

 

5.5

 

Total Business Insurance

 

100.0

%

 


(1)         No other single state or country accounted for 3.0% or more of Business Insurance’s direct written premiums in 2016.

 

Competition

 

The insurance industry is represented in the commercial marketplace by many insurance companies of varying size as well as other entities offering risk alternatives, such as self-insured retentions or captive programs. Market competition works within the insurance regulatory framework to set the price charged for insurance products and the levels of coverage and service provided.  A company’s success in the competitive commercial insurance landscape is largely measured by its ability to profitably provide insurance and services, including claims handling and risk control, at prices and terms that retain existing customers and attract new customers.  See “Item 1A—Risk Factors—The intense competition that we face, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and our profitability” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

Domestic

 

Competitors typically write Select Accounts business through independent agents and, to a lesser extent, regional brokers, and as direct writers.  Both national and regional property and casualty insurance companies compete in the Select Accounts market which generally comprises lower-hazard, “Main Street” business customers. Risks are underwritten and priced using standard industry practices and a combination of proprietary and standard industry product offerings. Competition in this market is primarily based on product offerings, service levels, ease of doing business and price.

 

Competitors typically write Middle Market business through independent agents and brokers.  Several of Middle Market’s operations require unique combinations of industry knowledge, customized coverage, specialized risk control and loss

 

8



 

handling services, along with partnerships with agents and brokers that also focus on these markets.  Competitors in this market are primarily national property and casualty insurance companies that write most classes of business using traditional products and pricing, and regional insurance companies.  Companies compete based on product offerings, service levels, price and claim and loss prevention services.  Efficiency through automation and response time to agent, broker and customer needs is one key to success in this market.

 

In the National Accounts market, competition is based on price, product offerings, claim and loss prevention services, managed care cost containment, risk management information systems and collateral requirements.  National Accounts primarily competes with national property and casualty insurance companies, as well as with other underwriters of property and casualty insurance in the alternative risk transfer market, such as self-insurance plans, captives managed by others, and a variety of other risk-financing vehicles and mechanisms.  The residual market division competes for state contracts to provide claims and policy management services.

 

National Property and Other competes in focused target markets.  Each of these markets is different and requires unique combinations of industry knowledge, customized coverage, specialized risk control and loss handling services, along with partnerships with agents and brokers that also focus on these markets.  Some of these businesses compete with national carriers with similarly dedicated underwriting and marketing groups, whereas others compete with smaller regional companies.  Each of these businesses has regional structures that allow them to deliver personalized service and local knowledge to their customer base. Specialized agents and brokers, including wholesale agents and program managers, supplement this strategy.  In all of these businesses, the competitive strategy typically is the application of focused industry knowledge to insurance and risk needs.

 

International

 

International competes with numerous international and domestic insurers in Canada, the United Kingdom, the Republic of Ireland and Brazil. Companies compete on the basis of price, product offerings and the level of claim and risk management services provided.  The Company has developed expertise in various markets in these countries similar to those served in the United States and provides both property and casualty coverage for these markets.

 

At Lloyd’s, International competes with other syndicates operating in the Lloyd’s market as well as international and domestic insurers in the various markets where the Lloyd’s operation writes business worldwide.  Competition is based on price, product and service. The Company focuses on lines it believes it can underwrite effectively and profitably with an emphasis on short-tail insurance lines.

 

BOND & SPECIALTY INSURANCE

 

Bond & Specialty Insurance provides surety, fidelity, management liability, professional liability, and other property and casualty coverages and related risk management services to its customers in the United States and certain specialty insurance products in Canada, the United Kingdom, the Republic of Ireland and Brazil, utilizing various degrees of financially-based underwriting approaches.  The range of coverages includes performance, payment and commercial surety and fidelity bonds for construction and general commercial enterprises; management liability coverages including directors’ and officers’ liability, employee dishonesty, employment practices liability, fiduciary liability and cyber risk for public corporations, private companies, not-for-profit organizations and financial institutions; professional liability coverage for a variety of professionals including, among others, lawyers and design professionals; and in the United States only, property, workers’ compensation, auto and general liability for financial institutions.

 

Bond & Specialty Insurance surety business in Brazil and Colombia is conducted through J. Malucelli Participações em Seguros e Resseguros S.A. (JMalucelli) and J. Malucelli Latam S.A. in Brazil. The Company owns 49.5% of both JMalucelli, a market leader in surety coverages in Brazil, and J. Malucelli Latam S.A., which in September 2015 acquired a majority interest in JMalucelli Travelers Seguros S.A., a Colombian start-up surety provider. These joint venture investments are accounted for using the equity method and are included in “other investments” on the consolidated balance sheet.

 

Selected Market and Product Information

 

The following table sets forth Bond & Specialty Insurance’s net written premiums by product line for the periods indicated. For a description of the markets and product lines referred to in the table, see “Principal Markets and Methods of Distribution” and “Product Lines,” respectively.

 

9



 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

% of Total
2016

 

Domestic:

 

 

 

 

 

 

 

 

 

Fidelity and surety

 

$

961

 

$

952

 

$

963

 

42.3

%

General liability

 

954

 

952

 

961

 

42.0

 

Other

 

184

 

177

 

179

 

8.1

 

Total Domestic

 

2,099

 

2,081

 

2,103

 

92.4

 

International

 

172

 

192

 

191

 

7.6

 

Total Bond & Specialty Insurance

 

$

2,271

 

$

2,273

 

$

2,294

 

100.0

%

 

Principal Markets and Methods of Distribution

 

Bond & Specialty Insurance markets and distributes the vast majority of its products in the United States through approximately 5,800 of the same independent agencies and brokers that distribute Business Insurance’s products in the United States.  Bond & Specialty Insurance builds relationships with well-established, independent insurance agencies and brokers. In selecting new independent agencies and brokers to distribute its products, Bond & Specialty Insurance considers, among other attributes, each agency’s or broker’s profitability, financial stability, staff experience and strategic fit with its operating and marketing plans. Once an agency or broker is appointed, its ongoing performance is closely monitored. Bond & Specialty Insurance, in conjunction with Business Insurance, continues to make investments in enhanced technology utilizing internet-based applications to provide real-time interface capabilities with its independent agencies and brokers. Bond & Specialty Insurance also offers certain specialty insurance products to customers in Canada, the United Kingdom, the Republic of Ireland and Brazil.

 

Pricing and Underwriting

 

Bond & Specialty Insurance utilizes underwriting, claims, engineering, actuarial and product development disciplines for specific accounts and industries, in conjunction with extensive amounts of proprietary data gathered and analyzed over many years, to facilitate its risk selection process and develop pricing parameters.  The Company utilizes both standard industry forms and proprietary forms for the insurance policies it issues.

 

Product Lines

 

Bond & Specialty Insurance writes the following types of coverages:

 

Domestic

 

·                   Fidelity and Surety.  Provides fidelity insurance coverage, which protects an insured for loss due to embezzlement or misappropriation of funds by an employee, and surety, which is a three-party agreement whereby the insurer agrees to pay a third party or make complete an obligation in response to the default, acts or omissions of an insured. Surety is generally provided for construction performance, legal matters such as appeals, trustees in bankruptcy and probate and other performance bonds.

 

·                   General Liability.  Provides coverage for specialized liability exposures as described above in more detail in the “Business Insurance” section of this report, as well as cyber risk coverages.

 

·                   Other.  Coverages include Property, Workers’ Compensation, Commercial Automobile and Commercial Multi-Peril, which are described above in more detail in the “Business Insurance” section of this report.

 

International

 

·                   Fidelity and Surety and certain General Liability products are provided internationally to various customer groups.

 

Net Retention Policy Per Risk

 

The following discussion reflects the Company’s retention policy with respect to Bond & Specialty Insurance as of January 1, 2017.  For third party liability, including but not limited to umbrella liability, professional liability, directors’ and officers’ liability, employment practices liability and cyber risk liability, Bond & Specialty Insurance generally limits net retentions to $25.0 million per policy. For surety protection, where insured limits are often significant, Bond & Specialty Insurance

 

10



 

generally retains up to $115.0 million probable maximum loss (PML) per principal, after reinsurance, but may retain higher amounts based on the type of obligation, credit quality and other credit risk factors.  Reinsurance treaties often have aggregate limits or caps which may result in larger net per risk retentions if the aggregate limits or caps are reached.  Bond & Specialty Insurance utilizes facultative reinsurance to provide additional limits capacity or to reduce retentions on an individual risk basis. Bond & Specialty Insurance may also retain amounts greater than those described herein based upon the individual characteristics of the risk.

 

Geographic Distribution

 

The following table shows the geographic distribution of Bond & Specialty Insurance’s direct written premiums for the year ended December 31, 2016:

 

State

 

% of
Total

 

Domestic:

 

 

 

California

 

8.8

%

New York

 

6.9

 

Texas

 

6.6

 

Florida

 

5.2

 

Illinois

 

4.2

 

Pennsylvania

 

3.6

 

Massachusetts

 

3.1

 

All other (1)

 

53.2

 

Total Domestic

 

91.6

 

 

 

 

 

International:

 

 

 

Canada

 

4.3

 

United Kingdom

 

3.5

 

All other (1)

 

0.6

 

Total International

 

8.4

 

Total

 

100.0

%

 


(1)          No other single state or country accounted for 3.0% or more of Bond & Specialty Insurance’s direct written premiums in 2016.

 

Competition

 

The competitive landscape in which Bond & Specialty Insurance operates is affected by many of the same factors described previously for Business Insurance.  Competitors in this market are primarily national property and casualty insurance companies that write most classes of business and, to a lesser extent, regional insurance companies and companies that have developed niche programs for specific industry segments.

 

Domestic

 

Bond & Specialty Insurance underwrites and markets its products to all sizes of businesses and other organizations, as well as individuals.  The Company believes that its reputation for timely and consistent decision making, a nationwide network of local underwriting, claims and industry experts and strong producer and customer relationships, as well as its ability to offer its customers a full range of products, provides Bond & Specialty Insurance an advantage over many of its competitors and enables it to compete effectively in a complex, dynamic marketplace. The Company believes that the ability of Bond & Specialty Insurance to cross-sell its products to customers of Business Insurance and Personal Insurance provides additional competitive advantages for the Company.  See “Item 1A—Risk Factors—The intense competition that we face, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and our profitability” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

International

 

International competes with numerous international and domestic insurers in Canada, the United Kingdom, the Republic of Ireland and Brazil. Companies compete on the basis of price, product offerings and the level of claim and risk management

 

11



 

services provided.  The Company has developed expertise in various markets in these countries similar to those served in the United States and provides certain specialty coverages for these markets.

 

PERSONAL INSURANCE

 

Personal Insurance writes a broad range of property and casualty insurance covering individuals’ personal risks, primarily in the United States, as well as in Canada. The primary products of automobile and homeowners insurance are complemented by a broad suite of related coverages.

 

Selected Product and Distribution Channel Information

 

The following table sets forth net written premiums for Personal Insurance’s business by product line for the periods indicated.  For a description of the product lines referred to in the following table, see “—Product Lines.” In addition, see “—Principal Markets and Methods of Distribution” for a discussion of distribution channels for Personal Insurance’s product lines.

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

% of Total
2016

 

By product line:

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

Agency:

 

 

 

 

 

 

 

 

 

Automobile

 

$

4,103

 

$

3,534

 

$

3,260

 

46.7

%

Homeowners and Other

 

3,772

 

3,687

 

3,718

 

42.9

 

Total Agency

 

7,875

 

7,221

 

6,978

 

89.6

 

Direct-to-Consumer

 

309

 

236

 

187

 

3.5

 

Total Domestic

 

8,184

 

7,457

 

7,165

 

93.1

 

International

 

603

 

617

 

768

 

6.9

 

 

 

 

 

 

 

 

 

 

 

Total Personal Insurance

 

$

8,787

 

$

8,074

 

$

7,933

 

100.0

%

 

Principal Markets and Methods of Distribution

 

Domestic

 

Personal Insurance products are marketed and distributed primarily through approximately 10,900 active independent agencies located throughout the United States, supported by personnel in nine sales regions. In addition, sales and service are provided to customers through five contact centers.  While the principal markets for Personal Insurance products continue to be in states along the East Coast, California and Texas, the business continues to expand its geographic presence across the United States.

 

In selecting new independent agencies to distribute its products, Personal Insurance considers, among other attributes, each agency’s profitability, financial stability, staff experience and strategic fit with its operating and marketing plans. Once an agency is appointed, Personal Insurance carefully monitors its performance.

 

Agents can access the Company’s agency service portal for a number of resources including customer service, marketing and claims management.  In addition, agencies can choose to shift the ongoing service responsibility for Personal Insurance’s customers to one of the Company’s Customer Care Centers, where the Company provides, on behalf of an agency, a comprehensive array of customer service needs, including response to billing and coverage inquiries, and policy changes. Approximately 1,400 agents take advantage of this service alternative, for which they generally pay a fee.

 

Personal Insurance also markets and distributes its products through additional channels, including corporations that make the company’s product offerings available to their employees primarily through payroll deduction, consumer associations and affinity groups.  Personal Insurance handles the sales and service for these programs either through a sponsoring independent agent or through the Company’s contact center locations.  In addition, since 1995, the Company has had a marketing agreement with GEICO to underwrite homeowners business for certain of their auto customers.

 

The Company also markets its insurance products directly to consumers, largely through online channels.  The Company’s investment in the direct-to-consumer initiative, which began in 2009, has generated growing but still modest premium volume for Personal Insurance in recent years, reflective of the Company’s targeted customer base.  The direct-to-consumer initiative, while intended to enhance the Company’s long-term ability to compete successfully in a consumer-driven marketplace, is expected to remain modest with respect to premium volume and remain unprofitable for a number of years.

 

12



 

International

 

International markets and distributes its products principally through approximately 620 brokers located throughout Canada.

 

Pricing and Underwriting

 

Personal Insurance has developed a product management methodology that integrates the disciplines of underwriting, claim, actuarial and product development. This approach is designed to maintain high quality underwriting discipline and pricing segmentation.  Proprietary data accumulated over many years is analyzed and Personal Insurance uses a variety of risk differentiation models to facilitate its pricing segmentation. The Company’s product management area establishes underwriting guidelines integrated with its filed pricing and rating plans, which enable Personal Insurance to effectively execute its risk selection and pricing processes.

 

Domestic

 

Pricing for personal automobile insurance is driven in large part by changes in the frequency of claims and changes in severity, including inflation in the cost of automobile repairs, medical care and resolution of liability claims.  Pricing in the homeowners business is driven in large part by changes in the frequency of claims and changes in severity, including inflation in the cost of building supplies, labor and household possessions.  In addition to the normal risks associated with any multiple peril coverage, the profitability and pricing of both homeowners and automobile insurance are affected by the incidence of natural disasters, particularly those related to weather and, for homeowners insurance, earthquakes.  Insurers writing personal lines property and casualty policies may be unable to increase prices until some time after the costs associated with coverage have increased, primarily because of state insurance rate regulation. The pace at which an insurer can change rates in response to increased costs depends, in part, on whether the applicable state law requires prior approval of rate increases or notification to the regulator either before or after a rate change is imposed. In states with prior approval laws, rates must be approved by the regulator before being used by the insurer. In states having “file-and-use” laws, the insurer must file rate changes with the regulator, but does not need to wait for approval before using the new rates.  A “use-and-file” law requires an insurer to file rates within a period of time after the insurer begins using the new rate. Approximately one-half of the states require prior approval of most rate changes.  In addition, changes to methods of marketing and underwriting in some jurisdictions are subject to state- imposed restrictions, which can make it more difficult for an insurer to significantly manage catastrophe exposures.

 

The Company’s ability or willingness to raise prices, modify underwriting terms or reduce exposure to certain geographies may be limited due to considerations of public policy, the competitive environment, the evolving political environment and/or changes in the general economic climate.  The Company also may choose to write business it might not otherwise write in some states for strategic purposes, such as improving access to other commercial or personal underwriting opportunities.  In choosing to write business in some states, the Company also considers the costs and benefits of those states’ residual markets and guaranty funds, as well as other property and casualty business the Company writes in those states.

 

International

 

Pricing and underwriting for personal automobile and homeowners insurance in Canada is driven in large part by the same factors as in the United States.  For personal automobile insurance, all provinces in Canada require prior approval before rates are implemented.

 

Product Lines

 

Domestic

 

The primary coverages in Personal Insurance are personal automobile and homeowners and other insurance sold to individuals.  Personal Insurance had approximately 6.9 million active policies (e.g., policies-in-force) in the United States at December 31, 2016.

 

Personal Insurance writes the following types of coverages:

 

·                   Personal Automobile provides coverage for liability to others for both bodily injury and property damage, uninsured motorist protection, and for physical damage to an insured’s own vehicle from collision, fire, flood, hail and theft.  In addition, many states require policies to provide first-party personal injury protection, frequently referred to as no-fault coverage.

 

13



 

·                   Homeowners and Other provides protection against losses to residences and contents from a variety of perils (excluding flooding) as well as coverage for personal liability. The Company writes homeowners insurance for dwellings, condominiums and tenants, and rental properties.  The Company also writes coverage for boats and yachts and valuable personal items such as jewelry, and also writes coverages for umbrella liability, identity fraud, and weddings and special events.

 

International

 

·                   International provides automobile and homeowners and other coverages in Canada (similar to coverages in the United States).  Personal Insurance had approximately 564,000 active policies in Canada at December 31, 2016.

 

Net Retention Policy Per Risk

 

The following discussion reflects the Company’s retention policy with respect to Personal Insurance as of January 1, 2017.  Personal Insurance generally retains its primary personal auto exposures in their entirety.  For personal property insurance, there is a $9.3 million maximum retention per risk, net of reinsurance.  Personal Insurance uses facultative reinsurance to provide additional limits capacity or to reduce retentions on an individual risk basis.  Personal Insurance issues umbrella policies up to a maximum limit of $10.0 million per risk. Personal Insurance may also retain amounts greater than those described herein based upon the individual characteristics of the risk.

 

Geographic Distribution

 

The following table shows the geographic distribution of Personal Insurance’s direct written premiums for the year ended December 31, 2016:

 

State

 

% of
Total

 

Domestic:

 

 

 

New York

 

12.2

%

Texas (1)

 

9.2

 

Pennsylvania

 

6.2

 

California

 

5.8

 

Florida

 

4.8

 

Georgia

 

4.8

 

New Jersey

 

4.7

 

Connecticut

 

3.8

 

Virginia

 

3.7

 

All other domestic (2)

 

38.0

 

Total Domestic

 

93.2

 

 

 

 

 

International:

 

 

 

Canada

 

6.8

 

Total International

 

6.8

 

Total

 

100.0

%

 


(1)                  The percentage for Texas includes business written by the Company through a fronting agreement with another insurer.

(2)                  No other single state accounted for 3.0% or more of Personal Insurance’s direct written premiums in 2016.

 

Competition

 

Domestic

 

Although national companies write the majority of this business, Personal Insurance also faces competition from many regional and hundreds of local companies.  Personal Insurance primarily competes based on breadth of product offerings, price, service (including claims handling), ease of doing business, stability of the insurer and name recognition.  Personal Insurance competes for business within each independent agency since these agencies also offer policies of competing companies. At the agency level, competition is primarily based on price, service (including claims handling), the level of automation and the development of long-term relationships with individual agents.  In recent years, most independent personal insurance agents have begun utilizing price comparison rating technology, sometimes referred to as “comparative

 

14



 

raters,” as a cost-efficient means of obtaining quotes from multiple companies.  Because the use of this technology facilitates the process of generating multiple quotes, the technology has increased price comparison on new business and, increasingly, on renewal business.  Personal Insurance also competes with insurance companies that use exclusive agents or salaried employees to sell their products, as well as those that employ direct marketing strategies.

 

International

 

Personal Insurance competes with numerous international and domestic insurers in Canada.  Companies compete on the basis of price, product offerings and the level of claim and risk management services provided.  The Company has developed expertise in various markets in Canada similar to those served in the United States and provides both automobile and homeowners and other coverages for this market.

 

See “Item 1A—Risk Factors—The intense competition that we face, and the impact of innovation, technological change and changing customer preferences on the insurance industry and the markets in which we operate, could harm our ability to maintain or increase our business volumes and our profitability” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

CLAIMS MANAGEMENT

 

The Company’s claim functions are managed through its Claims Services organization, with locations in the United States and in the other countries where it does business.  With more than 12,000 employees, Claims Services employs a group of professionals with diverse skills, including claim adjusters, appraisers, attorneys, investigators, engineers, accountants, nurses, system specialists and training, management and support personnel.  Approved external service providers, such as investigators, attorneys and, in the rare circumstances when necessary, independent adjusters and appraisers, are available for use as appropriate.

 

United States field claim management teams located in 21 claim centers and 53 satellite and specialty-only offices in 45 states are organized to maintain focus on the specific claim characteristics unique to the businesses within the Company’s business segments. Claim teams with specialized skills, required licenses, resources and workflows are matched to the unique exposures of those businesses, with local claims management dedicated to achieving optimal results within each segment.  The Company’s home office operations provide additional support in the form of workflow design, quality management, information technology, advanced management information and data analysis, training, financial reporting and control, and human resources strategy.  This structure permits the Company to maintain the economies of scale of a large, established company while retaining the agility to respond promptly to the needs of customers, brokers, agents and underwriters.  Claims management for International, while generally provided locally by staff in the respective international locations due to local knowledge of applicable laws and regulations, is also managed by the Company’s Claims Services organization in the United States to leverage that knowledge base and to share best practices.

 

An integral part of the Company’s strategy to benefit customers and shareholders is its continuing industry leadership in the fight against insurance fraud through its Investigative Services unit.  The Company has a nationwide staff of experts who investigate a wide array of insurance fraud schemes using in-house forensic resources and other technological tools.  This staff also has specialized expertise in fire scene examinations, medical provider fraud schemes and data mining.  The Company also dedicates investigative resources to ensure that violations of law are reported to and prosecuted by law enforcement agencies.

 

Claims Services uses technology, management information and data analysis to assist the Company in reviewing its claim practices and results in order to evaluate and improve its claims management performance. The Company’s claims management strategy is focused on segmentation of claims and appropriate technical specialization to drive effective claim resolution. The Company continually monitors its investment in claim resources to maintain an effective focus on claim outcomes and a disciplined approach to continual improvement.  The Company operates a state-of-the-art claims training facility which offers hands-on experiential learning to help ensure that its claim professionals are properly trained.  In recent years, the Company has invested significant additional resources in many of its claim handling operations and routinely monitors the effect of those investments to ensure a consistent optimization among outcomes, cost and service.

 

Claims Services’ catastrophe response strategy is to respond to a significant catastrophic event using its own personnel, enabling it to minimize reliance on independent adjusters and appraisers.  The Company has developed a large dedicated catastrophe response team and trained a large Enterprise Response Team of existing employees who can be deployed on short notice in the event of a catastrophe that generates claim volume exceeding the capacity of the dedicated catastrophe response

 

15



 

team.  In recent years, these internal resources were successfully deployed to respond to a record number of catastrophe claims.

 

REINSURANCE

 

The Company reinsures a portion of the risks it underwrites in order to manage its exposure to losses and to protect its capital.  The Company cedes to reinsurers a portion of these risks and pays premiums based upon the risk and exposure of the policies subject to such reinsurance.  The Company utilizes a variety of reinsurance agreements to manage its exposure to large property and casualty losses, including catastrophe, treaty, facultative and quota share reinsurance.  Ceded reinsurance involves credit risk, except with regard to mandatory pools and associations, and is predominantly subject to aggregate loss limits. Although the reinsurer is liable to the Company to the extent of the reinsurance ceded, the Company remains liable as the direct insurer on all risks reinsured.  Reinsurance recoverables are reported after reductions for known insolvencies and after allowances for uncollectible amounts. The Company also holds collateral, including trust agreements, escrow funds and letters of credit, under certain reinsurance agreements. The Company monitors the financial condition of reinsurers on an ongoing basis and reviews its reinsurance arrangements periodically.  Reinsurers are selected based on their financial condition, business practices, the price of their product offerings and the value of collateral provided. After reinsurance is purchased, the Company has limited ability to manage the credit risk to a reinsurer.  In addition, in a number of jurisdictions, particularly the European Union and the United Kingdom, a reinsurer is permitted to transfer a reinsurance arrangement to another reinsurer, which may be less creditworthy, without a counterparty’s consent, provided that the transfer has been approved by the applicable regulatory and/or court authority.

 

For additional information regarding reinsurance, see note 5 of notes to the consolidated financial statements and “Item 1A—Risk Factors” in the Company’s 2016 Annual Report filed on February 16, 2017.  For a description of reinsurance-related litigation, see note 16 of notes to the consolidated financial statements.

 

Catastrophe Reinsurance

 

Catastrophes can be caused by a variety of events, including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, wildfires, severe winter weather, floods, tsunamis, volcanic eruptions and other naturally-occurring events, such as solar flares.  Catastrophes can also result from terrorist attacks and other intentionally destructive acts including those involving nuclear, biological, chemical, radiological, cyber-attacks, explosions and infrastructure failures.  The incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Most catastrophes are restricted to small geographic areas; however, hurricanes and earthquakes may produce significant damage in larger areas, especially those areas that are heavily populated. The Company generally seeks to manage its exposure to catastrophes through individual risk selection and the purchase of catastrophe reinsurance.  The following discussion summarizes the Company’s catastrophe reinsurance coverage at January 1, 2017.

 

Corporate Catastrophe Excess-of-Loss Reinsurance Treaty.  This treaty covers the accumulation of certain property losses arising from one or multiple occurrences for the period January 1, 2017 through and including December 31, 2017: 75% ($1.5 billion) of qualifying losses covered by the treaty and 25% ($500 million) of qualifying losses retained by the Company part of $2.0 billion excess of $3.0 billion.  Qualifying losses for each occurrence are after a $100 million deductible.  The treaty covers all of the Company’s exposures in the United States and Canada and their territories and possessions, the Caribbean Islands, Mexico and all waters contiguous thereto.  The treaty only provides coverage for terrorism events in limited circumstances and excludes entirely losses arising from nuclear, biological, chemical or radiological attacks.

 

Catastrophe Bonds. The Company has catastrophe protection through an indemnity reinsurance agreement with Long Point Re III Ltd. (Long Point Re III), an independent Cayman Islands company licensed as a Class C insurer in the Cayman Islands.  The reinsurance agreement expires in May 2018 and meets the requirements to be accounted for as reinsurance in accordance with the guidance for reinsurance contracts.  In connection with the reinsurance agreement, Long Point Re III issued notes (generally referred to as “catastrophe bonds”) to investors in amounts equal to the full coverage provided under the reinsurance agreement as described below.  The proceeds were deposited in a reinsurance trust account.  The businesses covered by this reinsurance agreement are subsets of the Company’s overall insurance portfolio, comprising specified property coverages spread across the following geographic locations: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Virginia and Vermont.

 

The reinsurance agreement with Long Point Re III provides coverage of up to $300 million to the Company for losses from tropical cyclones, earthquakes, severe thunderstorms or winter storms in the locations listed above.  The attachment point and maximum limit under this agreement are reset annually to adjust the expected loss of the layer within a predetermined

 

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range.  For the period May 16, 2016 through and including May 15, 2017, the Company is entitled to begin recovering amounts under this reinsurance agreement if the covered losses in the covered area for a single occurrence reach an initial attachment amount of $1.968 billion.  The full $300 million coverage amount is available on a proportional basis until such covered losses reach a maximum $2.468 billion.  The coverage under the reinsurance agreement is limited to specified property coverage written in Personal Insurance; Select Accounts, Middle Market (excluding Excess Casualty and Boiler & Machinery) and National Property and Other in Business Insurance; and Bond & Specialty Insurance Other in Bond & Specialty Insurance.

 

Under the terms of the reinsurance agreement, the Company is obligated to pay annual reinsurance premiums to Long Point Re III for the reinsurance coverage.  Amounts payable to the Company under the reinsurance agreement with respect to any covered event cannot exceed the Company’s actual losses from such event.  The principal amount of the catastrophe bonds will be reduced by any amounts paid to the Company under the reinsurance agreement.

 

As with any reinsurance agreement, there is credit risk associated with collecting amounts due from reinsurers. With regard to Long Point Re III, the credit risk is mitigated by a reinsurance trust account that has been funded by Long Point Re III with money market funds that invest solely in direct government obligations and obligations backed by the U.S. government with maturities of no more than 13 months. The money market funds must have a principal stability rating of at least AAAm by Standard & Poor’s on the issuance date of the bonds and thereafter must be rated by Standard & Poor’s. Other permissible investments include money market funds which invest in repurchase and reverse repurchase agreements collateralized by direct government obligations and obligations of any agency backed by the U.S. government with terms of no more than 397 calendar days, and cash.

 

At the time the agreement was entered into with Long Point Re III, the Company evaluated the applicability of the accounting guidance that addresses variable interest entities or VIEs.  Under this guidance, an entity that is formed for business purposes is considered a VIE if: (a) the equity investors lack the direct or indirect ability through voting rights or similar rights to make decisions about an entity’s activities that have a significant effect on the entity’s operations, or (b) the equity investors do not provide sufficient financial resources for the entity to support its activities.  Additionally, a company that absorbs a majority of the expected losses from a VIE’s activities or is entitled to receive a majority of the entity’s expected residual returns, or both, is considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in the company’s financial statements.

 

As a result of the evaluation of the reinsurance agreement with Long Point Re III, the Company concluded that it was a VIE because the conditions described in items (a) and (b) above were present.  However, while Long Point Re III was determined to be a VIE, the Company concluded that it did not have a variable interest in the entity, as the variability in its results, caused by the reinsurance agreement, is expected to be absorbed entirely by the investors in the catastrophe bonds issued by Long Point Re III and residual amounts earned by it, if any, are expected to be absorbed by the equity investors (the Company has neither an equity nor a residual interest in Long Point Re III).

 

Accordingly, the Company is not the primary beneficiary of Long Point Re III and does not consolidate that entity in the Company’s consolidated financial statements.  Additionally, because the Company has no intention to pursue any transaction that would result in it acquiring interest in and becoming the primary beneficiary of Long Point Re III, the consolidation of that entity in the Company’s consolidated financial statements in future periods is unlikely.

 

The Company has not incurred any losses that have resulted or are expected to result in a recovery under the Long Point Re III agreement since its inception.

 

Northeast Property Catastrophe Excess-of-Loss Reinsurance Treaty.  This treaty provides up to $800 million part of $850 million of all perils (coverage for terrorism events in limited circumstances and excludes entirely losses from nuclear, biological and radiological attacks), subject to a $2.25 billion retention, from Virginia to Maine for the period July 1, 2016 through and including June 30, 2017.  Losses from a covered event (occurring over several days) anywhere in the United States, Canada, the Caribbean and Mexico and waters contiguous thereto may be used to satisfy the retention.  Recoveries under the catastrophe bonds (if any) would be first applied to reduce losses subject to this treaty.

 

Middle Market Earthquake Catastrophe Excess-of-Loss Reinsurance Treaty.  This earthquake excess-of-loss treaty provides for up to $150 million part of $165 million of coverage, subject to a $70 million retention, for losses arising from an earthquake, including fire following and sprinkler leakage incurred under policies written by Technology, Public Sector Services and Commercial Accounts in Business Insurance for the period July 1, 2016 through and including June 30, 2017.

 

17



 

Personal Insurance Earthquake Catastrophe Excess-of-Loss Reinsurance Treaty.  This earthquake excess-of-loss treaty provides for up to $200 million of coverage, subject to a $150 million retention, for losses arising from an earthquake, including fire following and sprinkler leakage incurred under policies written by Personal Insurance for the period January 1, 2017 through December 31, 2017.

 

Canadian Property Catastrophe Excess-of-Loss Reinsurance Treaty.  This contract, effective for the period July 1, 2016 through and including June 30, 2017, covers the accumulation of net property losses arising out of one occurrence on business written by the Company’s Canadian businesses.  The treaty covers all property written by the Company’s Canadian businesses for Canadian insureds, including, but not limited to, habitational property, commercial property, inland marine, ocean marine and auto physical damages exposures, with respect to risks located worldwide, written for Canadian insureds.  The treaty provides coverage for 50% of losses in excess of C$100 million (US$74 million at December 31, 2016), up to C$200 million (US$149 million at December 31, 2016) and for 100% of losses in excess of C$200 million (US$149 million at December 31, 2016), up to C$600 million (US$446 million at December 31, 2016).

 

Other International Reinsurance Treaties.  For other business underwritten in Canada, as well as for business written in the United Kingdom, the Republic of Ireland, Brazil and in the Company’s operations at Lloyd’s, separate reinsurance protections are purchased locally that have lower net retentions more commensurate with the size of the respective local balance sheet.  The Company conducts an ongoing review of its risk and catastrophe coverages and makes changes as it deems appropriate.

 

Terrorism Risk Insurance Program.  The Terrorism Risk Insurance Program is a Federal program administered by the Department of the Treasury authorized through December 31, 2020 that provides for a system of shared public and private compensation for certain insured losses resulting from certified acts of terrorism.  For a further description of the program, including the Company’s estimated deductible under the program in 2017, see note 5 of notes to the consolidated financial statements and “Item 1ARisk Factors—Catastrophe losses could materially and adversely affect our results of operations, our financial position and/or liquidity, and could adversely impact our ratings, our ability to raise capital and the availability and cost of reinsurance” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

CLAIMS AND CLAIM ADJUSTMENT EXPENSE RESERVES

 

Claims and claim adjustment expense reserves represent management’s estimate of ultimate unpaid costs of losses and loss adjustment expenses for claims that have been reported and claims that have been incurred but not yet reported.

 

The Company continually refines its reserve estimates as part of a regular ongoing process that includes review of key assumptions, underlying variables and historical loss experience. The Company reflects adjustments to reserves in the results of operations in the periods in which the estimates are changed. In establishing reserves, the Company takes into account estimated recoveries for reinsurance, salvage and subrogation. The reserves are also reviewed regularly by qualified actuaries employed by the Company.  For additional information on the process of estimating reserves and a discussion of underlying variables and risk factors, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

 

The process of estimating loss reserves involves a high degree of judgment and is subject to a number of variables. These variables (discussed by product line in the “Critical Accounting Estimates” section of “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations”) are affected by both internal and external events, such as changes in claims handling procedures, inflation, judicial trends and legislative changes, among others. The impact of many of these items on ultimate costs for claims and claim adjustment expenses is difficult to estimate. Reserve estimation difficulties also differ significantly by product line due to differences in the underlying insurance contract (e.g., claims-made versus occurrence), claim complexity, the volume of claims, the potential severity of individual claims, the determination of the occurrence date for a claim, and reporting lags (the time between the occurrence of the insured event and when it is actually reported to the insurer). Informed judgment is applied throughout the process.

 

The Company derives estimates for unreported claims and development with respect to reported claims principally from actuarial analyses of historical patterns of loss development by accident year for each type of exposure and business unit. Similarly, the Company derives estimates of unpaid loss adjustment expenses principally from actuarial analyses of historical development patterns of the relationship of loss adjustment expenses to losses for each line of business and type of exposure. For a description of the Company’s reserving methods for asbestos and environmental claims, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asbestos Claims and Litigation,” and “—Environmental Claims and Litigation.”

 

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Certain of the Company’s claims and claim adjustment expense reserves are discounted to present value.  See note 7 of notes to the consolidated financial statements for further discussion.

 

Reserves on Statutory Accounting Basis

 

At December 31, 2016, 2015 and 2014, claims and claim adjustment expense reserves (net of reinsurance) prepared in accordance with U.S. generally accepted accounting principles (GAAP reserves) were $44 million higher, $41 million higher and $29 million higher, respectively, than those reported in the Company’s respective annual reports filed with insurance regulators, which are prepared in accordance with statutory accounting practices (statutory reserves).

 

The differences between GAAP and statutory reserves are primarily due to the differences in GAAP and statutory accounting for two items: (1) fees associated with billing of required reimbursements under large deductible business, and (2) the accounting for retroactive reinsurance.  For large deductible business, the Company pays the deductible portion of a casualty insurance claim and then seeks reimbursement from the insured, plus a fee.  This fee is reported as fee income for GAAP reporting, but as an offset to claim expenses paid for statutory reporting.  Retroactive reinsurance balances result from reinsurance placed to cover losses on insured events occurring prior to the inception of a reinsurance contract.  For GAAP reporting, retroactive reinsurance balances are included in reinsurance recoverables and result in lower net reserve amounts.  Statutory accounting practices require retroactive reinsurance balances to be recorded in other liabilities as contra-liabilities rather than in loss reserves.

 

Asbestos and Environmental Claims

 

Asbestos and environmental claims are segregated from other claims and are handled separately by the Company’s Special Liability Group, a separate unit staffed by dedicated legal, claim, finance and engineering professionals. For additional information on asbestos and environmental claims, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asbestos Claims and Litigation” and “—Environmental Claims and Litigation.”

 

INTERCOMPANY REINSURANCE POOLING ARRANGEMENTS

 

Most of the Company’s domestic insurance subsidiaries are members of an intercompany property and casualty reinsurance pooling arrangement. Pooling arrangements permit the participating companies to rely on the capacity of the entire pool’s statutory capital and surplus rather than just on its own statutory capital and surplus. Under such arrangements, the members share substantially all insurance business that is written and allocate the combined premiums, losses and expenses.

 

RATINGS

 

Ratings are an important factor in assessing the Company’s competitive position in the insurance industry. The Company receives ratings from the following major rating agencies: A.M. Best Company (A.M. Best), Fitch Ratings (Fitch), Moody’s Investors Service (Moody’s) and Standard & Poor’s Corp. (S&P). Rating agencies typically issue two types of ratings for insurance companies: claims-paying (or financial strength) ratings, which reflect the rating agency’s assessment of an insurer’s ability to meet its financial obligations to policyholders, and debt ratings, which reflect the rating agency’s assessment of a company’s prospects for repaying its debts and are considered by lenders in connection with the setting of interest rates and terms for a company’s short- and long-term borrowings. Agency ratings are not a recommendation to buy, sell or hold any security, and they may be revised or withdrawn at any time by the rating agency.  Each agency’s rating should be evaluated independently of any other agency’s rating.  The system and the number of rating categories can vary widely from rating agency to rating agency.  Customers usually focus on claims-paying ratings, while creditors focus on debt ratings. Investors use both to evaluate a company’s overall financial strength. The ratings issued on the Company or its subsidiaries by any of these agencies are announced publicly and are available on the Company’s website and from the agencies.

 

A downgrade in one or more of the Company’s claims-paying ratings could negatively impact the Company’s business volumes and competitive position because demand for certain of its products may be reduced, particularly because some customers require that the Company maintain minimum ratings to enter into, maintain or renew business with it.

 

Additionally, a downgrade in one or more of the Company’s debt ratings could adversely impact the Company’s ability to access the capital markets and other sources of funds, including in the syndicated bank loan market, and/or result in higher financing costs.  For example, downgrades in the Company’s debt ratings could result in higher interest expense under the Company’s revolving credit agreement (under which the cost of borrowing could range from LIBOR plus 87.5 basis points to LIBOR plus 150 basis points, depending on the Company’s debt ratings), the Company’s commercial paper program, or in

 

19



 

the event that the Company were to access the capital markets by issuing debt or similar types of securities.  See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a discussion of the Company’s revolving credit agreement and commercial paper program.  The Company considers the level of increased cash funding requirements in the event of a ratings downgrade as part of the evaluation of the Company’s liquidity requirements.  The Company currently believes that a one- to two-notch downgrade in its debt ratings would not result in a material increase in interest expense under its existing credit agreement and commercial paper programs.  In addition, the Company considers the impact of a ratings downgrade as part of the evaluation of its common share repurchases.

 

Claims — Paying Ratings

 

The following table summarizes the current claims-paying (or financial strength) ratings of the Travelers Reinsurance Pool, Travelers C&S Co. of America, Travelers Personal Insurance single state companies, Travelers C&S Co. of Europe, Ltd., Travelers Insurance Company of Canada, The Dominion of Canada General Insurance Company and Travelers Insurance Company Limited as of February 16, 2017.  The table presents the position of each rating in the applicable agency’s rating scale.

 

 

 

A.M. Best

 

Moody’s

 

S&P

 

Fitch

 

Travelers Reinsurance Pool (a)(b)

 

A++

(1st of 16)

 

Aa2

(3rd of 21)

 

AA

(3rd of 21)

 

AA (3rd of 21)

 

Travelers C&S Co. of America

 

A++

(1st of 16)

 

Aa2

(3rd of 21)

 

AA

(3rd of 21)

 

AA (3rd of 21)

 

First Floridian Auto and Home Ins. Co.

 

A-

(4th of 16)

 

 

 

AA (3rd of 21)

 

The Premier Insurance Company of Massachusetts

 

A

(3rd of 16)

 

 

 

 

Travelers C&S Co. of Europe, Ltd.

 

A++

(1st of 16)

 

Aa2

(3rd of 21)

 

AA

(3rd of 21)

 

 

Travelers Insurance Company of Canada

 

A++

(1st of 16)

 

 

AA-

(4th of 21)

 

 

The Dominion of Canada General Insurance Company

 

A

(3rd of 16)

 

 

 

 

Travelers Insurance Company Limited

 

A

(3rd of 16)

 

 

AA

(3rd of 21)

 

 

 


(a)          The Travelers Reinsurance Pool consists of:  The Travelers Indemnity Company, The Charter Oak Fire Insurance Company, The Phoenix Insurance Company, The Travelers Indemnity Company of Connecticut, The Travelers Indemnity Company of America, Travelers Property Casualty Company of America, Travelers Commercial Casualty Company, TravCo Insurance Company, The Travelers Home and Marine Insurance Company, Travelers Casualty and Surety Company, Northland Insurance Company, Northfield Insurance Company, Northland Casualty Company, American Equity Specialty Insurance Company, The Standard Fire Insurance Company, The Automobile Insurance Company of Hartford, Connecticut, Travelers Casualty Insurance Company of America, Farmington Casualty Company, Travelers Commercial Insurance Company, Travelers Casualty Company of Connecticut, Travelers Property Casualty Insurance Company, Travelers Personal Security Insurance Company, Travelers Personal Insurance Company, Travelers Excess and Surplus Lines Company, St. Paul Fire and Marine Insurance Company, St. Paul Surplus Lines Insurance Company, The Travelers Casualty Company, St. Paul Protective Insurance Company, Travelers Constitution State Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Discover Property & Casualty Insurance Company, Discover Specialty Insurance Company and United States Fidelity and Guaranty Company.

 

(b)          The following affiliated companies are 100% reinsured by one of the pool participants noted in (a) above: Fidelity and Guaranty Insurance Company, Gulf Underwriters Insurance Company, American Equity Insurance Company, Select Insurance Company, The Travelers Lloyds Insurance Company and Travelers Lloyds of Texas Insurance Company.

 

Debt Ratings

 

The following table summarizes the current debt, trust preferred securities and commercial paper ratings of the Company and its subsidiaries as of February 16, 2017.  The table also presents the position of each rating in the applicable agency’s rating scale.

 

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A.M. Best

 

Moody’s

 

S&P

 

Fitch

 

 

 

 

 

 

 

 

 

 

 

Senior debt

 

a+        (5th of 22)

 

A2

(6th of 21)

 

A

(6th of 22)

 

A

(6th of 22)

 

Subordinated debt

 

a-         (7th of 22)

 

A3

(7th of 21)

 

A-

(7th of 22)

 

BBB+

(8th of 22)

 

Junior subordinated debt

 

bbb+    (8th of 22)

 

A3

(7th of 21)

 

BBB+

(8th of 22)

 

BBB+

(8th of 22)

 

Trust preferred securities

 

bbb+    (8th of 22)

 

A3

(7th of 21)

 

BBB+

(8th of 22)

 

BBB+

(8th of 22)

 

Commercial paper

 

AMB-1+(1st of 6)

 

P-1

(1st of 4)

 

A-1

(2nd of 10)

 

F-1

(2nd of 8)

 

 

Rating Agency Actions

 

The following rating agency actions were taken with respect to the Company from February 11, 2016, the date on which the Company filed its Annual Report on Form 10-K for the year ended December 31, 2015, through February 16, 2017:

 

·                  On July 22, 2016, A.M. Best affirmed all ratings of the Company, except ratings for Travelers Insurance Company Limited, which were affirmed on December 23, 2016.  The outlook for all ratings is stable.

 

·                  On September 19, 2016, Fitch affirmed all ratings of the Company.  The outlook for all ratings is stable.

 

INVESTMENT OPERATIONS

 

The majority of funds available for investment are deployed in a widely diversified portfolio of high quality, liquid, taxable U.S. government, tax-exempt U.S. municipal and taxable corporate and U.S. agency mortgage-backed bonds.  The Company closely monitors the duration of its fixed maturity investments, and the Company’s investment purchases and sales are executed with the objective of having adequate funds available to satisfy its insurance and debt obligations.  Generally, the expected principal and interest payments produced by the Company’s fixed maturity portfolio adequately fund the estimated runoff of the Company’s insurance reserves.  The Company’s management of the duration of the fixed maturity investment portfolio, including its use of Treasury futures at times, has produced a duration that is less than the estimated duration of the Company’s net insurance liabilities.  The substantial amount by which the fair value of the fixed maturity portfolio exceeds the value of the net insurance liabilities, as well as the positive cash flow from newly sold policies and the large amount of high quality liquid bonds, contributes to the Company’s ability to fund claim payments without having to sell illiquid assets or access credit facilities.

 

The Company also invests much smaller amounts in equity securities, real estate, private equity limited partnerships, hedge funds, and real estate partnerships and joint ventures.  These investment classes have the potential for higher returns but also involve varying degrees of risk, including less stable rates of return and less liquidity.

 

See note 3 of notes to the consolidated financial statements for additional information regarding the Company’s investment portfolio.

 

REGULATION

 

U.S. State and Federal Regulation

 

TRV’s domestic insurance subsidiaries are collectively licensed to transact insurance business in all U.S. states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands and are subject to regulation in the various states and jurisdictions in which they transact business. The extent of regulation varies, but generally derives from statutes that delegate regulatory, supervisory and administrative authority to a department of insurance in each state and jurisdiction. The regulation, supervision and administration relate, among other things, to standards of solvency that must be met and maintained, the licensing of insurers and their agents, the nature of and limitations on investments, premium rates, restrictions on the size of risks that may be insured under a single policy, reserves and provisions for unearned premiums, losses and other obligations, deposits of securities for the benefit of policyholders, approval of policy forms and the regulation of market conduct, including the use of credit information in underwriting as well as other underwriting and claims practices.  State insurance departments also conduct periodic examinations of the financial condition and market conduct of insurance companies and require the filing of financial and other reports on a quarterly and annual basis.

 

State insurance regulation continues to evolve in response to the changing economic and business environment as well as efforts by regulators internationally to develop a consistent approach to regulation.  While the U.S. federal government has not historically regulated the insurance business, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

 

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established a Federal Insurance Office (FIO) within the U.S. Department of the Treasury.  While the FIO has limited regulatory authority, it has been active in the discussions to develop international regulatory standards for the insurance industry.  In response to these international efforts, the state insurance regulators, through the National Association of Insurance Commissioners (NAIC), are working with the Federal Reserve and the FIO to consider and develop changes to the U.S. regulatory framework.

 

These changes are evidenced by the incorporation of supervisory colleges into the U.S. regulatory framework.  A supervisory college is a forum of the regulators having jurisdictional authority over a holding company’s various insurance subsidiaries, including foreign insurance subsidiaries, convened to meet with the insurer’s executive management, to evaluate the insurer from both a group-wide and legal-entity basis.  Some of the items evaluated during the colleges include the insurer’s business strategies, enterprise risk management and corporate governance.

 

While insurance in the United States is regulated on a legal-entity basis, the NAIC has adopted changes to its Model Holding Company Act that some states, including the State of Connecticut, have enacted to allow the insurance commissioner to be designated as the group-wide supervisor (i.e., lead regulator) for the insurance holding company system based upon certain criteria, including the place of domicile of the insurance subsidiaries holding the majority of the insurance group’s premiums, assets, or liabilities.  Based upon these criteria, the State of Connecticut Insurance Department is designated as TRV’s lead regulator and conducts the supervisory colleges for the Company.

 

Insurance Regulation Concerning Dividends from Insurance Subsidiaries.  TRV’s principal domestic insurance subsidiaries are domiciled in the state of Connecticut. The Connecticut insurance holding company laws require notice to, and approval by, the state insurance commissioner for the declaration or payment of any dividend from an insurance subsidiary that, together with other distributions made within the preceding twelve months, exceeds the greater of 10% of the insurance subsidiary’s statutory capital and surplus as of the preceding December 31, or the insurance subsidiary’s net income for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices and by state regulation. This declaration or payment is further limited by adjusted unassigned surplus, as determined in accordance with statutory accounting practices.

 

The insurance holding company laws of other states in which TRV’s domestic insurance subsidiaries are domiciled generally contain similar, although in some instances somewhat more restrictive, limitations on the payment of dividends.

 

Rate and Rule Approvals.  TRV’s domestic insurance subsidiaries are subject to each state’s laws and regulations regarding rate and rule approvals.  The applicable laws and regulations generally establish standards to ensure that rates are not excessive, inadequate, unfairly discriminatory or used to engage in unfair price competition.  An insurer’s ability to adjust rates and the relative timing of the process are dependent upon each state’s requirements.  Many states have enacted variations of competitive ratemaking laws, which allow insurers to set certain premium rates for certain classes of insurance without having to obtain the prior approval of the state insurance department.

 

Requirements for Exiting Geographic Markets and/or Canceling or Nonrenewing Policies.  Several states have laws and regulations which may impact the timing and/or the ability of an insurer to either discontinue or substantially reduce its writings in that state.  These laws and regulations typically require prior notice, and in some instances insurance department approval, prior to discontinuing a line of business or withdrawing from that state, and they allow insurers to cancel or non-renew certain policies only for certain specified reasons.

 

Assessments for Guaranty Funds and Second-Injury Funds and Other Mandatory Assigned Risk and Reinsurance Arrangements.  Virtually all states require insurers licensed to do business in their state, including TRV’s domestic insurance subsidiaries, to bear a portion of the loss suffered by some claimants because of the insolvency of other insurers.  Many states also have laws that establish second-injury funds to provide compensation to injured employees for aggravation of a prior condition or injury.

 

TRV’s domestic insurance subsidiaries are also required to participate in various involuntary assigned risk pools, principally involving workers’ compensation, automobile insurance, property windpools in states prone to property damage from hurricanes and FAIR plans, as well as automobile assigned risk plans the results of which are not pooled with other carriers, which provide various insurance coverages to individuals or other entities that otherwise are unable to purchase that coverage in the voluntary market.

 

Assessments may include any charge mandated by statute or regulatory authority that is related directly or indirectly to underwriting activities.  Examples of such mechanisms include, but are not limited to, the Florida Hurricane Catastrophe Fund, Florida Citizens Property Insurance Corporation, National Workers’ Compensation Reinsurance Pool, various workers’

 

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compensation related funds (e.g., the Florida Special Disability Trust), North Carolina Beach Plan, Louisiana Citizens Property Insurance Corporation, and the Texas Windstorm Insurance Association.  Amounts payable or paid as a result of arrangements that are in substance reinsurance, including certain involuntary pools where insurers are required to assume premiums and losses from those pools, are accounted for as reinsurance (e.g., National Workers’ Compensation Reinsurance Pool, North Carolina Beach Plan).  Amounts related to assessments from arrangements that are not reinsurance are reported as a component of “General and Administrative Expenses,” such as the Florida Special Disability Trust.  For additional information concerning assessments for guaranty funds and second-injury funds and other mandatory assigned risk and reinsurance agreements including state-funding mechanisms, see “Item 1A—Risk Factors” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

Insurance Regulatory Information System. The NAIC developed the Insurance Regulatory Information System (IRIS) to help state regulators identify companies that may require regulatory attention. Financial examiners review annual financial statements and the results of key financial ratios based on year-end data with the goal of identifying insurers that appear to require immediate regulatory attention.  Each ratio has an established “usual range” of results. A ratio result falling outside the usual range, however, is not necessarily considered adverse; rather, unusual values are used as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. Generally, an insurance company may become subject to regulatory scrutiny or, depending on the company’s financial condition, regulatory action if certain of its key IRIS ratios fall outside the usual ranges and the insurer’s financial condition is trending downward.

 

Based on preliminary 2016 IRIS ratios calculated by the Company for its lead domestic insurance subsidiaries, The Travelers Indemnity Company had results outside the normal range for one IRIS ratio due to the size of its investments in certain non-fixed maturity securities, while Travelers Casualty and Surety Company and St. Paul Fire and Marine Insurance Company had results outside the normal range for one IRIS ratio due to the amount of dividends received from their subsidiaries.  In 2015, The Travelers Indemnity Company and Travelers Casualty and Surety Company had results outside the normal range for these same ratios.

 

Management does not anticipate regulatory action as a result of the 2016 IRIS ratio results for the lead insurance subsidiaries or their insurance subsidiaries.  In all instances in prior years, regulators have been satisfied upon follow-up that no regulatory action was required.

 

Risk-Based Capital (RBC) Requirements. The NAIC has an RBC requirement which sets forth minimum capital standards for most property and casualty insurance companies and is intended to raise the level of protection for policyholder obligations.  The Company’s U.S. insurance subsidiaries are subject to these NAIC RBC requirements based on laws that have been adopted by individual states.  These requirements subject insurers having policyholders’ surplus less than that required by the RBC calculation to varying degrees of regulatory action, depending on the level of capital inadequacy.  Each of the Company’s U.S. insurance subsidiaries had policyholders’ surplus at December 31, 2016 significantly above the level at which any RBC regulatory action would occur.

 

While there is currently no group regulatory capital requirement in the United States, a comparison of an insurer’s policyholders’ surplus on a combined basis to the legal entity NAIC RBC requirements on a combined basis can provide useful information regarding an insurance group’s overall capital adequacy in the U.S.  The amount of policyholders’ surplus held by the Company’s U.S. insurance subsidiaries at December 31, 2016 determined on a combined basis significantly exceeded the level at which the subsidiaries would be subject to RBC regulatory action (company action level) on a combined basis at that date.

 

The formulas have not been designed to differentiate among adequately capitalized companies that operate with levels of capital above the RBC requirement. Therefore, it is inappropriate and ineffective to use the formulas to rate or to rank these companies.

 

Investment Regulation.  Insurance company investments must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications.  At December 31, 2016, the Company was in compliance with these laws and regulations.

 

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International Regulation

 

TRV’s insurance subsidiaries based in Canada, and the Canadian branch of one of the Company’s U.S. insurance subsidiaries, are regulated for solvency purposes by the Office of the Superintendent of Financial Institutions (OSFI) under the provisions of the Insurance Companies Act (Canada).  These Canadian subsidiaries and the Canadian branch are also subject to Canadian provincial and territorial insurance legislation which regulates market conduct, including pricing, underwriting, coverage and claim conduct, in varying degrees by province/territory and by product line.

 

TRV’s insurance subsidiaries based in the United Kingdom are regulated by two regulatory bodies, The Prudential Regulation Authority (PRA) and The Financial Conduct Authority (FCA).  The PRA’s primary objective is to promote the safety and soundness of insurers for the protection of policyholders, while the FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers, (ii) to protect and enhance the integrity of the UK financial system, and (iii) to promote effective competition in the interests of consumers.  TRV’s insurance operations in the Republic of Ireland are conducted through the Irish branch of Travelers Insurance Company Limited which is supervised by the Insurance Supervision Departments of the Central Bank of Ireland (as to conduct) and also by the PRA.

 

TRV’s managing agency (Travelers Syndicate Management Limited) (TSML) of its Lloyd’s syndicate (Syndicate 5000) is also regulated by the PRA and the FCA, which have delegated certain regulatory responsibilities to the Council of Lloyd’s.  Travelers Syndicate 5000 is able to write business in over 75 jurisdictions throughout the world by virtue of Lloyd’s international licenses.  In each such jurisdiction, the policies written by TSML, as part of Lloyd’s, are subject to the laws and insurance regulations of that jurisdiction.  Travelers Underwriting Agency Limited, which as an insurance intermediary is regulated by the FCA, produces insurance business for Travelers Syndicate 5000.

 

A TRV subsidiary, Travelers Casualty and Surety Company, has a representative office in China.  The representative office is regulated by the China Insurance Regulatory Commission.  A TRV subsidiary, TCI Global Services, Inc., has a liaison office in India.  Insurance business in India is regulated by the Insurance Regulatory and Development Authority.  TRV’s Brazilian operations are regulated by the Superintendencia de Seguros Privados (SUSEP).

 

Regulators in these jurisdictions require insurance companies to maintain certain levels of capital depending on, among other things, the type and amount of insurance policies in force.  Each of the Company’s foreign insurance subsidiaries had capital above their respective regulatory requirements at December 31, 2016.

 

Insurance Holding Company Statutes

 

As a holding company, TRV is not regulated as an insurance company. However, since TRV owns capital stock in insurance subsidiaries, it is subject to state insurance holding company statutes, as well as certain other laws, of each of its insurance subsidiaries’ states of domicile. All holding company statutes, as well as other laws, require disclosure and, in some instances, prior approval of material transactions between an insurance company and an affiliate. The holding company statutes and other laws also require, among other things, prior approval of an acquisition of control of a domestic insurer, some transactions between affiliates and the payment of extraordinary dividends or distributions.

 

Insurance Regulations Concerning Change of Control.  Many state insurance regulatory laws contain provisions that require advance approval by state agencies of any change in control of an insurance company that is domiciled, or, in some cases, having substantial business that it is deemed to be commercially domiciled, in that state.

 

The laws of many states also contain provisions requiring pre-notification to state agencies prior to any change in control of a non-domestic insurance company admitted to transact business in that state. While these pre-notification statutes do not authorize the state agency to disapprove the change of control, they do authorize issuance of cease and desist orders with respect to the non-domestic insurer if it is determined that some conditions, such as undue market concentration, would result from the acquisition.

 

Any transactions that would constitute a change in control of any of TRV’s insurance subsidiaries would generally require prior approval by the insurance departments of the states in which the insurance subsidiaries are domiciled or commercially domiciled.  They may also require pre-acquisition notification in those states that have adopted pre-acquisition notification provisions and in which such insurance subsidiaries are admitted to transact business.

 

Two of TRV’s insurance subsidiaries and its operations at Lloyd’s are domiciled in the United Kingdom.  Insurers in the United Kingdom are subject to change of control restrictions, including approval of the PRA and FCA.  TRV’s insurance subsidiaries domiciled in, or authorized to conduct insurance business in, Canada are also subject to regulatory change of

 

24



 

control restrictions, including approval of OSFI.  TRV’s Brazilian operations are subject to regulatory change of control and other share transfer restrictions, including approval of SUSEP.

 

These requirements may deter, delay or prevent transactions affecting the control of or the ownership of common stock, including transactions that could be advantageous to TRV’s shareholders.

 

Regulatory Developments

 

For a discussion of domestic and international regulatory developments, see “Item 1A—Risk Factors” including “Changes in federal regulation could impose significant burdens on us and otherwise adversely impact our results” and “Regulatory changes outside of the United States, including in Canada and the European Union, could adversely impact our results of operations and limit our growth” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

ENTERPRISE RISK MANAGEMENT

 

As a large property and casualty insurance enterprise, the Company is exposed to many risks.  These risks are a function of the environments within which the Company operates.  Since certain risks can be correlated with other risks, an event or a series of events can impact multiple areas of the Company simultaneously and have a material effect on the Company’s results of operations, financial position and/or liquidity.  These exposures require an entity-wide view of risk and an understanding of the potential impact on all aspects of the Company’s operations.  It also requires the Company to manage its risk-taking to be within its risk appetite in a prudent and balanced effort to create and preserve value for all of the Company’s stakeholders.  This approach to Company-wide risk evaluation and management is commonly called Enterprise Risk Management (ERM).  ERM activities involve both the identification and assessment of a broad range of risks and the execution of synchronized strategies to effectively manage such risks.  Effective ERM also includes the determination of the Company’s risk capital needs, which takes into account regulatory requirements and credit rating considerations, in addition to economic and other factors.

 

ERM at the Company is an integral part of its business operations.  All corporate leaders and the Board of Directors are engaged in ERM.  ERM involves risk-based analytics, as well as reporting and feedback throughout the enterprise in support of the Company’s long-term financial strategies and objectives.

 

The Company uses various analyses and methods, including proprietary and third-party computer modeling processes, to make underwriting and reinsurance decisions designed to manage its exposure to catastrophic events.  In addition to catastrophe modeling and analysis, the Company also models and analyzes its exposure to other extreme events.  The Company also utilizes proprietary and third-party computer modeling processes to evaluate capital adequacy.  These analytical techniques are an integral component of the Company’s ERM process and further support the Company’s long-term financial strategies and objectives.

 

In addition to the day-to-day ERM activities within the Company’s operations, key internal risk management functions include, among others, the Management and Operating Committees (comprised of the Company’s Chief Executive Officer and the other most senior members of management), the Enterprise and Business Risk Committees of management, the Credit Committee, Chief Legal Officer, General Counsel, the Chief Ethics and Compliance Officer, the Corporate Actuarial group, the Corporate Audit group, the Corporate Controller group, the Accounting Policy group and the Enterprise Underwriting group, among others.  A senior executive team comprised of the Executive Vice President of ERM, the Chief Risk Officer and the Chief Underwriting Officer oversees the ERM process.  The mission of this team is to facilitate risk assessment and to collaborate in implementing effective risk management strategies throughout the Company.  Another strategic ERM objective of this team includes working across the Company to enhance effective and realistic risk modeling capabilities as part of the Company’s overall effort to understand and manage its portfolio of risks to be within its risk appetite.  Board oversight of ERM is provided by the Risk Committee of the Board of Directors, which reviews the strategies, processes and controls pertaining to the Company’s insurance operations and oversees the implementation, execution and performance of the Company’s ERM program.

 

The Company’s ERM efforts build upon the foundation of an effective internal control environment.  ERM expands the internal control objectives of effective and efficient operations, reliable financial reporting and compliance with applicable laws and regulations, to fostering, leading and supporting an integrated, risk-based culture within the Company that focuses on value creation and preservation.  However, the Company can provide only reasonable, not absolute, assurance that these objectives will be met.  Further, the design of any risk management or control system must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.  As a result, the possibility of material financial loss remains in spite of the Company’s significant ERM efforts.  An investor should carefully consider the risks and

 

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all of the other information set forth in this annual report, including the discussions included in “Item 1A—Risk Factors,” “Item 7A—Quantitative and Qualitative Disclosures About Market Risk,” and “Item 8—Financial Statements and Supplementary Data.”

 

OTHER INFORMATION

 

Customer Concentration

 

In the opinion of the Company’s management, no material part of the business of the Company and its subsidiaries is dependent upon a single customer or group of customers, the loss of any one of which would have a material adverse effect on the Company, and no one customer or group of affiliated customers accounts for 10% or more of the Company’s consolidated revenues.

 

Employees

 

At December 31, 2016, the Company had approximately 30,900 employees. The Company believes that its employee relations are satisfactory. None of the Company’s employees are subject to collective bargaining agreements.

 

Sources of Liquidity

 

For a discussion of the Company’s sources of funds and maturities of the long-term debt of the Company, see “Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and note 8 of notes to the consolidated financial statements.

 

Taxation

 

For a discussion of tax matters affecting the Company and its operations, see note 12 of notes to the consolidated financial statements.

 

Financial Information about Reportable Business Segments

 

For financial information regarding reportable business segments of the Company, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and note 2 of notes to the consolidated financial statements.

 

Intellectual Property

 

The Company relies on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect its intellectual property.  With respect to trademarks specifically, the Company has registrations in many countries, including the United States, for its material trademarks, including the “Travelers” name and the Company’s iconic umbrella logo. The Company has the right to retain its material trademark rights in perpetuity, so long as it satisfies the use and registration requirements of all applicable countries.  The Company regards its trademarks as highly valuable assets in marketing its products and services and vigorously seeks to protect its trademarks against infringement.  See “Item 1A—Risk Factors—Intellectual property is important to our business, and we may be unable to protect and enforce our own intellectual property or we may be subject to claims for infringing the intellectual property of others” in the Company’s 2016 Annual Report filed on February 16, 2017.

 

Company Website, Social Media and Availability of SEC Filings

 

The Company’s Internet website is www.travelers.com. Information on the Company’s website is not incorporated by reference herein and is not a part of this Form 10-K. The Company makes available free of charge on its website or provides a link on its website to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the Company’s website and under the “For Investors” heading, click on “Financial Information” then “SEC Filings.”

 

The Company may use its website and/or social media outlets, such as Facebook and Twitter, as distribution channels of material company information.  Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at http://investor.travelers.com, its Facebook page at

 

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https://www.facebook.com/travelers and its Twitter account (@Travelers) at https://www.twitter.com/Travelers.  In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Notifications” section at http://investor.travelers.com.

 

Glossary of Selected Insurance Terms

 

Accident year

 

The annual calendar accounting period in which loss events occurred, regardless of when the losses are actually reported, booked or paid.

 

 

 

Adjusted unassigned surplus

 

Unassigned surplus as of the most recent statutory annual report reduced by twenty-five percent of that year’s unrealized appreciation in value or revaluation of assets or unrealized profits on investments, as defined in that report.

 

 

 

Admitted insurer

 

A company licensed to transact insurance business within a state.

 

 

 

Agent

 

A licensed individual who sells and services insurance policies, receiving a commission from the insurer for selling the business and a fee for servicing it. An independent agent represents multiple insurance companies and searches the market for the best product for its client.

 

 

 

Annuity

 

A contract that pays a periodic benefit over the remaining life of a person (the annuitant), the lives of two or more persons or for a specified period of time.

 

 

 

Assigned risk pools

 

Reinsurance pools which cover risks for those unable to purchase insurance in the voluntary market. Possible reasons for this inability include the risk being too great or the profit being too small under the required insurance rate structure. The costs of the risks associated with these pools are charged back to insurance carriers in proportion to their direct writings.

 

 

 

Assumed reinsurance

 

Insurance risks acquired from a ceding company.

 

 

 

Book value per share

 

Total common shareholders’ equity divided by the number of common shares outstanding.

 

 

 

Broker

 

One who negotiates contracts of insurance or reinsurance on behalf of an insured party, receiving a commission from the insurer or reinsurer for placement and other services rendered.

 

 

 

Capacity

 

The percentage of statutory capital and surplus, or the dollar amount of exposure, that an insurer or reinsurer is willing or able to place at risk. Capacity may apply to a single risk, a program, a line of business or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions or indirect restrictions.

 

 

 

Captive

 

A closely-held insurance company whose primary purpose is to provide insurance coverage to the company’s owners or their affiliates.

 

 

 

Case reserves

 

Claim department estimates of anticipated future payments to be made on each specific individual reported claim.

 

 

 

Casualty insurance

 

Insurance which is primarily concerned with the losses caused by injuries to third persons, i.e., not the insured, and the legal liability imposed on the insured resulting therefrom. It includes, but is not limited to, employers’ liability, workers’ compensation, public liability, automobile liability, personal liability and aviation liability insurance. It excludes certain types of losses that by law or custom are considered as being exclusively within the scope of other types of insurance, such as fire or marine.

 

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Catastrophe

 

A severe loss caused by various natural events, including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, wildfires, severe winter weather, floods, tsunamis, volcanic eruptions and other naturally-occurring events, such as solar flares. Catastrophes can also be man-made, such as terrorist attacks and other intentionally destructive acts including those involving nuclear, biological, chemical, radiological, cyber-attacks, explosions and infrastructure failures. Each catastrophe has unique characteristics and catastrophes are not predictable as to timing or amount. Their effects are included in net and core income and claims and claim adjustment expense reserves upon occurrence. A catastrophe may result in the payment of reinsurance reinstatement premiums and assessments from various pools.

 

 

 

Catastrophe loss

 

Loss and directly identified loss adjustment expenses from catastrophes.

 

 

 

Catastrophe reinsurance

 

A form of excess-of-loss reinsurance which, subject to a specified limit, indemnifies the ceding company for the amount of loss in excess of a specified retention with respect to an accumulation of losses and related reinsurance reinstatement premiums resulting from a catastrophic event. The actual reinsurance document is called a “catastrophe cover.” These reinsurance contracts are typically designed to cover property insurance losses but can be written to cover casualty insurance losses such as from workers’ compensation policies.

 

 

 

Cede; ceding company

 

When an insurer reinsures its liability with another insurer or a “cession,” it “cedes” business and is referred to as the “ceding company.”

 

 

 

Ceded reinsurance

 

Insurance risks transferred to another company as reinsurance. See “Reinsurance.”

 

 

 

Claim

 

Request by an insured for indemnification by an insurance company for loss incurred from an insured peril.

 

 

 

Claim adjustment expenses

 

See “Loss adjustment expenses (LAE).”

 

 

 

Claims and claim adjustment expenses

 

See “Loss” and “Loss adjustment expenses (LAE).”

 

 

 

Claims and claim adjustment expense reserves

 

See “Loss reserves.”

 

 

 

Cohort

 

A group of items or individuals that share a particular statistical or demographic characteristic. For example, all claims for a given product in a given market for a given accident year would represent a cohort of claims.

 

 

 

Combined ratio

 

For Statutory Accounting Practices (SAP), the combined ratio is the sum of the SAP loss and LAE ratio and the SAP underwriting expense ratio as defined in the statutory financial statements required by insurance regulators. The combined ratio as used in this report is the equivalent of, and is calculated in the same manner as, the SAP combined ratio except that the SAP underwriting expense ratio is based on net written premium and the underwriting expense ratio as used in this report is based on net earned premiums.

The combined ratio is an indicator of the Company’s underwriting discipline, efficiency in acquiring and servicing its business and overall underwriting profitability. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an

 

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underwriting loss.

Other companies’ method of computing a similarly titled measure may not be comparable to the Company’s method of computing this ratio.

 

 

 

Commercial multi-peril policies

 

Refers to policies which cover both property and third-party liability exposures.

 

 

 

Commutation agreement

 

An agreement between a reinsurer and a ceding company whereby the reinsurer pays an agreed-upon amount in exchange for a complete discharge of all obligations, including future obligations, between the parties for reinsurance losses incurred.

 

 

 

Core income (loss)

 

Consolidated net income (loss) excluding the after-tax impact of net realized investment gains (losses), discontinued operations and cumulative effect of changes in accounting principles when applicable.

 

 

 

Core income (loss) per share

 

Core income (loss) on a per share basis.

 

 

 

Core return on equity

 

The ratio of core income to average equity excluding net unrealized investment gains and losses and discontinued operations, net of tax.

 

 

 

Debt-to-total capital ratio

 

The ratio of debt to total capitalization.

 

 

 

Debt-to-total capital ratio excluding net unrealized gain (loss) on investments

 

 

 

The ratio of debt to total capitalization excluding the after-tax impact of net unrealized investment gains and losses.

 

 

 

Deductible

 

The amount of loss that an insured retains.

 

 

 

Deferred acquisition costs (DAC)

 

Incremental direct costs of acquired and renewal insurance contracts, consisting of commissions (other than contingent commissions) and premium-related taxes that are deferred and amortized to achieve a matching of revenues and expenses when reported in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

 

 

 

Deficiency

 

With regard to reserves for a given liability, a deficiency exists when it is estimated or determined that the reserves are insufficient to pay the ultimate settlement value of the related liabilities. Where the deficiency is the result of an estimate, the estimated amount of deficiency (or even the finding of whether or not a deficiency exists) may change as new information becomes available.

 

 

 

Demand surge

 

Significant short-term increases in building material and labor costs due to a sharp increase in demand for those materials and services, commonly as a result of a large catastrophe resulting in significant widespread property damage.

 

 

 

Direct written premiums

 

The amounts charged by an insurer to insureds in exchange for coverages provided in accordance with the terms of an insurance contract. The amounts exclude the impact of all reinsurance premiums, either assumed or ceded.

 

 

 

Earned premiums or premiums earned

 

That portion of property casualty premiums written that applies to the expired portion of the policy term. Earned premiums are recognized as revenues under both SAP and GAAP.

 

 

 

Excess and surplus lines insurance

 

Insurance for risks not covered by standard insurance due to the unique nature

 

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of the risk. Risks could be placed in excess and surplus lines markets due to any number of characteristics, such as loss experience, unique or unusual exposures, or insufficient experience in business.  Excess and surplus lines are less regulated by the states, allowing greater flexibility to design specific insurance coverage and negotiate pricing based on the risks to be secured.

 

 

 

Excess liability

 

Additional casualty coverage above a layer of insurance exposures.

 

 

 

Excess-of-loss reinsurance

 

Reinsurance that indemnifies the reinsured against all or a specified portion of losses over a specified dollar amount or “retention.”

 

 

 

Exposure

 

The measure of risk used in the pricing of an insurance product.  The change in exposure is the amount of change in premium on policies that renew attributable to the change in portfolio risk.

 

 

 

Facultative reinsurance

 

The reinsurance of all or a portion of the insurance provided by a single policy. Each policy reinsured is separately negotiated.

 

 

 

Fair Access to Insurance Requirements (FAIR) Plan

 

 

A residual market mechanism which provides property insurance to those unable to obtain such insurance through the regular (voluntary) market. FAIR plans are set up on a state-by-state basis to cover only those risks in that state. For more information, see “residual market (involuntary business).”

 

 

 

Fidelity and surety programs

 

Fidelity insurance coverage protects an insured for loss due to embezzlement or misappropriation of funds by an employee. Surety is a three-party agreement in which the insurer agrees to pay a third party or make complete an obligation in response to the default, acts or omissions of an insured.

 

 

 

Gross written premiums

 

The direct and assumed contractually determined amounts charged to the policyholders for the effective period of the contract based on the terms and conditions of the insurance contract.

 

 

 

Ground-up analysis

 

A method to estimate ultimate claim costs for a given cohort of claims such as an accident year/product line component. It involves analyzing the exposure and claim activity at an individual insured level and then through the use of deterministic or stochastic scenarios and/or simulations, estimating the ultimate losses for those insureds. The total losses for the cohort are then the sum of the losses for each individual insured.

In practice, the method is sometimes simplified by performing the individual insured analysis only for the larger insureds, with the costs for the smaller insureds estimated via sampling approaches (extrapolated to the rest of the smaller insured population) or aggregate approaches (using assumptions consistent with the ground-up larger insured analysis).

 

 

 

Guaranteed cost products

 

An insurance policy where the premiums charged will not be adjusted for actual loss experience during the covered period.

 

 

 

Guaranty fund

 

A state-regulated mechanism that is financed by assessing insurers doing business in those states. Should insolvencies occur, these funds are available to meet some or all of the insolvent insurer’s obligations to policyholders.

 

 

 

Holding company liquidity

 

Total cash, short-term invested assets and other readily marketable securities held by the holding company.

 

 

 

Incurred but not reported (IBNR) reserves

 

 

Reserves for estimated losses and LAE that have been incurred but not yet reported to the insurer. This includes amounts for unreported claims,

 

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development on known cases, and re-opened claims.

 

 

 

Inland marine

 

A broad type of insurance generally covering articles that may be transported from one place to another, as well as bridges, tunnels and other instrumentalities of transportation. It includes goods in transit, generally other than transoceanic, and may include policies for movable objects such as personal effects, personal property, jewelry, furs, fine art and others.

 

 

 

IRIS ratios

 

Financial ratios calculated by the NAIC to assist state insurance departments in monitoring the financial condition of insurance companies.

 

 

 

Large deductible policy

 

An insurance policy where the customer assumes at least $25,000 or more of each loss. Typically, the insurer is responsible for paying the entire loss under those policies and then seeks reimbursement from the insured for the deductible amount.

 

 

 

Lloyd’s

 

An insurance marketplace based in London, England, where brokers, representing clients with insurable risks, deal with Lloyd’s underwriters, who represent investors. The investors are grouped together into syndicates that provide capital to insure the risks.

 

 

 

Loss

 

An occurrence that is the basis for submission and/or payment of a claim. Losses may be covered, limited or excluded from coverage, depending on the terms of the policy.

 

 

 

Loss adjustment expenses (LAE)

 

The expenses of settling claims, including legal and other fees and the portion of general expenses allocated to claim settlement costs.

 

 

 

Loss and LAE ratio

 

For SAP, the loss and LAE ratio is the ratio of incurred losses and loss adjustment expenses less certain administrative services fee income to net earned premiums as defined in the statutory financial statements required by insurance regulators. The loss and LAE ratio as used in this report is calculated in the same manner as the SAP ratio.

The loss and LAE ratio is an indicator of the Company’s underwriting discipline and underwriting profitability.

Other companies’ method of computing a similarly titled measure may not be comparable to the Company’s method of computing this ratio.

 

 

 

Loss reserves

 

Liabilities established by insurers and reinsurers to reflect the estimated cost of claims incurred that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance it has written. Reserves are established for losses and for LAE, and consist of case reserves and IBNR reserves. As the term is used in this document, “loss reserves” is meant to include reserves for both losses and LAE.

 

 

 

Loss reserve development

 

The increase or decrease in incurred claims and claim adjustment expenses as a result of the re-estimation of claims and claim adjustment expense reserves at successive valuation dates for a given group of claims. Loss reserve development may be related to prior year or current year development.

 

 

 

Losses incurred

 

The total losses sustained by an insurance company under a policy or policies, whether paid or unpaid. Incurred losses include a provision for IBNR.

 

 

 

National Association of Insurance Commissioners (NAIC)

 

 

An organization of the insurance commissioners or directors of all 50 states, the District of Columbia and the five U.S. territories organized to promote

 

31



 

 

 

consistency of regulatory practice and statutory accounting standards throughout the United States.

 

 

 

Net written premiums

 

Direct written premiums plus assumed reinsurance premiums less premiums ceded to reinsurers.

 

 

 

New business volume

 

The amount of written premium related to new policyholders and additional products sold to existing policyholders.

 

 

 

Pool

 

An organization of insurers or reinsurers through which particular types of risks are underwritten with premiums, losses and expenses being shared in agreed-upon percentages.

 

 

 

Premiums

 

The amount charged during the year on policies and contracts issued, renewed or reinsured by an insurance company.

 

 

 

Probable maximum loss (PML)

 

The maximum amount of loss that the Company would be expected to incur on a policy if a loss were to occur, giving effect to collateral, reinsurance and other factors.

 

 

 

Property insurance

 

Insurance that provides coverage to a person or business with an insurable interest in tangible property for that person’s or business’s property loss, damage or loss of use.

 

 

 

Quota share reinsurance

 

Reinsurance wherein the insurer cedes an agreed-upon fixed percentage of liabilities, premiums and losses for each policy covered on a pro rata basis.

 

 

 

Rates

 

Amounts charged per unit of insurance.

 

 

 

Redundancy

 

With regard to reserves for a given liability, a redundancy exists when it is estimated or determined that the reserves are greater than what will be needed to pay the ultimate settlement value of the related liabilities. Where the redundancy is the result of an estimate, the estimated amount of redundancy (or even the finding of whether or not a redundancy exists) may change as new information becomes available.

 

 

 

Reinstatement premiums

 

Additional premiums payable to reinsurers to restore coverage limits that have been exhausted as a result of reinsured losses under certain excess-of-loss reinsurance treaties.

 

 

 

Reinsurance

 

The practice whereby one insurer, called the reinsurer, in consideration of a premium paid to that insurer, agrees to indemnify another insurer, called the ceding company, for part or all of the liability of the ceding company under one or more policies or contracts of insurance which it has issued.

 

 

 

Reinsurance agreement

 

A contract specifying the terms of a reinsurance transaction.

 

 

 

Renewal premium change

 

The estimated change in average premium on policies that renew, including rate and exposure changes. Such statistics are subject to change based on a number of factors, including changes in estimates.

 

 

 

Renewal rate change

 

The estimated change in average premium on policies that renew, excluding exposure changes. Such statistics are subject to change based on a number of factors, including changes in estimates.

 

 

 

Residual market (involuntary business)

 

 

Insurance market which provides coverage for risks for those unable to purchase insurance in the voluntary market. Possible reasons for this inability include the risks being too great or the profit potential too small under the

 

32



 

 

 

required insurance rate structure. Residual markets are frequently created by state legislation either because of lack of available coverage such as: property coverage in a windstorm prone area or protection of the accident victim as in the case of workers’ compensation. The costs of the residual market are usually charged back to the direct insurance carriers in proportion to the carriers’ voluntary market shares for the type of coverage involved.

 

 

 

Retention

 

The amount of exposure a policyholder company retains on any one risk or group of risks. The term may apply to an insurance policy, where the policyholder is an individual, family or business, or a reinsurance policy, where the policyholder is an insurance company.

 

 

 

Retention rate

 

The percentage of prior period premiums (excluding renewal premium changes), accounts or policies available for renewal in the current period that were renewed. Such statistics are subject to change based on a number of factors, including changes in estimates.

 

 

 

Retrospective premiums

 

Premiums related to retrospectively rated policies.

 

 

 

Retrospective rating

 

A plan or method which permits adjustment of the final premium or commission on the basis of actual loss experience, subject to certain minimum and maximum limits.

 

 

 

Return on equity

 

The ratio of net income (loss) less preferred dividends to average shareholders’ equity.

 

 

 

Risk-based capital (RBC)

 

A measure adopted by the NAIC and enacted by states for determining the minimum statutory policyholders’ surplus requirements of insurers. Insurers having total adjusted capital less than that required by the RBC calculation will be subject to varying degrees of regulatory action depending on the level of capital inadequacy.

 

 

 

Risk retention group

 

An alternative form of insurance in which members of a similar profession or business band together to self insure their risks.

 

 

 

Runoff business

 

An operation which has been determined to be nonstrategic; includes non-renewals of in-force policies and a cessation of writing new business, where allowed by law.

 

 

 

Salvage

 

The amount of money an insurer recovers through the sale of property transferred to the insurer as a result of a loss payment.

 

 

 

S-curve method

 

A mathematical function which depicts an initial slow change, followed by a rapid change and then ending in a slow change again. This results in an “S” shaped line when depicted graphically. The actuarial application of these curves fit the reported data to date for a particular cohort of claims to an S-curve to project future activity for that cohort.

 

 

 

Second-injury fund

 

The employer of an injured, impaired worker is responsible only for the workers’ compensation benefit for the most recent injury; the second-injury fund would cover the cost of any additional benefits for aggravation of a prior condition. The cost is shared by the insurance industry and self-insureds, funded through assessments to insurance companies and self-insureds based on either premiums or losses.

 

 

 

Segment income (loss)

 

Comparable to core income (loss) on a segment basis.

 

 

 

Self-insured retentions

 

That portion of the risk retained by a person for its own account.

 

33



 

Servicing carrier

 

An insurance company that provides, for a fee, various services including policy issuance, claims adjusting and customer service for insureds in a reinsurance pool.

 

 

 

Statutory accounting practices (SAP)

 

The practices and procedures prescribed or permitted by domiciliary state insurance regulatory authorities in the United States for recording transactions and preparing financial statements. SAP generally reflect a modified going concern basis of accounting.

 

 

 

Statutory capital and surplus

 

The excess of an insurance company’s admitted assets over its liabilities, including loss reserves, as determined in accordance with SAP. Admitted assets are assets of an insurer prescribed or permitted by a state to be recognized on the statutory balance sheet. Statutory capital and surplus is also referred to as “statutory surplus” or “policyholders’ surplus.”

 

 

 

Statutory net income

 

As determined under SAP, total revenues less total expenses and income taxes.

 

 

 

Structured settlements

 

Periodic payments to an injured person or survivor for a determined number of years or for life, typically in settlement of a claim under a liability policy, usually funded through the purchase of an annuity.

 

 

 

Subrogation

 

A principle of law incorporated in insurance policies, which enables an insurance company, after paying a claim under a policy, to recover the amount of the loss from another person or entity who is legally liable for it.

 

 

 

Tenure impact

 

As new business volume increases and accounts for a greater percentage of earned premiums, the loss and LAE ratio generally worsens initially, as the loss and LAE ratio for new business is generally higher than the ratio for business that has been retained for longer periods. As poorer performing business leaves and pricing segmentation improves on renewal of the business that is retained, the loss and LAE ratio is expected to improve in future years.

 

 

 

Third-party liability

 

A liability owed to a claimant (third party) who is not one of the two parties to the insurance contract. Insured liability claims are referred to as third-party claims.

 

 

 

Total capitalization

 

The sum of total shareholders’ equity and debt.

 

 

 

Treaty reinsurance

 

The reinsurance of a specified type or category of risks defined in a reinsurance agreement (a “treaty”) between a primary insurer or other reinsured and a reinsurer. Typically, in treaty reinsurance, the primary insurer or reinsured is obligated to offer and the reinsurer is obligated to accept a specified portion of all that type or category of risks originally written by the primary insurer or reinsured.

 

 

 

Umbrella coverage

 

A form of insurance protection against losses in excess of amounts covered by other liability insurance policies or amounts not covered by the usual liability policies.

 

 

 

Unassigned surplus

 

The undistributed and unappropriated amount of statutory capital and surplus.

 

 

 

Underlying combined ratio

 

The underlying combined ratio is the sum of the underlying loss and LAE ratio and the underlying underwriting expense ratio. The underlying combined ratio is an indicator of the Company’s underwriting discipline and underwriting profitability for the current accident year.

 

34



 

Underlying loss and LAE ratio

 

The underlying loss and LAE ratio is the loss and LAE ratio, adjusted to exclude the impact of catastrophes and prior year reserve development. The underlying loss and LAE ratio is an indicator of the Company’s underwriting discipline and underwriting profitability for the current accident year.

 

 

 

Underlying underwriting expense ratio

 

The underlying underwriting expense ratio is the underwriting expense ratio adjusted to exclude the impact of catastrophes.

 

 

 

Underlying underwriting margin

 

Net earned premiums and fee income less claims and claim adjustment expenses (excluding catastrophe losses and prior year reserve development) and insurance-related expenses. 

 

 

 

Underwriter

 

An employee of an insurance company who examines, accepts or rejects risks and classifies accepted risks in order to charge an appropriate premium for each accepted risk. The underwriter is expected to select business that will produce an average risk of loss no greater than that anticipated for the class of business.

 

 

 

Underwriting

 

The insurer’s or reinsurer’s process of reviewing applications for insurance coverage, and the decision as to whether to accept all or part of the coverage and determination of the applicable premiums; also refers to the acceptance of that coverage.

 

 

 

Underwriting expense ratio

 

For SAP, the underwriting expense ratio is the ratio of underwriting expenses incurred (including commissions paid), less certain administrative services fee income and billing and policy fees, to net written premiums as defined in the statutory financial statements required by insurance regulators. The underwriting expense ratio as used in this report is the ratio of underwriting expenses (including the amortization of deferred acquisition costs), less certain administrative services fee income, billing and policy fees and other, to net earned premiums.

The underwriting expense ratio is an indicator of the Company’s efficiency in acquiring and servicing its business.

Other companies’ method of computing a similarly titled measure may not be comparable to the Company’s method of computing this ratio.

 

 

 

Underwriting gain or loss

 

Net earned premiums and fee income less claims and claim adjustment expenses and insurance-related expenses.

 

 

 

Unearned premium

 

The portion of premiums written that is allocable to the unexpired portion of the policy term.

 

 

 

Voluntary market

 

The market in which a person seeking insurance obtains coverage without the assistance of residual market mechanisms.

 

 

 

Wholesale broker

 

An independent or exclusive agent that represents both admitted and non-admitted insurers in market areas, which include standard, non-standard, specialty and excess and surplus lines of insurance. The wholesaler does not deal directly with the insurance consumer. The wholesaler deals with the retail agent or broker.

 

 

 

Workers’ compensation

 

A system (established under state and federal laws) under which employers provide insurance for benefit payments to their employees for work-related injuries, deaths and diseases, regardless of fault.

 

35



 

Item 7.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a discussion and analysis of the Company’s financial condition and results of operations.

 

FINANCIAL HIGHLIGHTS

 

2016 Consolidated Results of Operations

 

·                  Net income of $3.01 billion, or $10.39 per share basic and $10.28 per share diluted

·                  Net earned premiums of $24.53 billion

·                  Catastrophe losses of $877 million ($576 million after-tax)

·                  Net favorable prior year reserve development of $771 million ($510 million after-tax)

·                  Combined ratio of 92.0%

·                  Net investment income of $2.30 billion ($1.85 billion after-tax)

·                  Operating cash flows of $4.20 billion

 

2016 Consolidated Financial Condition

 

·                  Total investments of $70.49 billion; fixed maturities and short-term securities comprise 93% of total investments

·                  Total assets of $100.25 billion

·                  Total debt of $6.44 billion, resulting in a debt-to-total capital ratio of 21.7% (22.3% excluding net unrealized investment gains, net of tax)

·                  Repurchased 21.9 million common shares for total cost of $2.47 billion and paid $757 million of dividends to shareholders

·                  Shareholders’ equity of $23.22 billion

·                  Net unrealized investment gains of $1.11 billion ($730 million after-tax)

·                  Book value per common share of $83.05

·                  Holding company liquidity of $1.68 billion

 

Realignment of Reportable Business Segments

 

Effective April 1, 2017, the Company’s results are being reported in the following three business segments — Business Insurance, Bond & Specialty Insurance and Personal Insurance, reflecting a change in the manner in which the Company’s businesses are being managed as of that date, as well as the aggregation of products and services based on the type of customer, how the business is marketed and the manner in which risks are underwritten.  While the segmentation of the Company’s domestic businesses is unchanged, the Company’s international businesses, which were previously managed and reported in total within the Business and International Insurance segment, are now being disaggregated by product type among the three newly aligned reportable business segments.  All prior periods presented have been reclassified to conform to this presentation.

 

In connection with these changes, the Company has revised the names and descriptions of certain businesses comprising the Company’s segments and has reflected other related changes.  The following discussion of segment results is based on the realigned reportable business segment structure effective April 1, 2017.

 

36



 

CONSOLIDATED OVERVIEW

 

Consolidated Results of Operations

 

(for the year ended December 31, in millions except per share amounts)

 

2016

 

2015

 

2014

 

Revenues

 

 

 

 

 

 

 

Premiums

 

$

24,534

 

$

23,874

 

$

23,713

 

Net investment income

 

2,302

 

2,379

 

2,787

 

Fee income

 

458

 

460

 

450

 

Net realized investment gains

 

68

 

3

 

79

 

Other revenues

 

263

 

99

 

145

 

Total revenues

 

27,625

 

26,815

 

27,174

 

Claims and expenses

 

 

 

 

 

 

 

Claims and claim adjustment expenses

 

15,070

 

13,723

 

13,870

 

Amortization of deferred acquisition costs

 

3,985

 

3,885

 

3,882

 

General and administrative expenses

 

4,154

 

4,094

 

3,964

 

Interest expense

 

363

 

373

 

369

 

Total claims and expenses

 

23,572

 

22,075

 

22,085

 

Income before income taxes

 

4,053

 

4,740

 

5,089

 

Income tax expense

 

1,039

 

1,301

 

1,397

 

Net income

 

$

3,014

 

$

3,439

 

$

3,692

 

Net income per share

 

 

 

 

 

 

 

Basic

 

$

10.39

 

$

10.99

 

$

10.82

 

Diluted

 

$

10.28

 

$

10.88

 

$

10.70

 

Combined ratio

 

 

 

 

 

 

 

Loss and loss adjustment expense ratio

 

60.5

%

56.6

%

57.6

%

Underwriting expense ratio

 

31.5

 

31.7

 

31.4

 

Combined ratio

 

92.0

%

88.3

%

89.0

%

 

The following discussions of the Company’s net income and segment income are presented on an after-tax basis.  Discussions of the components of net income and segment income are presented on a pre-tax basis, unless otherwise noted.  Discussions of earnings per common share are presented on a diluted basis.

 

Overview

 

Diluted net income per share of $10.28 in 2016 decreased by 6% from diluted net income per share of $10.88 in 2015.  Net income of $3.01 billion in 2016 decreased by 12% from net income of $3.44 billion in 2015.  The lower rate of decrease in diluted net income per share reflected the impact of share repurchases in recent periods.  The decrease in net income primarily reflected the pre-tax impacts of (i) higher catastrophe losses, (ii) lower underwriting margins excluding catastrophe losses and prior year reserve development (“underlying underwriting margins”), (iii) lower net favorable prior year reserve development and (iv) lower net investment income, partially offset by (v) higher other revenues and (vi) higher net realized investment gains.  Catastrophe losses in 2016 and 2015 were $877 million and $514 million, respectively.  Net favorable prior year reserve development in 2016 and 2015 was $771 million and $941 million, respectively.  The lower underlying underwriting margins primarily resulted from (i) higher loss estimates in the personal automobile product line for bodily injury liability coverages, (ii) the impact of loss cost trends that modestly exceeded earned pricing in Business Insurance and (iii) higher general and administrative expenses.  Partially offsetting this net pre-tax decrease in income was a related decrease in income tax expense.

 

Diluted net income per share of $10.88 in 2015 increased by 2% over diluted net income per share of $10.70 in 2014.  Net income of $3.44 billion in 2015 decreased by 7% from net income of $3.69 billion in 2014.  The percentage increase in diluted net income per share compared with the percentage decrease in net income reflected the impact of share repurchases in recent periods.  The decrease in net income primarily reflected the pre-tax impacts of (i) lower net investment income, (ii) lower net realized investment gains, (iii) a decline in other revenues and (iv) slightly lower underlying underwriting margins, partially offset by (v) lower catastrophe losses.  Catastrophe losses in 2015 and 2014 were $514 million and $709 million, respectively.  Net favorable prior year reserve development in both 2015 and 2014 was $941 million.  Partially offsetting this

 

37



 

net pre-tax decrease in income was a related decrease in income tax expense. In addition, income tax expense in 2015 was reduced by $32 million as a result of the resolution of prior year tax matters.

 

The Company has insurance operations in Canada, the United Kingdom and the Republic of Ireland, as well as in Brazil, primarily through a joint venture.  Because these operations are conducted in local currencies other than the U.S. dollar, the Company is subject to changes in foreign currency exchange rates.  For the years ended December 31, 2016, 2015 and 2014, changes in foreign currency exchange rates had the impact of lowering the reported line items in the statement of income by insignificant amounts.  The impact of these changes was not material to the Company’s net income or segment income in any of the Company’s reportable business segments for the years reported.

 

Revenues

 

Earned Premiums

 

Earned premiums in 2016 were $24.53 billion, $660 million or 3% higher than in 2015. In Business Insurance, earned premiums in 2016 increased by 1% over 2015.  In Bond & Specialty Insurance, earned premiums in 2016 were comparable to 2015.  In Personal Insurance, earned premiums in 2016 increased by 6% over 2015.  Earned premiums in 2015 were $23.87 billion, $161 million or 1% higher than in 2014.  In Business Insurance, earned premiums in 2015 increased by 1% over 2014.  In each of Bond & Specialty Insurance and Personal Insurance, earned premiums in 2015 were comparable to 2014.

 

Factors contributing to the changes in earned premiums in each segment in 2016 and 2015 compared with the respective prior year are discussed in more detail in the segment discussions that follow.

 

Net Investment Income

 

The following table sets forth information regarding the Company’s investments.

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Average investments (1)

 

$

70,246

 

$

70,627

 

$

72,049

 

Pre-tax net investment income

 

2,302

 

2,379

 

2,787

 

After-tax net investment income

 

1,846

 

1,905

 

2,216

 

Average pre-tax yield (2)

 

3.3

%

3.4

%

3.9

%

Average after-tax yield (2)

 

2.6

%

2.7

%

3.1

%

 


(1)                  Excludes net unrealized investment gains and losses and reflects cash, receivables for investment sales, payables on investment purchases and accrued investment income.

(2)                  Excludes net realized and net unrealized investment gains and losses.

 

Net investment income in 2016 was $2.30 billion, $77 million or 3% lower than in 2015.  Net investment income from fixed maturity investments in 2016 was $1.98 billion, $110 million lower than in 2015.  The decrease primarily resulted from lower long-term reinvestment rates available in the market and a modestly lower amount of fixed income investments that were impacted by the Company’s $524 million payment related to the settlement of the PPG Industries, Inc. litigation in the second quarter of 2016.  Net investment income from short-term securities in 2016 was $29 million, $17 million higher than in 2015, primarily due to higher short-term interest rates.  Net investment income generated by non-fixed maturity investments in 2016 was $330 million, $13 million higher than in 2015, primarily due to higher returns from private equity limited partnerships, partially offset by lower returns from real estate partnerships.

 

Net investment income in 2015 was $2.38 billion, $408 million or 15% lower than in 2014.  Investment income from fixed maturity investments in 2015 was $2.09 billion, $153 million lower than in 2014.  The decrease primarily resulted from lower long-term reinvestment rates available in the market and a modestly lower amount of fixed income investments that were impacted by the Company’s $579 million payment in the first quarter of 2015 related to the settlement of the Asbestos Direct Action Litigation.  Investment income generated by non-fixed maturity investments in 2015 was $317 million, $256 million lower than in 2014 primarily due to lower returns from private equity limited partnerships and hedge fund investments.  Returns from private equity limited partnerships in 2015 were impacted by lower valuations for energy-related investments.

 

Fee Income

 

The National Accounts market in Business Insurance is the primary source of the Company’s fee-based business.  Fee income is described in more detail in Business Insurance discussion that follows.

 

38



 

Net Realized Investment Gains

 

The following table sets forth information regarding the Company’s net pre-tax realized investment gains.

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Net Realized Investment Gains

 

 

 

 

 

 

 

Other-than-temporary impairment losses

 

$

(29

)

$

(52

)

$

(26

)

Other net realized investment gains

 

97

 

55

 

105

 

Net realized investment gains

 

$

68

 

$

3

 

$

79

 

 

Other Net Realized Investment Gains

 

Other net realized investment gains in 2016 included $59 million of net realized gains related to fixed maturity investments, $14 million of net realized investment gains related to equity securities, $7 million of net realized investment gains from real estate sales and $17 million of net realized investment gains related to other investments.

 

Other net realized investment gains in 2015 included $81 million of net realized gains related to fixed maturity investments, $6 million of net realized investment gains related to equity securities, $2 million of net realized investment gains from real estate sales and $34 million of net realized investment losses related to other investments.  The net realized investment losses related to other investments included $26 million of realized foreign exchange translation losses incurred in connection with the Company’s increased ownership of Travelers Participações em Seguros Brasil S.A.

 

Other net realized investment gains in 2014 included $35 million of net realized gains resulting from the sale of substantially all of one of the Company’s real estate joint venture investments.  The remaining $70 million of other net realized gains in 2014 were primarily driven by $32 million of net realized investment gains related to fixed maturity investments, $24 million of net realized investment gains related to equity securities, $8 million of net realized investment gains related to other investments and $6 million of net realized investment gains from other real estate sales.

 

Other Revenues

 

Other revenues in all years presented included installment premium charges. Other revenues in 2016 also included a $126 million gain related to the favorable settlement of a reinsurance dispute (discussed in more detail in note 16 of notes to the consolidated financial statements), as well as proceeds from the favorable settlement of a claims-related legal matter.  Other revenues in 2014 also included revenues associated with the runoff of the Company’s National Flood Insurance Program (NFIP) business that was sold on a renewal rights basis in 2013.

 

Claims and Expenses

 

Claims and Claim Adjustment Expenses

 

Claims and claim adjustment expenses in 2016 were $15.07 billion, $1.35 billion or 10% higher than in 2015, primarily reflecting the impacts of (i) higher volumes of insured exposures, (ii) loss cost trends, (iii) higher catastrophe losses, (iv) lower net favorable prior year reserve development and (v) higher loss estimates in the personal automobile product line for bodily injury liability coverages, partially offset by (vi) lower levels of what the Company defines as large losses.  Catastrophe losses in 2016 included losses from Hurricane Matthew, wind and hail storms in several regions of the United States, flooding in the Southeast region of the United States, wildfires in Canada and Tennessee, and winter storms in the eastern United States.

 

Claims and claim adjustment expenses in 2015 were $13.72 billion, $147 million or 1% lower than in 2014, primarily reflecting the impacts of (i) lower catastrophe losses and (ii) lower non-catastrophe weather-related losses, partially offset by (iii) loss cost trends.  Catastrophe losses in 2015 included wildfires in California, hail and wind storms in several regions of the United States and winter storms in several regions of the United States.  Catastrophe losses in 2014 included multiple wind and hail storms in several regions of the United States and a winter storm in the Mid-Atlantic, Midwestern and Southeastern regions of the United States.

 

Factors contributing to net favorable prior year reserve development in each segment for the years ended December 31, 2016, 2015 and 2014 are discussed in more detail in note 7 of notes to the consolidated financial statements.

 

Significant Catastrophe Losses

 

The Company defines a “catastrophe” as an event that:

 

39



 

·            is designated a catastrophe by internationally recognized organizations that track and report on insured losses resulting from catastrophic events, such as Property Claim Services (PCS) for events in the United States and Canada; and

 

·            the Company’s estimates of its ultimate losses before reinsurance and taxes exceed a pre-established dollar threshold.

 

The Company’s threshold for disclosing catastrophes is primarily determined at the reportable segment level. If a threshold for one segment or a combination thereof is exceeded and the other segments have losses from the same event, losses from the event are identified as catastrophe losses in the segment results and for the consolidated results of the Company.  Additionally, an aggregate threshold is applied for International business across all reportable segments. The threshold for 2016 ranged from approximately $17 million to $30 million of losses before reinsurance and taxes.

 

The following table presents the amount of losses recorded by the Company for significant catastrophes that occurred in 2016, 2015 and 2014, the amount of related net unfavorable (favorable) prior year reserve development recognized in subsequent years, and the estimate of ultimate losses for those catastrophes at December 31, 2016, 2015 and 2014.  For purposes of the table, a significant catastrophe is an event for which the Company estimates its ultimate losses will be $100 million or more after reinsurance and before taxes.

 

 

 

Losses Incurred / Unfavorable (Favorable)
Prior Year Reserve Development for the Year
Ended December 31,

 

Estimated Ultimate Losses at
December 31,

 

(in millions, pre-tax and net of reinsurance)

 

2016

 

2015

 

2014

 

2016

 

2015

 

2014

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

PCS Serial Number:

 

 

 

 

 

 

 

 

 

 

 

 

 

32 — Winter storm

 

$

(1

)

$

(5

)

$

144

 

$

138

 

$

139

 

$

144

 

43 — Severe wind and hail storms

 

5

 

(4

)

180

 

181

 

176

 

180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

PCS Serial Number:

 

 

 

 

 

 

 

 

 

 

 

 

 

68 — Winter storm

 

(11

)

140

 

n/a

 

129

 

140

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

PCS Serial Number:

 

 

 

 

 

 

 

 

 

 

 

 

 

21 — Severe wind and hail storms

 

150

 

n/a

 

n/a

 

150

 

n/a

 

n/a

 

25 — Severe wind and hail storms

 

168

 

n/a

 

n/a

 

168

 

n/a

 

n/a

 

 


n/a: not applicable.

 

Amortization of Deferred Acquisition Costs

 

Amortization of deferred acquisition costs in 2016 was $3.99 billion, $100 million or 3% higher than in 2015.  Amortization of deferred acquisition costs in 2015 was $3.89 billion, comparable with 2014.  Amortization of deferred acquisition costs is discussed in more detail in the segment discussions that follow.

 

General and Administrative Expenses

 

General and administrative expenses in 2016 were $4.15 billion, $60 million or 1% higher than in 2015.  General and administrative expenses in 2015 were $4.09 billion, $130 million or 3% higher than in 2014.  The increase in 2015 primarily reflected the impact of a $76 million first quarter 2014 reduction in the estimated liability for state assessments related to workers’ compensation premiums.  General and administrative expenses are discussed in more detail in the segment discussions that follow.

 

Interest Expense

 

Interest expense in 2016, 2015 and 2014 was $363 million, $373 million and $369 million, respectively.

 

Income Tax Expense

 

Income tax expense in 2016 was $1.04 billion, $262 million or 20% lower than in 2015, primarily reflecting the impact of the $687 million decrease in income before income taxes in 2016.  Income tax expense in 2015 was $1.30 billion, $96 million or 7% lower than in 2014, primarily reflecting the impact of the $349 million decrease in income before income taxes in 2015 and the $32 million reduction in income tax expense in 2015 resulting from the resolution of prior year tax matters.

 

40



 

The Company’s effective tax rate was 26%, 27% and 27% in 2016, 2015 and 2014, respectively.  The effective tax rates in all years were lower than the statutory rate of 35% primarily due to the impact of tax-exempt investment income on the calculation of the Company’s income tax provision.

 

Combined Ratio

 

The combined ratio of 92.0% in 2016 was 3.7 points higher than the combined ratio of 88.3% in 2015.

 

The loss and loss adjustment expense ratio of 60.5% in 2016 was 3.9 points higher than the loss and loss adjustment expense ratio of 56.6% in the same period of 2015.  Catastrophe losses accounted for 3.6 points and 2.1 points of the 2016 and 2015 loss and loss adjustment expense ratios, respectively.  Net favorable prior year reserve development in 2016 and 2015 provided 3.2 points and 3.9 points of benefit, respectively, to the loss and loss adjustment expense ratio.  The loss and loss adjustment expense ratio excluding catastrophe losses and prior year reserve development (“underlying loss and loss adjustment expense ratio”) in 2016 was 1.7 points higher than the 2015 ratio on the same basis, primarily reflecting (i) higher loss estimates in the personal automobile product line for bodily injury liability coverages and (ii) the impact of loss cost trends that modestly exceeded earned pricing in Business Insurance, partially offset by (iii) lower levels of what the Company defines as large losses.

 

The underwriting expense ratio of 31.5% was 0.2 points lower than the underwriting expense ratio of 31.7% in 2015.

 

The combined ratio of 88.3% in 2015 was 0.7 points lower than the combined ratio of 89.0% in 2014.

 

The loss and loss adjustment expense ratio of 56.6% in 2015 was 1.0 points lower than the loss and loss adjustment expense ratio of 57.6% in 2014.  Catastrophe losses accounted for 2.1 points and 3.0 points of the 2015 and 2014 loss and loss adjustment expense ratios, respectively.  Net favorable prior year reserve development in 2015 and 2014 provided 3.9 points of benefit to the loss and loss adjustment expense ratio in each year.  The underlying loss and loss adjustment expense ratio in 2015 was 0.1 points lower than the 2014 ratio on the same basis.

 

The underwriting expense ratio of 31.7% in 2015 was 0.3 points higher than the underwriting expense ratio of 31.4% in 2014, primarily reflecting the impact of the first quarter 2014 reduction in the estimated liability for state assessments to be paid by the Company related to workers’ compensation premiums in Business Insurance.

 

Written Premiums

 

Consolidated gross and net written premiums were as follows:

 

 

 

Gross Written Premiums

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Business Insurance

 

$

15,232

 

$

15,218

 

$

15,161

 

Bond & Specialty Insurance

 

2,372

 

2,367

 

2,396

 

Personal Insurance

 

8,891

 

8,197

 

8,075

 

Total

 

$

26,495

 

$

25,782

 

$

25,632

 

 

 

 

Net Written Premiums

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Business Insurance

 

$

13,900

 

$

13,774

 

$

13,677

 

Bond & Specialty Insurance

 

2,271

 

2,273

 

2,294

 

Personal Insurance

 

8,787

 

8,074

 

7,933

 

Total

 

$

24,958

 

$

24,121

 

$

23,904

 

 

Gross and net written premiums in 2016 both increased by 3% over 2015.  Gross and net written premiums in 2015 both increased by 1% over 2014.  Factors contributing to the changes in gross and net written premiums in each segment in 2016 and 2015 as compared with the respective prior year are discussed in more detail in the segment discussions that follow.

 

41



 

RESULTS OF OPERATIONS BY SEGMENT

 

Business Insurance

 

Results of Business Insurance were as follows:

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Revenues:

 

 

 

 

 

 

 

Earned premiums

 

$

13,855

 

$

13,698

 

$

13,515

 

Net investment income

 

1,701

 

1,757

 

2,072

 

Fee income

 

442

 

445

 

438

 

Other revenues

 

168

 

17

 

34

 

Total revenues

 

$

16,166

 

$

15,917

 

$

16,059

 

Total claims and expenses

 

$

13,528

 

$

13,096

 

$

12,967

 

Segment income

 

$

1,982

 

$

2,077

 

$

2,297

 

Loss and loss adjustment expense ratio

 

61.7

%

59.9

%

61.1

%

Underwriting expense ratio

 

32.4

 

32.1

 

31.3

 

Combined ratio

 

94.1

%

92.0

%

92.4

%

 

Overview

 

Segment income in 2016 was $1.98 billion, $95 million or 5% lower than segment income of $2.08 billion in 2015, primarily reflecting the pre-tax impacts of (i) higher catastrophe losses, (ii) lower underlying underwriting margins and (iii) lower net investment income, partially offset by (iv) higher other revenues and (v) higher net favorable prior year reserve development.  Catastrophe losses in 2016 and 2015 were $463 million and $245 million, respectively.  Net favorable prior year reserve development in 2016 and 2015 was $424 million and $332 million, respectively.  The lower underlying underwriting margins primarily resulted from (i) the impact of loss cost trends that modestly exceeded earned pricing and (ii) higher general and administrative expenses, partially offset by (iii) lower levels of what the Company defines as large losses.  Partially offsetting this net pre-tax decrease in segment income was a related decrease in income tax expense.

 

Segment income in 2015 was $2.08 billion, $220 million or 10% lower than segment income of $2.30 billion in 2014, primarily reflecting the pre-tax impacts of (i) lower net investment income and (ii) lower underlying underwriting margins, partially offset by (iii) lower catastrophe losses.  Catastrophe losses in 2015 and 2014 were $245 million and $365 million, respectively.  Net favorable prior year reserve development in 2015 and 2014 was $332 million and $347 million, respectively.  The lower underlying underwriting margins primarily resulted from the pre-tax impact of (i) a 2014 reduction in the estimated liability for state assessments to be paid by the Company related to workers’ compensation premiums, partially offset by (ii) lower non-catastrophe weather-related losses.  Partially offsetting this net pre-tax decrease in segment income was a related decrease in income tax expense.  In addition, income tax expense in 2015 was reduced by $12 million as a result of the resolution of prior year tax matters.

 

Revenues

 

Earned Premiums

 

Earned premiums of $13.86 billion in 2016 were $157 million or 1% higher than in 2015.  Earned premiums of $13.70 billion in 2015 were $183 million or 1% higher than in 2014.

 

Net Investment Income

 

Net investment income in 2016 was $1.70 billion, $56 million or 3% lower than in 2015.  Net investment income in 2015 was $1.76 billion, $315 million or 15% lower than in 2014.  Included in Business Insurance are certain legal entities whose invested assets and related net investment income are reported exclusively in this segment and not allocated among all business segments.  Refer to the “Net Investment Income” section of the “Consolidated Results of Operations” discussion for a description of the factors contributing to the declines in the Company’s consolidated net investment income in 2016 and 2015 compared with the respective prior years. In addition, refer to note 2 of notes to the consolidated financial statements for a discussion of the Company’s net investment income allocation methodology.

 

42



 

Fee Income

 

National Accounts is the primary source of fee income due to its service businesses, which include claim and loss prevention services to large companies that choose to self-insure a portion of their insurance risks, as well as claims and policy management services to workers’ compensation residual market pools.  Fee income in 2016 was $442 million, 1% lower than in 2015.  Fee income in 2015 was $445 million, $7 million or 2% higher than in 2014.  The increase in 2015 primarily reflected higher serviced premium volume in workers’ compensation residual market pools and higher claim volume in the large deductible business.

 

Other Revenues

 

Other revenues in 2016 included a $126 million gain related to the favorable settlement of a reinsurance dispute (discussed in more detail in note 16 of notes to the consolidated financial statements), as well as proceeds from a favorable settlement of a claims-related legal matter.

 

Claims and Expenses

 

Claims and Claim Adjustment Expenses

 

Claims and claim adjustment expenses in 2016 were $8.75 billion, $344 million or 4% higher than in 2015, primarily reflecting the impacts of (i) loss cost trends and (ii) higher catastrophe losses, partially offset by (iii) lower levels of what the Company defines as large losses.  Claims and claim adjustment expenses in 2015 were $8.41 billion, $49 million or 1% lower than in 2014, primarily reflecting the impacts of (i) lower catastrophe losses and (ii) lower non-catastrophe weather-related losses, partially offset by (iii) the impact of loss cost trends and (iv) lower net favorable prior year reserve development.  Factors contributing to net favorable prior year reserve development during the years ended December 31, 2016, 2015 and 2014 are discussed in more detail in note 7 of notes to the consolidated financial statements.

 

Amortization of Deferred Acquisition Costs

 

Amortization of deferred acquisition costs in 2016 was $2.22 billion, $39 million or 2% higher than in 2015.  Amortization of deferred acquisition costs in 2015 was $2.18 billion, $23 million or 1% higher than in 2014.

 

General and Administrative Expenses

 

General and administrative expenses in 2016 were $2.55 billion, $49 million or 2% higher than in 2015, primarily reflecting higher employee and technology related expenses.  General and administrative expenses in 2015 were $2.51 billion, $155 million or 7% higher than in 2014, primarily reflecting the impacts of the 2014 reduction in the estimated liability for state assessments to be paid by the Company related to workers’ compensation premiums, higher employee and technology related expenses and higher contingent commissions.

 

Income Tax Expense

 

Income tax expense in 2016 was $656 million, $88 million or 12% lower than in 2015, primarily reflecting the $183 million decrease in income before income taxes in 2016.  Income tax expense in 2015 was $744 million, $51 million or 6% lower than in 2014, primarily reflecting the $271 million decrease in income before income taxes in 2015 and the $12 million reduction in income tax expense in 2015 resulting from the resolution of prior year tax matters.

 

Combined Ratio

 

The combined ratio of 94.1% in 2016 was 2.1 points higher than the combined ratio of 92.0% in 2015.

 

The loss and loss adjustment expense ratio of 61.7% in 2016 was 1.8 points higher than the loss and loss adjustment expense ratio of 59.9% in 2015.  Catastrophe losses in 2016 and 2015 accounted for 3.4 points and 1.8 points, respectively, of the loss and loss adjustment expense ratio.  Net favorable prior year reserve development in 2016 and 2015 provided 3.1 points and 2.4 points of benefit, respectively, to the loss and loss adjustment expense ratio.  The underlying loss and loss adjustment expense ratio in 2016 was 0.9 points higher than the 2015 ratio on the same basis.

 

The underwriting expense ratio of 32.4% in 2016 was 0.3 points higher than the underwriting expense ratio of 32.1% in 2015.

 

The combined ratio of 92.0% in 2015 was 0.4 points lower than the combined ratio of 92.4% in 2014.

 

The loss and loss adjustment expense ratio of 59.9% in 2015 was 1.2 points lower than the loss and loss adjustment expense ratio of 61.1% in 2014.  Catastrophe losses in 2015 and 2014 accounted for 1.8 points and 2.7 points, respectively, of the loss and loss adjustment expense ratio.  Net favorable prior year reserve development in 2015 and 2014 provided 2.4 points and

 

43



 

2.5 points of benefit, respectively, to the loss and loss adjustment expense ratio. The 2015 underlying loss and loss adjustment expense ratio was 0.4 points lower than the 2014 ratio on the same basis.

 

The underwriting expense ratio of 32.1% in 2015 was 0.8 points higher than the underwriting expense ratio of 31.3% in 2014, primarily reflecting the impact of the 2014 reduction in the estimated liability for state assessments to be paid by the Company related to workers’ compensation premiums and the increase in general and administrative expenses discussed above.

 

Written Premiums

 

Business Insurance’s gross and net written premiums by market were as follows:

 

 

 

Gross Written Premiums

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Domestic:

 

 

 

 

 

 

 

Select Accounts

 

$

2,792

 

$

2,773

 

$

2,754

 

Middle Market

 

7,691

 

7,533

 

7,359

 

National Accounts

 

1,683

 

1,725

 

1,690

 

National Property and Other

 

1,989

 

2,015

 

1,972

 

Total Domestic

 

14,155

 

14,046

 

13,775

 

International

 

1,077

 

1,172

 

1,386

 

Total Business Insurance

 

$

15,232

 

$

15,218

 

$

15,161

 

 

 

 

Net Written Premiums

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Domestic:

 

 

 

 

 

 

 

Select Accounts

 

$

2,729

 

$

2,716

 

$

2,707

 

Middle Market

 

7,379

 

7,186

 

6,973

 

National Accounts

 

1,058

 

1,048

 

1,047

 

National Property and Other

 

1,779

 

1,791

 

1,757

 

Total Domestic

 

12,945

 

12,741

 

12,484

 

International

 

955

 

1,033

 

1,193

 

Total Business Insurance

 

$

13,900

 

$

13,774

 

$

13,677

 

 

Gross written premiums in 2016 and 2015 were comparable with the respective prior year amounts.  Net written premiums in 2016 and 2015 both increased by 1% over the respective prior year amounts.  Gross and net written premiums in both 2016 and 2015 were negatively impacted by changes in foreign currency exchange rates.

 

Select Accounts.  Net written premiums of $2.73 billion in 2016 were comparable with 2015.  Business retention rates remained strong in 2016.  Renewal premium changes in 2016 remained positive but were lower than in 2015.  New business premiums in 2016 increased over 2015.  Net written premiums of $2.72 billion in 2015 were comparable to 2014.  Business retention rates remained strong in 2015.  Renewal premium changes in 2015 remained positive but were lower than in 2014.  New business premiums in 2015 were comparable to 2014.

 

Middle Market.  Net written premiums of $7.38 billion in 2016 increased by 3% over 2015.  Business retention rates remained strong in 2016.  Renewal premium changes in 2016 remained positive but were slightly lower than in 2015.  New business premiums in 2016 increased over 2015.  Net written premiums of $7.19 billion in 2015 increased by 3% over 2014.  Business retention rates remained strong in 2015.  Renewal premium changes in 2015 remained positive but were lower than in 2014.  New business premiums in 2015 increased over 2014.

 

National Accounts.  Net written premiums of $1.06 billion in 2016 increased by 1% over 2015.  Business retention rates remained strong in 2016.  Renewal premium changes in 2016 remained positive but were lower than in 2015.  New business premiums in 2016 increased over 2015.  Net written premiums of $1.05 billion in 2015 were comparable to 2014.  Business retention rates remained strong in 2015.  Renewal premium changes in 2015 remained positive but were slightly lower than in 2014.  New business premiums in 2015 increased over 2014.

 

National Property and Other.  Net written premiums of $1.78 billion in 2016 decreased by 1% from 2015.  Business retention rates remained strong in 2016.  Renewal premium changes in 2016 were slightly negative, compared with positive in 2015.  New

 

44



 

business premiums in 2016 decreased from 2015.  Net written premiums of $1.79 billion in 2015 increased by 2% over 2014.  Business retention rates remained strong in 2015.  Renewal premium changes in 2015 remained positive but were lower than in 2014.  New business premiums in 2015 increased over 2014.

 

International.  Net written premiums of $955 million in 2016 decreased by 8% from 2015, primarily driven by the impacts of changes in foreign currency exchange rates, disciplined underwriting and lower levels of economic activity in the Company’s European operations, including Lloyd’s.  Net written premiums of $1.03 billion in 2015 decreased by 13% from 2014, primarily due to changes in foreign currency exchange rates.

 

Bond & Specialty Insurance

 

Results of Bond & Specialty Insurance were as follows:

 

(for the year ended December 31, in millions)

 

2016

 

2015

 

2014

 

Revenues:

 

 

 

 

 

 

 

Earned premiums

 

$

2,260

 

$

2,267

 

$

2,275

 

Net investment income

 

239

 

254

 

293

 

Other revenues

 

21

 

22

 

20

 

Total revenues

 

$

2,520

 

$

2,543

 

$

2,588

 

Total claims and expenses

 

$

1,499

 

$

1,577

 

$

1,480

 

Segment income

 

$

712

 

$

683

 

$

760

 

Loss and loss adjustment expense ratio

 

27.4

%

31.3

%

26.1

%

Underwriting expense ratio

 

38.3

 

37.8

 

38.5

 

Combined ratio

 

65.7

%

69.1

%

64.6

%

 

Overview

 

Segment income in 2016 was $712 million, $29 million or 4% higher than segment income of $683 million in 2015, primarily reflecting the pre-tax impact of (i) higher net favorable prior year reserve development, partially offset by (ii) lower net investment income.  Net favorable prior year reserve development in 2016 and 2015 was $350 million and $281 million, respectively.  Catastrophe losses in 2016 and 2015 were $6 million and $3 million, respectively.  Partially offsetting this net pre-tax increase in segment income was a related increase in income tax expense.

 

Segment income in 2015 was $683 million, $77 million or 10% lower than segment income of $760 million in 2014, primarily reflecting the pre-tax impacts of (i) lower net favorable prior year reserve development and (ii) lower net investment income, partially offset by (iii) higher underlying underwriting margins.  Net favorable prior year reserve development in 2015 and 2014 was $281 million and $428 million, respectively.  Catastrophe losses in 2015 and 2014 were $3 million and $6 million, respectively.  The higher underlying underwriting margins primarily resulted from lower loss estimates in certain management liability businesses.  Partially offsetting this net pre-tax decrease in segment income was a related decrease in income tax expense.  In addition, income tax expense in 2015 was reduced by $16 million as a result of the resolution of prior year tax matters.

 

Revenues

 

Earned Premiums

 

Earned premiums of $2.26 billion in 2016 and $2.27 billion in 2015 were comparable to the respective prior year amounts.

 

Net Investment Income

 

Net investment income in 2016 was $239 million, $15 million or 6% lower than in 2015.  Net investment income in 2015 was $254 million, $39 million or 13% lower than in 2014.  Included in Bond & Specialty Insurance are certain legal entities whose invested assets and related net investment income are reported exclusively in this segment and not allocated among all business segments.  As a result, reported net investment income in Bond & Specialty Insurance reflects a significantly smaller proportion of allocated net investment income, including that from the Company’s non-fixed maturity investments that experienced an increase in in