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Section 1: 8-K (8-K)

Document
false0000860748 0000860748 2020-01-13 2020-01-13


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): January 13, 2020 
Kemper Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-18298
 
 
 
 
DE
 
95-4255452
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification No.)
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
KMPR
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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.    ¨





Section 8. – Other Events
Item 8.01.
Other Events.
On January 13, 2020, Kemper Corporation ("Registrant") issued a press release announcing that the United States Court of Appeals for the Fifth Circuit has affirmed a district court ruling that confirmed an arbitration award in favor of its subsidiary, Kemper Corporate Services, Inc., against Computer Sciences Corporation. Additional details regarding the ruling and the arbitration award are included in the press release filed as Exhibit 99.1 to this report and incorporated herein by reference.
Section 9. – Financial Statements and Exhibits.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
Kemper Corporation
 
 
 
Date:
January 15, 2020
 
 
/s/ C. Thomas Evans, Jr.
 
 
 
 
C. Thomas Evans, Jr.
 
 
 
 
Executive Vice President, Secretary & General Counsel



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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE)

Exhibit

402284258_kmprlogoa02.jpg
  Exhibit 99.1


Kemper Announces Confirmation of Arbitration Award

CHICAGO—January 13, 2020 -- Kemper Corporation (NYSE: KMPR) announced today that the United States Court of Appeals for the Fifth Circuit has affirmed a district court ruling that confirmed an arbitration award in favor of its subsidiary, Kemper Corporate Services, Inc., against Computer Sciences Corporation (“CSC”).

The decision of the arbitrator, issued in November 2017, found that CSC had breached a contract for the delivery of certain policy administration and billing software, and awarded to Kemper direct damages, prejudgment interest, and costs and expenses associated with the arbitration. Subsequently, in September 2018, the United States District Court for the Northern District of Texas confirmed the award and entered judgment in the amount of $141.7 million against CSC and its parent, DXC Technology Company (“DXC”).

CSC and DXC appealed the district court’s ruling to the Fifth Circuit Court of Appeals in late 2018, and in the meantime paid Kemper a total of $55.8 million in partial satisfaction of the final judgment. Kemper recognized $35.7 million of such payments in other income in its consolidated statement of income for the year ended December 31, 2018 and $20.1 million of such payments in other income in its consolidated statement of income for the nine months ended September 30, 2019. The unpaid balance of the judgment, including post-judgment interest, was approximately $89 million at December 31, 2019.

“We are gratified by the outcome,” said Joseph P. Lacher, Jr., President and CEO. “We believe the arbitrator ruled correctly and are pleased the Court of Appeals has determined that the award should stand.”

Kemper cannot make any assurance as to the additional amounts of the final judgment that will be collected or when they may be received. The unpaid balance of the final judgment, including post-judgment interest, at December 31, 2019 is expected to be treated as a gain contingency for accounting purposes and, accordingly, is not expected to be recognized in Kemper’s 2019 consolidated financial statements.

About Kemper
Kemper Corporation (NYSE: KMPR) is one of the nation’s leading specialized insurers. With over $12 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Auto, Personal Insurance, Life and Health brands. Kemper serves over 6.4 million policies, is represented by more than 30,000 agents and brokers, and has over 8,800 associates dedicated to meeting the ever-changing needs of its customers.

Learn more about Kemper.

Caution Regarding Forward-Looking Statements

This press release may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events, and can be identified by the fact that they relate to future actions, performance or results rather than strictly to historical or current facts.






Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and are not guarantees of future performance. Among the general factors that could cause actual results and financial condition to differ materially from estimated results and financial condition are those listed in periodic reports filed by Kemper with the SEC. No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. Kemper assumes no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this press release. The reader is advised, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.


Contacts
Investors:     Christine Patrick, 312.661.4803, [email protected]
News Media:     Barbara Ciesemier, 312.661.4521, [email protected]





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