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SELECTIVE INSURANCE GROUP INC - Quarter Report: 2017 March (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2017
or
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from_____________________________to_____________________________
 
Commission File Number: 001-33067
SELECTIVE INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
New Jersey
 
22-2168890
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
40 Wantage Avenue
 
 
Branchville, New Jersey
 
07890
(Address of Principal Executive Offices)
 
(Zip Code)
(973) 948-3000
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx           No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yesx           No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
Emerging growth company o
 
 
(Do not check if a smaller reporting 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.
Yeso           No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                              Yeso          Nox
As of April 14, 2017, there were 58,248,140 shares of common stock, par value $2.00 per share, outstanding. 


Table of Contents

 
SELECTIVE INSURANCE GROUP, INC.
 
 
Table of Contents
 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 5.
 
 
 
 
 
 
 
 
 


Table of Contents

PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS.
 
SELECTIVE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 
Unaudited
 
 
($ in thousands, except share amounts)
 
March 31,
2017
 
December 31,
2016
ASSETS
 
 

 
 

Investments:
 
 

 
 

Fixed income securities, held-to-maturity – at carrying value (fair value:  $88,339 – 2017; $105,211 – 2016)
 
$
84,836

 
101,556

Fixed income securities, available-for-sale – at fair value (amortized cost: $4,805,368 – 2017; $4,753,759 – 2016)
 
4,867,005

 
4,792,540

Equity securities, available-for-sale – at fair value (cost:  $124,614 – 2017; $120,889 – 2016)
 
154,918

 
146,753

Short-term investments (at cost which approximates fair value)
 
247,207

 
221,701

Other investments
 
106,796

 
102,397

Total investments (Note 4 and 6)
 
5,460,762


5,364,947

Cash
 
483

 
458

Interest and dividends due or accrued
 
40,239

 
40,164

Premiums receivable, net of allowance for uncollectible accounts of:  $6,613 – 2017; $5,980 – 2016
 
707,677

 
681,611

Reinsurance recoverable, net of allowance for uncollectible accounts of: $5,000 – 2017; $5,500 – 2016
 
580,386

 
621,537

Prepaid reinsurance premiums
 
145,436

 
146,282

Current federal income tax
 

 
2,486

Deferred federal income tax
 
72,218

 
84,840

Property and equipment – at cost, net of accumulated depreciation and amortization of:
$202,917 – 2017; $198,729 – 2016
 
68,503

 
69,576

Deferred policy acquisition costs
 
227,622

 
222,564

Goodwill
 
7,849

 
7,849

Other assets
 
92,921

 
113,534

Total assets
 
$
7,404,096

 
7,355,848

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Liabilities:
 
 

 
 

Reserve for losses and loss expenses (Note 8)
 
$
3,679,471

 
3,691,719

Unearned premiums
 
1,299,823

 
1,262,819

Long-term debt
 
438,782

 
438,667

Current federal income tax
 
11,552

 

Accrued salaries and benefits
 
96,322

 
132,880

Other liabilities
 
285,567

 
298,393

Total liabilities
 
$
5,811,517

 
5,824,478

 
 
 
 
 
Stockholders’ Equity:
 
 

 
 

Preferred stock of $0 par value per share:
 
$

 

Authorized shares 5,000,000; no shares issued or outstanding
 
 
 
 
Common stock of $2 par value per share:
 
 
 
 
Authorized shares 360,000,000
 
 
 
 
Issued: 102,028,447 – 2017; 101,620,436 – 2016
 
204,057

 
203,241

Additional paid-in capital
 
354,239

 
347,295

Retained earnings
 
1,609,862

 
1,568,881

Accumulated other comprehensive income (loss) (Note 11)
 
2,090

 
(15,950
)
Treasury stock – at cost
(shares:  43,780,884 – 2017; 43,653,237 – 2016)
 
(577,669
)
 
(572,097
)
Total stockholders’ equity
 
$
1,592,579

 
1,531,370

Commitments and contingencies
 


 


Total liabilities and stockholders’ equity
 
$
7,404,096

 
7,355,848


The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
 
Quarter ended March 31,
($ in thousands, except per share amounts)
 
2017
 
2016
Revenues:
 
 

 
 

Net premiums earned
 
$
560,854

 
522,458

Net investment income earned
 
37,419

 
30,769

Net realized losses:
 
 

 
 

Net realized investment gains
 
2,430

 
889

Other-than-temporary impairments
 
(3,475
)
 
(3,593
)
Total net realized losses
 
(1,045
)
 
(2,704
)
Other income
 
3,241

 
951

Total revenues
 
600,469

 
551,474

 
 
 
 
 
Expenses:
 
 

 
 

Losses and loss expenses incurred
 
317,472

 
297,144

Policy acquisition costs
 
196,228

 
183,227

Interest expense
 
6,106

 
5,606

Other expenses
 
13,089

 
13,622

Total expenses
 
532,895

 
499,599

 
 
 
 
 
Income before federal income tax
 
67,574

 
51,875

 
 
 
 
 
Federal income tax expense:
 
 

 
 

Current
 
14,273

 
14,084

Deferred
 
2,861

 
759

Total federal income tax expense
 
17,134

 
14,843

 
 
 
 
 
Net income
 
$
50,440

 
37,032

 
 
 
 
 
Earnings per share:
 
 

 
 

Basic net income
 
$
0.87

 
0.64

 
 
 
 
 
Diluted net income
 
$
0.85

 
0.63

 
 
 
 
 
Dividends to stockholders
 
$
0.16

 
0.15

 
The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 
 


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SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Net income
 
$
50,440

 
37,032

 
 
 
 
 
Other comprehensive income, net of tax:
 
 

 
 

Unrealized gains on investment securities:
 
 

 
 

Unrealized holding gains arising during period
 
16,761

 
42,729

  Amounts reclassified into net income:
 
 
 
 
Held-to-maturity securities
 
(32
)
 
(47
)
Realized losses on available-for-sale securities
 
981

 
1,754

Total unrealized gains on investment securities
 
17,710

 
44,436

 
 
 
 
 
Defined benefit pension and post-retirement plans:
 
 

 
 

Amounts reclassified into net income:
 
 
 
 
Net actuarial loss
 
330

 
986

  Total defined benefit pension and post-retirement plans
 
330

 
986

Other comprehensive income
 
18,040

 
45,422

Comprehensive income
 
$
68,480

 
82,454

 
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
 


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SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
Quarter ended March 31,
($ in thousands, except per share amounts)
 
2017
 
2016
Common stock:
 
 

 
 

Beginning of year
 
$
203,241

 
201,723

Dividend reinvestment plan (shares:  8,249 – 2017; 10,931 – 2016)
 
16

 
22

Stock purchase and compensation plans (shares:  399,762 – 2017; 386,567 – 2016)
 
800

 
773

End of period
 
204,057

 
202,518

 
 
 
 
 
Additional paid-in capital:
 
 

 
 

Beginning of year
 
347,295

 
326,656

Dividend reinvestment plan
 
348

 
351

Stock purchase and compensation plans
 
6,596

 
6,958

End of period
 
354,239

 
333,965

 
 
 
 
 
Retained earnings:
 
 

 
 

Beginning of year
 
1,568,881

 
1,446,192

Net income
 
50,440

 
37,032

Dividends to stockholders ($0.16 per share – 2017; $0.15 per share – 2016)
 
(9,459
)
 
(8,789
)
End of period
 
1,609,862

 
1,474,435

 
 
 
 
 
Accumulated other comprehensive income:
 
 

 
 

Beginning of year
 
(15,950
)
 
(9,425
)
Other comprehensive income
 
18,040

 
45,422

End of period
 
2,090

 
35,997

 
 
 
 
 
Treasury stock:
 
 

 
 

Beginning of year
 
(572,097
)
 
(567,105
)
Acquisition of treasury stock (shares: 127,647 – 2017; 122,250 – 2016)
 
(5,572
)
 
(3,845
)
End of period
 
(577,669
)
 
(570,950
)
Total stockholders’ equity
 
$
1,592,579

 
1,475,965

 
Selective Insurance Group, Inc. also has authorized, but not issued, 5,000,000 shares of preferred stock, without par value, of which 300,000 shares have been
designated Series A junior preferred stock, without par value.
  
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
 


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SELECTIVE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Operating Activities
 
 

 
 

Net income
 
$
50,440

 
37,032

 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
12,882

 
14,627

Stock-based compensation expense
 
5,273

 
4,377

Undistributed (gains) losses of equity method investments
 
(665
)
 
1,066

Loss on disposal of fixed assets
 
998

 

Net realized losses
 
1,045

 
2,704

 
 
 
 
 
Changes in assets and liabilities:
 
 

 
 

Increase in reserve for losses and loss expenses, net of reinsurance recoverable
 
28,903

 
42,390

Increase in unearned premiums, net of prepaid reinsurance
 
37,850

 
42,901

Decrease in net federal income taxes
 
16,946

 
5,296

Increase in premiums receivable
 
(26,066
)
 
(39,180
)
Increase in deferred policy acquisition costs
 
(5,058
)
 
(7,789
)
(Increase) decrease in interest and dividends due or accrued
 
(218
)
 
528

Decrease in accrued salaries and benefits
 
(36,558
)
 
(27,115
)
Decrease (increase) in other assets
 
15,998

 
(10,128
)
Decrease in other liabilities
 
(55,175
)
 
(52,902
)
Net cash provided by operating activities
 
46,595

 
13,807

 
 
 
 
 
Investing Activities
 
 

 
 

Purchase of fixed income securities, available-for-sale
 
(724,880
)
 
(264,828
)
Purchase of equity securities, available-for-sale
 
(14,083
)
 
(7,574
)
Purchase of other investments
 
(11,211
)
 
(12,723
)
Purchase of short-term investments
 
(1,027,885
)
 
(303,228
)
Sale of fixed income securities, available-for-sale
 
594,805

 
12,905

Sale of short-term investments
 
1,010,917

 
394,915

Redemption and maturities of fixed income securities, held-to-maturity
 
16,527

 
37,400

Redemption and maturities of fixed income securities, available-for-sale
 
116,357

 
130,641

Sale of equity securities, available-for-sale
 
5,503

 
4,285

Distributions from other investments
 
6,428

 
7,994

Purchase of property and equipment
 
(4,937
)
 
(3,439
)
Net cash used in investing activities
 
(32,459
)
 
(3,652
)
 
 
 
 
 
Financing Activities
 
 

 
 

Dividends to stockholders
 
(8,955
)
 
(8,270
)
Acquisition of treasury stock
 
(5,572
)
 
(3,845
)
Net proceeds from stock purchase and compensation plans
 
1,563

 
1,478

Proceeds from borrowings
 
64,000

 
25,000

Repayments of borrowings
 
(64,000
)
 
(25,000
)
Excess tax benefits from share-based payment arrangements
 

 
1,361

Repayments of capital lease obligations
 
(1,147
)
 
(1,094
)
Net cash used in financing activities
 
(14,111
)
 
(10,370
)
Net increase (decrease) in cash
 
25

 
(215
)
Cash, beginning of year
 
458

 
898

Cash, end of period
 
$
483

 
683

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Basis of Presentation
As used herein, the "Company,” “we,” “us,” or “our” refers to Selective Insurance Group, Inc. (the "Parent"), and its subsidiaries, except as expressly indicated or unless the context otherwise requires. Our interim unaudited consolidated financial statements (“Financial Statements”) have been prepared by us in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The preparation of the Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported financial statement balances, as well as the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. All significant intercompany accounts and transactions between the Parent and its subsidiaries are eliminated in consolidation.

Our Financial Statements reflect all adjustments that, in our opinion, are normal, recurring, and necessary for a fair presentation of our results of operations and financial condition. Our Financial Statements cover the first quarters ended March 31, 2017 (“First Quarter 2017”) and March 31, 2016 (“First Quarter 2016”). The Financial Statements do not include all of the information and disclosures required by GAAP and the SEC for audited annual financial statements. Results of operations for any interim period are not necessarily indicative of results for a full year. Consequently, our Financial Statements should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report”) filed with the SEC.

NOTE 2. Adoption of Accounting Pronouncements 
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions. We adopted this guidance on January 1, 2017, which resulted in the following impacts on our consolidated financial statements:
Consolidated Statements of Income
The new standard requires that the tax effects of share-based compensation be recognized in the income tax provision as discrete items outside of the annual estimated expected tax rate. In addition, all excess tax benefits and tax deficiencies should be recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded in additional paid-in capital. In addition, in calculating potential common shares used to determine diluted earnings per share, GAAP requires us to use the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were adopted on a prospective basis. As a result of adoption, we recognized an income tax benefit in the Consolidated Statements of Income of $2.9 million in First Quarter 2017 related to grants that have vested this quarter.

In recording share-based compensation expense, the standard allows companies to make a policy election as to whether they will include an estimate of awards expected to be forfeited or whether they will account for forfeitures as they occur. We have elected to include an estimate of forfeitures in the computation of our share-based compensation expense. As this treatment is consistent with previous guidance, this election had no impact on our consolidated financial statements.
Consolidated Statements of Cash Flows
ASU 2016-09 requires that excess tax benefits from share-based awards be reported as operating activities in the consolidated statement of cash flows. Previously, these cash flows were included in financing activities. We elected to apply this change on a prospective basis; therefore, no changes have been made to the prior periods disclosed in this report.

The standard also requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the consolidated statement of cash flows. This requirement has no impact to us as we have historically reported these cash flows as part of financing activities.
In October 2016, the FASB issued ASU 2016-17, Consolidation: Interests Held through Related Parties That Are Under Common Control ("ASU 2016-17"). ASU 2016-17 changes how a decision maker considers indirect interests in a variable interest entity ("VIE") held under common control in making the primary beneficiary determination. ASU 2016-17 was effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. The adoption of ASU 2016-17 did not impact us, as we are not the decision maker in any of the VIEs in which we are invested.

Pronouncements to be effective in the future
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 provides guidance to improve certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance: (i) requires equity investments

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to be measured at fair value with changes in fair value recognized in earnings; (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost; (iv) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (v) clarifies that the need for a valuation allowance on a deferred tax asset related to an available-for-sale ("AFS") security should be evaluated with other deferred tax assets.

ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early application to financial statements of annual or interim periods that have not yet been issued is permitted only as of January 1, 2017, otherwise early adoption of ASU 2016-01 is not permitted. We are currently evaluating the impact of this guidance on our financial condition and results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year, with early adoption permitted. ASU 2016-02 requires the application of a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. While we are currently evaluating ASU 2016-02, we do not expect a material impact on our financial condition or results of operations from the adoption of this guidance.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”).  ASU 2016-13 will change the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, trade receivables, and reinsurance receivables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. The valuation allowance is a measurement of expected losses that is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.  This methodology is referred to as the current expected credit loss model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our financial condition and results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (“ASU 2016-15”). ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including, but not limited to: (i) debt prepayment or debt extinguishment costs; (ii) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (iii) distributions received from equity method investees; and (iv) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our statement of cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash ("ASU 2016-18"). ASU 2016-18, requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents in the reconciliation of beginning and ending cash on the statements of cash flows. This update also requires a reconciliation of the statement of the cash flows to the balance sheet if the balance sheet includes more than one line item of cash, cash equivalents, and restricted cash. ASU 2016-18 is effective, with retrospective adoption, for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We currently have restricted cash associated with the National Flood Insurance Program ("NFIP") in "Other assets." This literature will impact the presentation of this item in both the Consolidated Balance Sheets and the Statements of Cash Flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates the second step of the two part goodwill impairment test, which required entities to determine the fair value of individual assets and liabilities of a reporting unit to measure the goodwill impairment. Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update should be applied on a prospective basis for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates

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after January 1, 2017. We do not expect a material impact on our financial condition or results of operations from the adoption of this guidance.
In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"). ASU 2017-07 requires that an employer report a pension plan's service cost in the same line item or line items as other compensation costs arising from services rendered by pertinent employees during the period. ASU 2017-07 also requires that other components of net benefit cost be presented in the income statement separately from the service cost component. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. ASU 2017-07 is effective for annual periods beginning after December 15, 2017 including interim periods within those annual periods with early adoption permitted at the beginning of an annual period. As our pension plan was frozen as of March 2016, we have ceased accruing additional service fee costs since that time. Therefore, the application of this guidance is not anticipated to impact our financial condition, results of operations, or disclosures.
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities ("ASU 2017-08"). ASU 2017-08 revises the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 with early adoption permitted. This ASU does not impact us as we amortize premium on these callable debt securities to the earliest call date.

NOTE 3. Statements of Cash Flows
Supplemental cash flow information was as follows:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Cash paid during the period for:
 
 

 
 

Interest
 
$
3,409

 
2,904

Federal income tax
 

 
8,000

 
 
 
 
 
Non-cash items:
 
 
 
 
Exchange of fixed income securities, AFS
 
1,029

 
9,872

Assets acquired under capital lease arrangements
 
278

 
2,598

Non-cash purchase of property and equipment
 

 
152

1Examples of such corporate actions include non-cash acquisitions and stock splits.

Included in "Other assets" on the Consolidated Balance Sheets was $14.4 million at March 31, 2017 and $13.5 million at March 31, 2016 of cash received from the NFIP, which is restricted to pay flood claims under the Write Your Own ("WYO") program. 

NOTE 4. Investments
(a) Information regarding our held-to-maturity ("HTM") fixed income securities as of March 31, 2017 and December 31, 2016 was as follows:
March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
Amortized
Cost
 
Net
 Unrealized Gains
 (Losses)
 
Carrying
Value
 
Unrecognized
 Holding
Gains
 
Unrecognized Holding
 Losses
 
Fair
Value
Obligations of states and political subdivisions
 
$
62,534

 
245

 
62,779

 
1,981

 

 
64,760

Corporate securities
 
22,194

 
(137
)
 
22,057

 
1,614

 
(92
)
 
23,579

Total HTM fixed income securities
 
$
84,728

 
108

 
84,836

 
3,595

 
(92
)
 
88,339


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December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
Amortized
Cost
 
Net
 Unrealized Gains
 (Losses)
 
Carrying
Value
 
Unrecognized
 Holding
Gains
 
Unrecognized Holding
 Losses
 
Fair
Value
Obligations of states and political subdivisions
 
$
77,466

 
317

 
77,783

 
2,133

 

 
79,916

Corporate securities
 
22,711

 
(143
)
 
22,568

 
1,665

 
(158
)
 
24,075

Commercial mortgage-backed securities ("CMBS")
 
1,220

 
(15
)
 
1,205

 
15

 

 
1,220

Total HTM fixed income securities
 
$
101,397

 
159

 
101,556

 
3,813

 
(158
)
 
105,211

 
Unrecognized holding gains and losses of HTM securities are not reflected in the Financial Statements, as they represent fair value fluctuations from the later of: (i) the date a security is designated as HTM; or (ii) the date that an other-than-temporary impairment (“OTTI”) charge is recognized on an HTM security, through the date of the balance sheet.

(b) Information regarding our AFS securities as of March 31, 2017 and December 31, 2016 was as follows:
March 31, 2017
 
 
 
 
 
 
 
 
($ in thousands)
 
Cost/
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
AFS fixed income securities:
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
86,816

 
1,566

 
(44
)
 
88,338

Foreign government
 
31,965

 
628

 

 
32,593

Obligations of states and political subdivisions
 
1,261,191

 
28,923

 
(2,948
)
 
1,287,166

Corporate securities
 
1,799,706

 
30,493

 
(2,073
)
 
1,828,126

Collateralized loan obligations and other asset-backed securities ("CLO and other ABS")
 
675,838

 
2,998

 
(401
)
 
678,435

CMBS
 
263,217

 
1,314

 
(775
)
 
263,756

Residential mortgage-backed
securities (“RMBS”)
 
686,635

 
3,623

 
(1,667
)
 
688,591

Total AFS fixed income securities
 
4,805,368

 
69,545

 
(7,908
)
 
4,867,005

AFS equity securities:
 
 
 
 
 
 
 
 
Common stock
 
108,466

 
30,150

 
(285
)
 
138,331

Preferred stock
 
16,148

 
480

 
(41
)
 
16,587

Total AFS equity securities
 
124,614

 
30,630

 
(326
)
 
154,918

Total AFS securities
 
$
4,929,982

 
100,175

 
(8,234
)
 
5,021,923

 
December 31, 2016
 
 
 
 
 
 
 
 
($ in thousands)
 
Cost/
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
AFS fixed income securities:
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
75,139

 
2,230

 
(36
)
 
77,333

Foreign government
 
26,559

 
322

 
(16
)
 
26,865

Obligations of states and political subdivisions
 
1,366,287

 
18,610

 
(5,304
)
 
1,379,593

Corporate securities
 
1,976,556

 
27,057

 
(5,860
)
 
1,997,753

CLO and other ABS
 
527,876

 
1,439

 
(355
)
 
528,960

CMBS
 
256,356

 
1,514

 
(1,028
)
 
256,842

RMBS
 
524,986

 
3,006

 
(2,798
)
 
525,194

Total AFS fixed income securities
 
4,753,759

 
54,178

 
(15,397
)
 
4,792,540

AFS equity securities:
 
 
 
 
 
 
 
 
Common stock
 
104,663

 
26,250

 
(305
)
 
130,608

Preferred stock
 
16,226

 
274

 
(355
)
 
16,145

Total AFS equity securities
 
120,889

 
26,524

 
(660
)
 
146,753

Total AFS securities
 
$
4,874,648

 
80,702

 
(16,057
)
 
4,939,293



9

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Unrealized gains and losses of AFS securities represent fair value fluctuations from the later of: (i) the date a security is designated as AFS; or (ii) the date that an OTTI charge is recognized on an AFS security, through the date of the balance sheet. These unrealized gains and losses are recorded in "Accumulated other comprehensive income (loss)" ("AOCI") on the Consolidated Balance Sheets.
  
(c) The table below provides our net unrealized/unrecognized loss positions by impairment severity for both AFS and HTM securities as of March 31, 2017 compared to December 31, 2016.
($ in thousands)
 
 
March 31, 2017
 
December 31, 2016
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
 
Number of
Issues
% of Market/Book
Unrealized/
Unrecognized Loss
304

80% - 99%
$
8,326

 
456

80% - 99%
$
16,215


60% - 79%

 

60% - 79%


40% - 59%

 

40% - 59%


20% - 39%

 

20% - 39%


0% - 19%

 

0% - 19%

 

 
$
8,326

 
 

 
$
16,215


The severity of impairment on the securities in the table above averaged 1% of amortized cost at March 31, 2017 and December 31, 2016. Quantitative information regarding unrealized losses on our AFS portfolio is provided below. Our HTM portfolio had $0.1 million in unrealized/unrecognized losses at March 31, 2017 and $0.2 million in unrealized/unrecognized losses at December 31, 2016.
March 31, 2017
 
Less than 12 months
 
12 months or longer
 
Total
($ in thousands)
 
Fair Value
 
Unrealized
Losses1
 
Fair Value
 
Unrealized
Losses1
 
Fair Value
 
Unrealized
Losses
1
AFS fixed income securities:
 
 

 
 

 
 

 
 

 
 
 
 
U.S. government and government agencies
 
$
9,012

 
(44
)
 

 

 
9,012

 
(44
)
Obligations of states and political subdivisions
 
114,632

 
(2,948
)
 

 

 
114,632

 
(2,948
)
Corporate securities
 
229,836

 
(2,068
)
 
244

 
(5
)
 
230,080

 
(2,073
)
CLO and other ABS
 
137,388

 
(400
)
 
310

 
(1
)
 
137,698

 
(401
)
CMBS
 
80,494

 
(775
)
 

 

 
80,494

 
(775
)
RMBS
 
212,486

 
(1,588
)
 
2,246

 
(79
)
 
214,732

 
(1,667
)
Total AFS fixed income securities
 
783,848

 
(7,823
)
 
2,800

 
(85
)
 
786,648

 
(7,908
)
AFS equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
Common stock
 
10,088

 
(285
)
 

 

 
10,088

 
(285
)
Preferred stock
 
1,527

 
(41
)
 

 

 
1,527

 
(41
)
Total AFS equity securities
 
11,615

 
(326
)
 

 

 
11,615

 
(326
)
Total AFS
 
$
795,463

 
(8,149
)
 
2,800

 
(85
)
 
798,263

 
(8,234
)


10

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December 31, 2016
 
Less than 12 months
 
12 months or longer
 
Total
($ in thousands)
 
Fair
Value
 
Unrealized
Losses1
 
Fair Value
 
Unrealized
Losses1
 
Fair Value
 
Unrealized
Losses
1
AFS fixed income securities:
 
 

 
 

 
 

 
 

 
 
 
 
U.S. government and government agencies
 
$
6,419

 
(36
)
 

 

 
6,419

 
(36
)
Foreign government
 
13,075

 
(16
)
 

 

 
13,075

 
(16
)
Obligations of states and political subdivisions
 
306,509

 
(5,304
)
 

 

 
306,509

 
(5,304
)
Corporate securities
 
462,902

 
(5,771
)
 
4,913

 
(89
)
 
467,815

 
(5,860
)
CLO and other ABS
 
189,795

 
(354
)
 
319

 
(1
)
 
190,114

 
(355
)
CMBS
 
82,492

 
(1,021
)
 
1,645

 
(7
)
 
84,137

 
(1,028
)
RMBS
 
279,480

 
(2,489
)
 
8,749

 
(309
)
 
288,229

 
(2,798
)
Total AFS fixed income securities
 
1,340,672

 
(14,991
)
 
15,626

 
(406
)
 
1,356,298

 
(15,397
)
AFS equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
Common stock
 
11,271

 
(305
)
 

 

 
11,271

 
(305
)
Preferred stock
 
6,168

 
(355
)
 

 

 
6,168

 
(355
)
Total AFS equity securities
 
17,439

 
(660
)
 

 

 
17,439

 
(660
)
Total AFS
 
$
1,358,111

 
(15,651
)
 
15,626

 
(406
)
 
1,373,737

 
(16,057
)
  1 Gross unrealized losses include non-OTTI unrealized amounts and OTTI losses recognized in AOCI. 

We do not intend to sell any of the securities in the tables above, nor do we believe we will be required to sell any of these securities. We have also reviewed these securities under our OTTI policy, as described in Note 2. “Summary of Significant Accounting Policies” within Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report, and have concluded that they are temporarily impaired. This conclusion reflects our current judgment as to the financial position and future prospects of the entity that issued the investment security and underlying collateral. Additionally, changes in market value due to interest rate fluctuations are considered temporary. If our judgment about an individual security changes in the future, we may ultimately record a credit loss after having originally concluded that one did not exist, which could have a material impact on our net income and financial position in future periods.
 
(d) Fixed income securities at March 31, 2017, by contractual maturity, are shown below. Mortgage-backed securities ("MBS") are included in the maturity tables using the estimated average life of each security. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without call or prepayment penalties.
 
Listed below are the contractual maturities of HTM fixed income securities at March 31, 2017:
($ in thousands)
 
Carrying Value
 
Fair Value
Due in one year or less
 
$
39,376

 
39,876

Due after one year through five years
 
37,028

 
39,365

Due after five years through 10 years
 
8,432

 
9,098

Total HTM fixed income securities
 
$
84,836

 
88,339

 
Listed below are the contractual maturities of AFS fixed income securities at March 31, 2017:
($ in thousands)
 
Fair Value
Due in one year or less
 
$
331,997

Due after one year through five years
 
1,989,887

Due after five years through 10 years
 
2,294,091

Due after 10 years
 
251,030

Total AFS fixed income securities
 
$
4,867,005

  
(e) We evaluate the alternative investments and tax credit investments included in our other investments portfolio to determine whether those investments are VIEs and if so, whether consolidation is required. A VIE is an entity that either has equity investors that lack certain essential characteristics of a controlling financial interest or lacks sufficient funds to finance its own activities without financial support provided by other entities. We consider several significant factors in determining if our investments are VIEs and if we are the primary beneficiary, including whether we have: (i) the power to direct activities of the VIE; (ii) the ability to remove the decision maker of the VIE; (iii) the ability to participate in making decisions that are significant to the VIE; and (iv) the obligation to absorb losses and the right to receive benefits that could potentially be

11

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significant to the VIE. We have determined that the investments in our other investment portfolio are VIEs, but that we are not the primary beneficiary and therefore, consolidation is not required.

The following table summarizes our other investment portfolio by strategy:
Other Investments
 
March 31, 2017
 
December 31, 2016
($ in thousands)
 
Carrying Value
 
Remaining Commitment
 
Maximum Exposure to Loss1
 
Carrying Value
 
Remaining Commitment
 
Maximum Exposure to Loss1
Alternative Investments
 
 

 
 

 
 
 
 
 
 
 
 
   Private equity
 
$
41,354

 
74,669

 
116,023

 
41,135

 
76,774

 
117,909

   Private credit
 
31,026

 
40,745

 
71,771

 
28,193

 
40,613

 
68,806

   Real assets
 
16,265

 
27,764

 
44,029

 
14,486

 
22,899

 
37,385

Total alternative investments
 
88,645

 
143,178

 
231,823

 
83,814

 
140,286

 
224,100

Other securities
 
18,151

 
267

 
18,418

 
18,583

 
3,400

 
21,983

Total other investments
 
$
106,796

 
143,445

 
250,241

 
102,397

 
143,686

 
246,083

1The maximum exposure to loss includes both the carry value of these investments and the related unfunded commitments. In addition, tax credits that have been previously recognized in Other securities are subject to the risk of recapture, which we do not consider significant. 

We do not have a future obligation to fund losses or debts on behalf of the investments above; however, we are contractually committed to make additional investments up to the remaining commitment outlined above. We have not provided any non-contractual financial support at any time during 2017 or 2016.

For a description of our alternative investment strategies, as well as information regarding redemption, restrictions, and fund liquidations, refer to Note 5. “Investments” in Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report.
 
The following table sets forth gross summarized financial information for our other investments portfolio, including the portion not owned by us. The majority of these investments are carried under the equity method of accounting. The last line of the table below reflects our share of the aggregate income or loss, which is the portion included in our Financial Statements. As the majority of these investments report results to us on a one quarter lag, the summarized financial statement information for the three month periods ended December 31 is as follows:
Income Statement Information
 
Quarter ended December 31,
($ in millions)
 
2016

2015
Net investment (loss) income
 
$
25.6


46.6

Realized gains
 
(235.1
)

752.5

Net change in unrealized depreciation
 
561.5


(883.2
)
Net gain
 
$
352.0


(84.1
)
Selective’s insurance subsidiaries’ other investments gain (loss)
 
$
1.6


(1.1
)
 
(f) We have pledged certain AFS fixed income securities as collateral related to our relationships with the Federal Home Loan Bank of Indianapolis ("FHLBI") and the Federal Home Loan Bank of New York ("FHLBNY"). In addition, certain securities were on deposit with various state and regulatory agencies at March 31, 2017 to comply with insurance laws. We retain all rights regarding all securities pledged as collateral.

The following table summarizes the market value of these securities at March 31, 2017:
($ in millions)
 
FHLBI Collateral
 
FHLBNY Collateral
 
State and Regulatory Deposits
 
Total
U.S. government and government agencies
 
$
4.3

 

 
24.4

 
28.7

CMBS
 
3.6

 
4.8

 

 
8.4

RMBS
 
60.4

 
53.9

 

 
114.3

Total pledged as collateral
 
$
68.3

 
58.7

 
24.4


151.4

 
(g) We did not have exposure to any credit concentration risk of a single issuer greater than 10% of our stockholders' equity, other than certain U.S. government-backed investments, as of March 31, 2017 or December 31, 2016.


12

Table of Contents

(h) The components of pre-tax net investment income earned were as follows:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Fixed income securities
 
$
36,891


31,644

Equity securities
 
1,468


2,230

Short-term investments
 
250


159

Other investments
 
1,603


(1,066
)
Investment expenses
 
(2,793
)

(2,198
)
Net investment income earned
 
$
37,419

 
30,769


(i) The following tables summarize OTTI by asset type for the periods indicated:
First Quarter 2017
 
Gross 
 
Included in Other Comprehensive Income ("OCI")
 
Recognized in
Earnings
($ in thousands) 
 
 
 
AFS fixed income securities:
 
 
 
 
 
 
U.S. government and government agencies
 
29

 

 
29

Obligations of states and political subdivisions
 
373

 

 
373

Corporate securities
 
194

 

 
194

CLO and other ABS
 
23

 

 
23

CMBS
 
450

 

 
450

RMBS
 
1,092

 

 
1,092

Total AFS fixed income securities
 
2,161

 

 
2,161

AFS equity securities:
 
 
 
 
 
 
Common stock
 
$
1,314

 

 
1,314

Total AFS equity securities
 
1,314

 

 
1,314

Total OTTI losses
 
$
3,475

 

 
3,475

First Quarter 2016
 
Gross 
 
Included in OCI
 
Recognized in
Earnings
($ in thousands) 
 
 
 
AFS fixed income securities:
 
 
 
 
 
 
   Corporate securities
 
$
973

 

 
973

Total AFS fixed income securities
 
973

 

 
973

AFS equity securities:
 
 
 
 
 
 
Common stock
 
2,617

 

 
2,617

Preferred stock
 
3

 

 
3

Total AFS equity securities
 
2,620

 

 
2,620

Total OTTI losses
 
$
3,593

 

 
3,593


For a discussion of our evaluation for OTTI refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our 2016 Annual Report.


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Table of Contents

(j) The components of net realized gains, excluding OTTI charges, for the periods indicated were as follows:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
HTM fixed income securities
 
 
 
 
Gains
 
$

 

Losses
 
(1
)
 
(1
)
AFS fixed income securities
 
 

 
 

Gains
 
3,552

 
620

Losses
 
(1,587
)
 
(36
)
AFS equity securities
 
 

 
 

Gains
 

 
330

Losses
 

 
(20
)
Other investments
 
 
 
 
Gains
 
480

 

      Losses
 
(14
)

(4
)
Total net realized gains (excluding OTTI charges)
 
$
2,430


889

 
Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold. Proceeds from the sale of AFS securities were $600.3 million and $17.2 million in First Quarter 2017 and First Quarter 2016, respectively. This increase was driven by higher trading volume in our fixed income securities portfolio related to the recent hiring of new external investment managers.

NOTE 5. Indebtedness
Our long-term debt balance has not changed since December 31, 2016. However, on February 28, 2017, Selective Insurance Company of America ("SICA") borrowed $64 million in short-term funds from the FHLBNY at an interest rate of 0.75%. This borrowing was repaid on March 21, 2017.

For detailed information on our indebtedness, see Note 10. "Indebtedness" in Item 8. "Financial Statements and Supplementary Data." of our 2016 Annual Report.

NOTE 6. Fair Value Measurements
Our financial assets are measured at fair value as disclosed on the Consolidated Balance Sheets. The fair values of our long-term debt have improved since December 31, 2016, but none by more than 5%. For a discussion of the fair value and hierarchy of the techniques used to value our financial assets and liabilities, refer to Note 2. "Summary of Significant Accounting Policies" in Item 8. "Financial Statements and Supplementary Data." of our 2016 Annual Report.


14

Table of Contents

The following tables provide quantitative disclosures of our financial assets that were measured at fair value at March 31, 2017 and December 31, 2016:
March 31, 2017
 
 
 
Fair Value Measurements Using
($ in thousands)
 
Assets
Measured at
Fair Value
at 3/31/2017
 
Quoted Prices in
Active Markets for
Identical Assets/
Liabilities (Level 1)1
 
Significant Other
 Observable
Inputs
 (Level 2)1
 
Significant Unobservable
 Inputs
 (Level 3)
Description
 
 

 
 

 
 

 
 

Measured on a recurring basis:
 
 

 
 

 
 

 
 

AFS fixed income securities:
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
88,338

 
46,150

 
42,188

 

Foreign government
 
32,593

 

 
32,593

 

Obligations of states and political subdivisions
 
1,287,166

 

 
1,287,166

 

Corporate securities
 
1,828,126

 

 
1,828,126

 

CLO and other ABS
 
678,435

 

 
678,435

 

CMBS
 
263,756

 

 
263,756

 

RMBS
 
688,591

 

 
688,591

 

Total AFS fixed income securities
 
4,867,005

 
46,150

 
4,820,855

 

AFS equity securities:
 
 
 
 
 
 
 
 
Common stock
 
138,331

 
130,655

 

 
7,676

Preferred stock
 
16,587

 
16,587

 

 

Total AFS equity securities
 
154,918

 
147,242

 

 
7,676

Total AFS securities
 
5,021,923

 
193,392

 
4,820,855

 
7,676

Short-term investments
 
247,207

 
247,207

 

 

Total assets measured at fair value
 
$
5,269,130

 
440,599

 
4,820,855


7,676


December 31, 2016
 
 
 
Fair Value Measurements Using
($ in thousands)
 
Assets
Measured at
Fair Value
at 12/31/2016
 
Quoted Prices in
 Active Markets for
Identical Assets/Liabilities
(Level 1)1
 
Significant
Other Observable
Inputs
 (Level 2)1
 
Significant Unobservable
Inputs
 (Level 3)
Description
 
 

 
 

 
 

 
 

Measured on a recurring basis:
 
 

 
 

 
 

 
 

AFS fixed income securities:
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
77,333

 
27,520

 
49,813

 

Foreign government
 
26,865

 

 
26,865

 

Obligations of states and political subdivisions
 
1,379,593

 

 
1,379,593

 

Corporate securities
 
1,997,753

 

 
1,997,753

 

CLO and other ABS
 
528,960

 

 
528,960

 

CMBS
 
256,842

 

 
256,842

 

RMBS
 
525,194

 

 
525,194

 

Total AFS fixed income securities
 
4,792,540

 
27,520

 
4,765,020

 

AFS equity securities:
 
 
 
 
 
 
 
 
Common stock
 
130,608

 
122,932

 

 
7,676

Preferred stock
 
16,145

 
16,145

 

 

Total AFS equity securities
 
146,753

 
139,077

 

 
7,676

Total AFS securities
 
4,939,293

 
166,597

 
4,765,020

 
7,676

Short-term investments
 
221,701

 
221,701

 

 

Total assets measured at fair value
 
$
5,160,994

 
388,298

 
4,765,020

 
7,676

1 
There were no transfers of securities between Level 1 and Level 2.

There were no changes in the fair value of securities measured using Level 3 inputs since December 31, 2016.


15

Table of Contents

The following tables provide quantitative information regarding our financial assets and liabilities that were disclosed at fair value at March 31, 2017 and December 31, 2016:
March 31, 2017
 
 
 
Fair Value Measurements Using
($ in thousands)
 
Assets/
Liabilities
Disclosed at
Fair Value at 3/31/2017
 
Quoted Prices in
 Active Markets for
 Identical Assets/
Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
 
 

 
 

 
 

 
 

HTM:
 
 

 
 

 
 

 
 

Obligations of states and political subdivisions
 
$
64,760

 

 
64,760

 

Corporate securities
 
23,579

 

 
15,998

 
7,581

Total HTM fixed income securities
 
$
88,339

 

 
80,758

 
7,581

 
 
 
 
 
 
 
 
 
Financial Liabilities
 
 

 
 

 
 

 
 

Long-term debt:
 
 
 
 
 
 
 
 
7.25% Senior Notes
 
$
56,225

 

 
56,225

 

6.70% Senior Notes
 
108,553

 

 
108,553

 

5.875% Senior Notes
 
185,666

 
185,666

 

 

1.61% borrowings from FHLBNY
 
24,393

 

 
24,393

 

1.56% borrowings from FHLBNY
 
24,329

 

 
24,329

 

3.03% borrowings from FHLBI
 
59,620

 

 
59,620

 

Total long-term debt
 
$
458,786

 
185,666

 
273,120

 


December 31, 2016
 
 
 
Fair Value Measurements Using
($ in thousands)
 
Assets/
Liabilities
Disclosed at
Fair Value at 12/31/2016
 
Quoted Prices in
 Active Markets for
 Identical Assets/
Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
 
 

 
 

 
 

 
 

HTM:
 
 

 
 

 
 

 
 
Obligations of states and political subdivisions
 
$
79,916

 

 
79,916

 

Corporate securities
 
24,075

 

 
16,565

 
7,510

CMBS
 
1,220

 

 
1,220

 

Total HTM fixed income securities
 
$
105,211

 

 
97,701

 
7,510

 
 
 
 
 
 
 
 
 
Financial Liabilities
 
 

 
 
 
 
 
 
Long-term debt:
 
 
 
 
 
 
 
 
7.25% Senior Notes
 
$
56,148

 

 
56,148

 

6.70% Senior Notes
 
108,333

 

 
108,333

 

5.875% Senior Notes
 
176,860

 
176,860

 

 

1.61% borrowings from FHLBNY
 
24,286

 

 
24,286

 

1.56% borrowings from FHLBNY
 
24,219

 

 
24,219

 

3.03% borrowings from FHLBI
 
59,313

 

 
59,313

 

Total long-term debt
 
$
449,159

 
176,860

 
272,299

 


16

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NOTE 7. Reinsurance
The following table contains a listing of direct, assumed, and ceded reinsurance amounts for premiums written, premiums earned, and loss and loss expenses incurred for the periods indicated. For more information concerning reinsurance, refer to
Note 8. “Reinsurance” in Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report.
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Premiums written:
 
 

 
 

Direct
 
$
683,820

 
646,278

Assumed
 
5,691

 
6,320

Ceded
 
(90,807
)
 
(87,239
)
Net
 
$
598,704

 
565,359

Premiums earned:
 
 

 
 

Direct
 
$
646,728

 
606,661

Assumed
 
5,779

 
6,270

Ceded
 
(91,653
)
 
(90,473
)
Net
 
$
560,854

 
522,458

Loss and loss expense incurred:
 
 

 
 

Direct
 
$
342,122

 
361,639

Assumed
 
4,437

 
6,355

Ceded
 
(29,087
)
 
(70,850
)
Net
 
$
317,472

 
297,144


Ceded premiums and losses related to our participation in the NFIP, under which 100% of our flood premiums, losses, and loss expenses are ceded to the NFIP, are as follows:
Ceded to NFIP
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Ceded premiums written
 
$
(56,334
)
 
(53,248
)
Ceded premiums earned
 
(57,277
)
 
(56,814
)
Ceded loss and loss expense incurred
 
(6,541
)
 
(40,718
)

NOTE 8. Reserves for Losses and Loss Expenses
The table below provides a roll forward of reserves for losses and loss expenses for beginning and ending reserve balances:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Gross reserves for losses and loss expenses, at beginning of year
 
$
3,691,719

 
3,517,728

Less: reinsurance recoverable on unpaid losses and loss expenses, at beginning of year
 
611,200

 
551,019

Net reserves for losses and loss expenses, at beginning of year
 
3,080,519

 
2,966,709

Incurred losses and loss expenses for claims occurring in the:
 
 

 
 

Current year
 
331,331

 
312,778

Prior years
 
(13,859
)
 
(15,634
)
Total incurred losses and loss expenses
 
317,472

 
297,144

Paid losses and loss expenses for claims occurring in the:
 
 

 
 

Current year
 
54,708

 
44,310

Prior years
 
235,742

 
212,368

Total paid losses and loss expenses
 
290,450

 
256,678

Net reserves for losses and loss expenses, at end of period
 
3,107,541

 
3,007,175

Add: Reinsurance recoverable on unpaid losses and loss expenses, at end of period
 
571,930

 
568,321

Gross reserves for losses and loss expenses at end of period
 
$
3,679,471

 
3,575,496


Prior year development in First Quarter 2017 of $13.9 million was primarily driven by favorable prior year casualty reserve development of $22.4 million in our general liability line of business, partially offset by unfavorable casualty development of $6.0 million in our commercial automobile line of business and $2.0 million in our personal automobile line of business.

Prior year development in First Quarter 2016 of $15.6 million was primarily due to favorable casualty reserve development of $12.0 million in our workers compensation line of business and $11.0 million in our general liability line of business. This was

17

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partially offset by unfavorable casualty development of $5.0 million in our commercial automobile line of business and $1.0 million in our E&S segment.

For a discussion of the trends and recent developments impacting these lines, refer to the "Critical Accounting Policies and Estimates" section of Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." in our 2016 Annual Report.

NOTE 9. Segment Information
The disaggregated results of our four reportable segments are used by senior management to manage our operations. These reportable segments are evaluated as follows:

Our Standard Commercial Lines, Standard Personal Lines, and Excess and Surplus ("E&S") Lines are evaluated based on statutory underwriting results (net premiums earned, incurred losses and loss expenses, policyholder dividends, policy acquisition costs, and other underwriting expenses), and statutory combined ratios.

Our Investments segment is evaluated based on after-tax net investment income and net realized gains and losses.

In computing the results of each segment, we do not make adjustments for interest expense or net general corporate expenses; however, we do partially allocate taxes to various segments. Furthermore, we do not maintain separate investment portfolios for the segments and therefore, do not allocate assets to the segments.

The following summaries present revenues (net investment income and net realized gains on investments in the case of the Investments segment) and pre-tax income for the individual segments:
Revenue by Segment
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Standard Commercial Lines:
 
 

 
 

Net premiums earned:
 
 

 
 

Commercial automobile
 
$
107,129

 
95,419

Workers compensation
 
79,326

 
76,000

General liability
 
139,984

 
128,085

Commercial property
 
76,391

 
70,178

Businessowners’ policies
 
24,845

 
23,904

Bonds
 
6,498

 
5,464

Other
 
4,241

 
3,839

Miscellaneous income
 
2,860

 
690

Total Standard Commercial Lines revenue
 
441,274

 
403,579

Standard Personal Lines:
 
 
 
 
Net premiums earned:
 
 
 
 
Personal automobile
 
36,950

 
35,780

Homeowners
 
32,700

 
32,900

Other
 
1,551

 
1,525

Miscellaneous income
 
381

 
260

Total Standard Personal Lines revenue
 
71,582

 
70,465

E&S Lines:
 
 
 
 
Net premiums earned:
 
 
 
 
Commercial liability
 
37,912

 
36,856

Commercial property
 
13,327

 
12,508

Miscellaneous income
 

 
1

Total E&S Lines revenue
 
51,239

 
49,365

Investments:
 
 

 
 

Net investment income
 
37,419

 
30,769

Net realized investment losses
 
(1,045
)
 
(2,704
)
Total Investments revenue
 
36,374

 
28,065

Total revenues
 
$
600,469

 
551,474


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Income Before Federal Income Tax
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Standard Commercial Lines:
 
 

 
 

Underwriting gain
 
$
42,546

 
30,932

GAAP combined ratio
 
90.3
%
 
92.3

Statutory combined ratio
 
88.3

 
89.7

 
 
 
 


Standard Personal Lines:
 
 
 
 
Underwriting gain
 
$
5,106

 
8,605

GAAP combined ratio
 
92.8
%
 
87.7

Statutory combined ratio
 
93.9

 
90.6

 
 
 
 
 
E&S Lines:
 
 
 
 
Underwriting gain
 
$
1,570

 
1,418

GAAP combined ratio
 
96.9
%
 
97.1

Statutory combined ratio
 
95.9

 
98.4

 
 
 
 
 
Investments:
 
 

 
 

Net investment income
 
$
37,419

 
30,769

Net realized investment losses
 
(1,045
)
 
(2,704
)
Total investment income, before federal income tax
 
36,374

 
28,065

Tax on investment income
 
9,602

 
6,263

      Total investment income, after federal income tax

$
26,772


21,802

Reconciliation of Segment Results to Income
Before Federal Income Tax
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Underwriting gain, before federal income tax
 
 
 
 
Standard Commercial Lines
 
$
42,546

 
30,932

Standard Personal Lines
 
5,106

 
8,605

E&S Lines
 
1,570

 
1,418

Investment income, before federal income tax
 
36,374

 
28,065

Total all segments
 
85,596

 
69,020

Interest expense
 
(6,106
)
 
(5,606
)
General corporate and other expenses
 
(11,916
)
 
(11,539
)
Income, before federal income tax
 
$
67,574

 
51,875


NOTE 10. Retirement Plans
SICA's primary pension plan is the Retirement Income Plan for Selective Insurance Company of America (the “Pension Plan”). SICA also sponsors the Supplemental Excess Retirement Plan (the “Excess Plan”) and a life insurance benefit plan. All plans are closed to new entrants and benefits ceased accruing under the Pension Plan and the Excess Plan after March 31, 2016. For more information concerning SICA's retirement plans, refer to Note 14. “Retirement Plans” in Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report.

The following tables provide information regarding the Pension Plan:
 
 
Pension Plan
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Net Periodic Benefit Cost:
 
 
 
 
Service cost
 
$

 
1,606

Interest cost
 
3,111

 
3,102

Expected return on plan assets
 
(4,854
)
 
(3,988
)
Amortization of unrecognized net actuarial loss
 
481

 
1,480

Total net periodic cost
 
$
(1,262
)
 
2,200


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Pension Plan
Quarter ended March 31,
 
 
2017
 
2016
Weighted-Average Expense Assumptions:
 
 
 
 
Discount rate
 
4.41
%
 
4.69
%
Effective interest rate for calculation of service cost
 
n/a

 
4.52

Effective interest rate for calculation of interest cost
 
3.83
%
 
4.02

Expected return on plan assets
 
6.24
%
 
6.37

Rate of compensation increase
 
n/a

 
4.00

 
NOTE 11. Comprehensive Income
The components of comprehensive income, both gross and net of tax, for First Quarter 2017 and First Quarter 2016 are as follows:
First Quarter 2017
 
 
 
 
 
 
($ in thousands)
 
Gross
 
Tax
 
Net
Net income
 
$
67,574

 
17,134

 
50,440

Components of OCI:
 
 

 
 

 
 

Unrealized gains on investment securities:
 
 

 
 

 
 

Unrealized holding gains during period
 
25,785

 
9,024

 
16,761

Amounts reclassified into net income:
 
 
 
 
 
 
HTM securities
 
(49
)
 
(17
)
 
(32
)
Realized losses on AFS securities
 
1,510

 
529

 
981

    Total unrealized gains on investment securities
 
27,246

 
9,536

 
17,710

Defined benefit pension and post-retirement plans:
 
 

 
 

 
 

Amounts reclassified into net income:
 
 

 
 

 
 

Net actuarial loss
 
507

 
177

 
330

    Total defined benefit pension and post-retirement plans
 
507

 
177

 
330

Other comprehensive income
 
27,753

 
9,713

 
18,040

Comprehensive income
 
$
95,327

 
26,847

 
68,480

First Quarter 2016
 
 
 
 
 
 
($ in thousands)
 
Gross
 
Tax
 
Net
Net income
 
$
51,875

 
14,843

 
37,032

Components of OCI:
 
 

 
 

 
 

Unrealized gains on investment securities:
 
 

 
 

 
 

Unrealized holding gains during period
 
65,737

 
23,008

 
42,729

Amounts reclassified into net income:
 
 
 
 
 
 
HTM securities
 
(72
)
 
(25
)
 
(47
)
Realized losses on AFS securities
 
2,699

 
945

 
1,754

    Total unrealized gains on investment securities
 
68,364

 
23,928

 
44,436

Defined benefit pension and post-retirement plans:
 
 

 
 

 
 

Amounts reclassified into net income:
 
 

 
 

 
 

Net actuarial loss
 
1,516

 
530

 
986

    Total defined benefit pension and post-retirement plans
 
1,516

 
530

 
986

Other comprehensive income
 
69,880

 
24,458

 
45,422

Comprehensive income
 
$
121,755

 
39,301

 
82,454


The balances of, and changes in, each component of AOCI (net of taxes) as of March 31, 2017 were as follows:
March 31, 2017
 
 
 
Defined Benefit
Pension and Post-Retirement Plans
 
 
 
 
Net Unrealized Gain on Investment Securities
 
 
Total AOCI
($ in thousands)
 
OTTI
Related
 
HTM
Related
 
All
Other
 
Investments
Subtotal
 
 
Balance, December 31, 2016
 
$
(150
)
 
102

 
42,170

 
42,122

 
(58,072
)
 
(15,950
)
OCI before reclassifications
 

 

 
16,761

 
16,761

 

 
16,761

Amounts reclassified from AOCI
 

 
(32
)
 
981

 
949

 
330

 
1,279

Net current period OCI
 

 
(32
)
 
17,742

 
17,710

 
330

 
18,040

Balance, March 31, 2017
 
$
(150
)
 
70

 
59,912

 
59,832

 
(57,742
)
 
2,090


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The reclassifications out of AOCI were as follows:
 
Quarter ended
March 31,
Affected Line Item in the Unaudited Consolidated Statement of Income
($ in thousands)
2017
 
2016
HTM related
 
 
 
 
Unrealized losses on HTM disposals
13

 
28

Net realized losses
Amortization of net unrealized gains on HTM securities
(62
)
 
(100
)
Net investment income earned
 
(49
)
 
(72
)
Income before federal income tax
 
17

 
25

Total federal income tax expense
 
(32
)
 
(47
)
Net income
Realized losses (gains) on AFS and OTTI
 
 
 
 
Realized losses (gains) on AFS disposals and OTTI
1,510

 
2,699

Net realized losses
 
1,510

 
2,699

Income before federal income tax
 
(529
)
 
(945
)
Total federal income tax expense
 
981

 
1,754

Net income
Defined benefit pension and post-retirement life plans
 
 
 
 
Net actuarial loss
110

 
329

Losses and loss expenses incurred
 
397

 
1,187

Policy acquisition costs
Total defined benefit pension and post-retirement life
507

 
1,516

Income before federal income tax
 
(177
)
 
(530
)
Total federal income tax expense
 
330

 
986

Net income
 
 
 
 
 
Total reclassifications for the period
$
1,279

 
2,693

Net income

NOTE 12. Related Party Transactions
BlackRock, Inc., a leading publicly traded investment management firm, with $5.4 trillion of assets under management at March 31, 2017 (“BlackRock”), has purchased our common shares in the ordinary course of its investment business and has previously filed Schedules 13G/A with the SEC. On April 10, 2017, BlackRock filed a Schedule 13G/A reporting beneficial ownership as of March 31, 2017, of 12.7% of our common stock. In connection with purchasing our common shares, BlackRock filed the necessary filings with insurance regulatory authorities. On the basis of those filings, BlackRock is deemed not to be a controlling person for the purposes of applicable insurance law.

We are required to disclose related party information for our transactions with BlackRock. BlackRock is highly regulated, serves its clients as a fiduciary, and has a diverse platform of active (alpha) and index (beta) investment strategies across asset classes that enables it to tailor investment outcomes and asset allocation solutions for clients. BlackRock also offers the BlackRock Solutions® investment and risk management technology platform, Aladdin®, risk analytics, advisory and technology services and solutions to a broad base of institutional and wealth management investors. In First Quarter 2017, we incurred expenses related to BlackRock of $0.5 million for services rendered. No material expenses were incurred with BlackRock in First Quarter 2016. Amounts payable for such services at March 31, 2017 and December 31, 2016, were $0.8 million and $0.4 million, respectively.

We have no additional material transactions with related parties other than those disclosed in Note 16. "Related Party Transactions" included in Item 8. "Financial Statements and Supplementary Data." of our 2016 Annual Report.

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NOTE 13. Litigation
In the ordinary course of conducting business, we are named as defendants in various legal proceedings. Most of these proceedings are claims litigation involving our ten insurance subsidiaries ("Insurance Subsidiaries") as either: (i) liability insurers defending or providing indemnity for third-party claims brought against our customers; or (ii) insurers defending first-party coverage claims brought against them. We account for such activity through the establishment of unpaid losses and loss expense reserves. We expect that any potential ultimate liability in such ordinary course claims litigation will not be material to our consolidated financial condition, results of operations, or cash flows after consideration of provisions made for potential losses and costs of defense.
 
From time to time, our Insurance Subsidiaries also are named as defendants in other legal actions, some of which assert claims for substantial amounts. These actions include, among others, putative class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, improper reimbursement of medical providers paid under workers compensation and personal and commercial automobile insurance policies. Similarly, our Insurance Subsidiaries are also named from time-to-time in individual actions seeking extra-contractual damages, punitive damages, or penalties, some of which allege bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that any potential ultimate liability in any such lawsuit will not be material to our consolidated financial condition, after consideration of provisions made for estimated losses. Nonetheless, given the inherent unpredictability of litigation and the large or indeterminate amounts sought in certain of these actions, an adverse outcome in certain matters could possibly have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods.

As of March 31, 2017, we do not believe the Company was involved in any legal action that could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.


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Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements
As used herein, the "Company," "we," "us," or "our" refers to Selective Insurance Group, Inc. (the "Parent"), and its subsidiaries, except as expressly indicated or unless the context otherwise requires. In this Quarterly Report on Form 10-Q, we discuss and make statements regarding our intentions, beliefs, current expectations, and projections regarding our company’s future operations and performance. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipates,” “believes,” “expects,” “will,” “should,” and “intends” and their negatives. We caution prospective investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in our future performance. Factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, those discussed under Item 1A. “Risk Factors” below in Part II. “Other Information.” These risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to time. We can neither predict such new risk factors nor can we assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied in any forward-looking statements in this report. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this report might not occur. We make forward-looking statements based on currently available information and assume no obligation to update these statements due to changes in underlying factors, new information, future developments, or otherwise.
  
Introduction
The Parent, through its ten insurance subsidiaries, collectively referred to as the "Insurance Subsidiaries", offers property and casualty insurance products in the standard and excess and surplus ("E&S") marketplaces. We classify our business into four reportable segments, which are as follows:

Standard Commercial Lines;
Standard Personal Lines;
E&S Lines; and
Investments.

For further details regarding these segments, refer to Note 9. "Segment Information" in Item 1. "Financial Statements." of this Form 10-Q and Note 11. "Segment Information" in Item 8. "Financial Statements and Supplementary Data." of our Annual Report on Form 10-K for the year ended December 31, 2016 ("2016 Annual Report").

Our Standard Commercial and Standard Personal Lines products and services are written through our nine Insurance Subsidiaries, some of which write flood business through the Write Your Own ("WYO") program of the National Flood Insurance Program ("NFIP"). Our E&S products and services are written through one subsidiary, Mesa Underwriters Specialty Insurance Company ("MUSIC"). This subsidiary provides us with a nationally-authorized non-admitted platform to offer insurance products and services to customers who have not obtained coverage in the standard marketplace.
The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated results of operations and financial condition, as well as known trends and uncertainties, that may have a material impact in future periods. Consequently, investors should read the MD&A in conjunction with the consolidated financial statements in our 2016 Annual Report filed with the U.S. Securities and Exchange Commission ("SEC").
In the MD&A, we will discuss and analyze the following:
Critical Accounting Policies and Estimates;
Financial Highlights of Results for the first quarters ended March 31, 2017 (“First Quarter 2017”) and March 31, 2016 (“First Quarter 2016”);
Results of Operations and Related Information by Segment;
Federal Income Taxes;
Financial Condition, Liquidity, and Capital Resources;
Ratings;
Off-Balance Sheet Arrangements; and
Contractual Obligations, Contingent Liabilities, and Commitments.

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Table of Contents


Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements include amounts based on our informed estimates and judgments for those transactions that are not yet complete. Such estimates and judgments affect the reported amounts in the consolidated financial statements. Those estimates and judgments that were most critical to the preparation of the consolidated financial statements involved the following: (i) reserves for loss and loss expenses; (ii) pension and post-retirement benefit plan actuarial assumptions; (iii) investment valuation and other-than-temporary-impairments ("OTTI"); and (iv) reinsurance. These estimates and judgments require the use of assumptions about matters that are highly uncertain and, therefore, are subject to change as facts and circumstances develop. If different estimates and judgments had been applied, materially different amounts might have been reported in the financial statements. For additional information regarding our critical accounting policies, refer to pages 37 through 45 of our 2016 Annual Report.
 
Financial Highlights of Results for First Quarter 2017 and First Quarter 20161 
 
 
Quarter ended
March 31,
 
Change
% or Points
 
 
($ and shares in thousands, except per share amounts)
 
2017
 
2016
 
 
 
Generally Accepted Accounting Principles ("GAAP") measures:
 
 
 
 
 
 
 
 
Revenues
 
$
600,469

 
551,474

 
9

 
%
After-tax net investment income
 
27,451

 
23,560

 
17

 
 
Pre-tax net income
 
67,574

 
51,875

 
30

 
 
Net income
 
50,440

 
37,032

 
36

 
 
Diluted net income per share
 
0.85

 
0.63

 
35

 
 
Diluted weighted-average outstanding shares
 
59,148

 
58,507

 
1

 
 
GAAP combined ratio
 
91.2
%
 
92.2

 
(1.0
)
 
pts 
   Statutory combined ratio
 
89.7

 
90.7

 
(1.0
)
 
 
Invested assets per dollar of stockholders' equity
 
$
3.43

 
3.50

 
(2
)
 
%
After-tax yield on investments
 
2.0
%
 
1.8

 
0.2

 
pts
Annualized return on average equity ("ROE")
 
12.9

 
10.3

 
2.6

 
 
Non-GAAP measures:
 
 
 
 
 
 
 
 
Operating income2
 
$
51,119

 
38,790

 
32

 
%
Diluted operating income per share2
 
0.86

 
0.66

 
30

 
 
Annualized operating ROE2
 
13.1
%
 
10.8

 
2.3

 
pts 
1 
Refer to the Glossary of Terms attached to our 2016 Annual Report as Exhibit 99.1 for definitions of terms used in this Form 10-Q.
2 
Operating income is used as an important financial measure by us, analysts, and investors, because the realization of investment gains and losses on sales in any given period is largely discretionary as to timing. In addition, these realized investment gains and losses, as well as OTTI that are charged to earnings and the results of discontinued operations, could distort the analysis of trends.

Reconciliations of net income, net income per share, and annualized ROE to operating income, operating income per share, and annualized operating ROE, respectively, are provided in the tables below:
Reconciliation of net income to operating income
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Net income
 
$
50,440

 
37,032

Exclude: Net realized losses
 
1,045

 
2,704

Exclude: Tax on net realized losses
 
(366
)
 
(946
)
Operating income
 
$
51,119

 
38,790

Reconciliation of net income per share to operating income per share
 
Quarter ended March 31,
 
 
2017
 
2016
Diluted net income per share
 
$
0.85

 
0.63

Exclude: Net realized losses per share
 
0.02

 
0.05

Exclude: Tax on net realized losses per share
 
(0.01
)
 
(0.02
)
Diluted operating income per share
 
$
0.86

 
0.66

Reconciliation of annualized ROE to annualized operating ROE
 
Quarter ended March 31,
 
 
2017
 
2016
Annualized ROE
 
12.9
 %
 
10.3

Exclude: Net realized losses
 
0.3

 
0.8

Exclude: Tax on net realized losses
 
(0.1
)
 
(0.3
)
Annualized operating ROE
 
13.1
 %
 
10.8


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Table of Contents


Our First Quarter 2017 results continue to reflect our hard work to drive renewal pure price increases within our Standard Commercial and Personal Lines segments as well as our E&S segment, generate new business, and improve the underlying profitability of our book of business through various underwriting and claims initiatives. Starting in late 2016, we have moved to more actively manage our investment portfolio to generate higher after-tax net investment income in an investment environment of low interest rates. Our net premiums written ("NPW") growth of 6% in First Quarter 2017 was driven by our strong franchise value with our "ivy league" distribution partners. Over the past 29 quarters, our Standard Commercial Lines renewal pure price increases have cumulatively outperformed the Willis Towers Watson Commercial Lines Pricing (or CLIPs) survey by approximately 1,700 basis points, while maintaining high retention rates. In addition, NPW growth was aided by the appointment of 110 retail agents in 2016 and 30 retail agents in First Quarter 2017.

In addition to the cumulative pure renewal price increases we have achieved over the past several years, we have benefited from underwriting and claims process enhancements, as well as a shift in our business mix towards higher quality accounts. For example, our workers compensation book of business, which represents approximately 20% of our Standard Commercial Lines business, continues to benefit from the steps we have taken in recent years to increase premium rates and to improve the business mix by shifting towards lower hazard and smaller accounts from higher hazard and larger accounts. Additionally, claims initiatives, such as having an increased focus on reducing workers compensation medical costs through more favorable Preferred Provider Organization ("PPO") contracts and greater PPO penetration, have helped to improve profitability of this line. The workers compensation statutory combined ratio was a profitable 95.6% in First Quarter 2017. Our E&S segment has also seen some improvement in underwriting results as we have continued to deploy our corporate claims practices into this smaller operation; although we have not yet met our financial targets for this segment. For a full discussion of the claims initiatives that we have deployed, refer to the “Reserves for Loss and Loss Expenses” section within Critical Accounting Policies in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2016 Annual Report.

After-tax net investment income grew 17% in First Quarter 2017 compared to First Quarter 2016 driven by a higher fixed income asset base and improved returns on our alternative investments. During 2016, we determined that a more active management approach to our investment portfolio was necessary to maximize the risk-adjusted after-tax income and total return of the portfolio, while maintaining a similar level of credit quality and duration risk. We have increased our long-term target risk asset allocation and modestly increased our exposure to non-investment grade fixed income securities, private equity investments, and private credit strategies to further diversify our allocation within risk assets. Our risk assets, which include public equities, non-investment grade fixed income securities, private equity investments, and other limited partnership private investments, represented 7% of our total invested assets at March 31, 2017 and may increase to approximately 10% over time.

The improvements to our underwriting profitability and the more active management of our investment portfolio contributed to our long-term goal of generating an operating ROE that is approximately 300 basis points in excess of our weighted average cost of capital over time. Our annualized ROE increased in First Quarter 2017 compared to First Quarter 2016, mainly due to increased profitability in our insurance operations and the increase in investment income mentioned above. Our annualized ROE and operating ROE contributions by component are as follows:
ROE
 
Quarter ended March 31,
 
 
2017
 
2016
Insurance segments
 
8.2
 %
 
7.4

Investment income1
 
7.0

 
6.6

Other
 
(2.1
)
 
(3.2
)
Net realized losses1, net of tax at 35%
 
(0.2
)
 
(0.5
)
Annualized ROE
 
12.9

 
10.3

Exclude: Net realized losses1, net of tax at 35%
 
0.2

 
0.5

Annualized operating ROE
 
13.1
 %
 
10.8

Weighted average cost of capital
 
8.6
 %
 
8.1

1 Investment segment results are the combination of "Net investment income earned" and "Net realized losses".
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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Table of Contents

Insurance Segments
The key metric in understanding our insurance segments’ contribution to annualized operating ROE is the GAAP combined ratio. The following table provides a quantitative foundation for analyzing this ratio:
All Lines
 
Quarter ended March 31,
 
Change % or Points
 
 
($ in thousands)
 
2017
 
2016
 
 
 
GAAP Insurance Operations Results:
 
 
 
 
 
 
NPW
 
$
598,704

 
565,359

 
6

 
%
Net premiums earned (“NPE”)
 
560,854

 
522,458

 
7

 
 
Less:
 
 
 
 

 
 
 
 
Losses and loss expenses incurred
 
317,472

 
297,144

 
7

 
 
Net underwriting expenses incurred
 
194,257

 
182,706

 
6

 
 
Dividends to policyholders
 
(97
)
 
1,653

 
(106
)
 
 
Underwriting gain
 
$
49,222

 
40,955

 
20

 
%
GAAP Ratios:
 
 
 
 

 
 
 
 
Loss and loss expense ratio
 
56.6

%
56.9

 
(0.3
)
 
pts 
Underwriting expense ratio
 
34.6

 
35.0

 
(0.4
)
 
 
Dividends to policyholders ratio
 

 
0.3

 
(0.3
)
 
 
Combined ratio
 
91.2

 
92.2

 
(1.0
)
 
 
Statutory Ratios:
 
 
 
 

 
 
 
 
Loss and loss expense ratio
 
56.6

 
56.7

 
(0.1
)
 
 
Underwriting expense ratio
 
33.1

 
33.7

 
(0.6
)
 
 
Dividends to policyholders ratio
 

 
0.3

 
(0.3
)
 
 
Combined ratio
 
89.7

%
90.7

 
(1.0
)
 
pts 

The GAAP combined ratio decreased 1.0 points in First Quarter 2017 compared to the same period last year, driven by:

Catastrophe losses that were 0.6 points lower than last year at $12.2 million, or 2.2 points, in First Quarter 2017 compared to $14.4 million, or 2.8 points, in First Quarter 2016.

Underwriting expenses that were 0.4 points lower than last year reflecting a 0.5-point decrease in pension expense. As our pension plan ceased accruing benefits on March 31, 2016, we extended the amortization period for the net actuarial loss from the average remaining service life of active participants to the average remaining life expectancy of plan participants. This reduced amortization, coupled with interest costs in the quarter, did not fully offset the expected return on our pension assets, thereby creating the benefit that reduced our overall expense ratio. For additional information on our pension plan, refer to Note 10. "Retirement Plans" in Item 1. "Financial Statements." of this Form 10-Q.

Partially offsetting these reductions to the combined ratio was favorable prior year casualty reserve development that was lower than last year as follows:
(Favorable)/Unfavorable Prior Year Casualty Reserve Development
Quarter ended March 31,
($ in millions)
2017
 
2016
General liability
$
(22.4
)
 
(11.0
)
Commercial automobile
6.0

 
5.0

Workers compensation

 
(12.0
)
   Total Standard Commercial Lines
(16.4
)
 
(18.0
)
 
 
 
 
Personal automobile
2.0

 

   Total Standard Personal Lines
2.0

 

 
 
 
 
E&S

 
1.0

 
 
 
 
Total (favorable) prior year casualty reserve development
$
(14.4
)
 
(17.0
)
 
 
 
 
(Favorable) impact on loss ratio
(2.6
)
pts
(3.3
)

For a qualitative discussion of this reserve development, please refer to the respective insurance segment section below in
"Results of Operations and Related Information by Segment."

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Table of Contents


Investments Segment
In total, our investment segment contributed 6.8 points to our overall annualized ROE in First Quarter 2017, compared to 6.1 points in First Quarter 2016. This increase was driven by a higher fixed income base and improved yields on this portfolio. Additionally, our alternative investment portfolio reported pre-tax income of $1.6 million in First Quarter 2017 compared to a pre-tax loss of $1.1 million in First Quarter 2016 which was negatively impacted by the energy sector.

Other
Our other expenses, which are primarily comprised of expenses at the holding company level, reduced our overall annualized ROE by 2.1 points in First Quarter 2017 compared to 3.2 points in First Quarter 2016. This variance was driven primarily by the tax effects of share-based compensation, which benefited our overall annualized ROE in First Quarter 2017. We do not expect this tax benefit to be replicated throughout the remainder of 2017. We expect expense reductions and increased stability related to our share-based payment awards beginning in 2017 as we have restructured our awards to be more aligned with grant date fair value expense treatment and lowered the allocation to awards that require fair value adjustments subsequent to grant date.

For additional information on the tax affects of share-based compensation, refer to Note 2. "Adoption of Accounting Pronouncements" in Item 1. "Financial Statements." of this Form 10-Q.

Outlook
In 2017, we continue to focus on seeking out additional growth opportunities in our insurance operations while achieving rate and working towards our profit targets. We have been able to achieve NPW growth that has exceeded the industry’s growth rate, while at the same time generating solid underwriting margins. In addition, we have about a 1% commercial lines market share in the 22 states in which we operate and our long-term goal is to increase this market share to approximately 3%. By offering our distribution partners superior technology solutions and customer experience, we are targeting a 12% share of the commercial lines business within our independent agencies, from our current 7% share, which we refer to as our "share of wallet." We are also seeking to increase our agency appointments over time to represent a 25% market share of the states in which we are fully operational, from our current 17% share. We believe our relationships with our distribution partners are among the strongest in the industry and underpin our success. During First Quarter 2017, we appointed 30 of the 85 new agents we are planning for this year.

Our plans are well on track to expand into Arizona and New Hampshire in the latter half of this year. We have appointed new agents in those new markets and have hired internal staff. Our approach to entering new states is consistent with our agent franchise business model, which is predicated around our field based underwriting, claims, and customer service.

In our Investments segment, we generated after-tax net investment income of $27.5 million in First Quarter 2017 and are on track to meet our full year guidance of $110 million. Our challenge in 2017 is navigating the increased market volatility that may accompany uncertainty regarding fiscal and monetary policy changes. For instance, the potential impact of limiting or eliminating tax-advantage municipal bond interest may be significant to the returns of our municipal bond portfolio. Likewise, a reduction in the corporate tax rate or a border-adjustment tax may have significant repercussions in the marketplace. Weighing these risks when seeking new opportunities, and managing the risks for existing positions and sectors in the portfolio, will be a key focus throughout the remainder of the year.

In summary, we are positioning ourselves for a more competitive environment with a focus on generating adequate returns for our shareholders. We are preparing ourselves for changes in a period of heightened uncertainty surrounding interest rates, tax law changes, legislative changes, and inflation. We also have a number of internal strategic initiatives in place to enhance our technological offerings to our agents while improving the overall customer experience.

After one quarter of better than expected results, we are maintaining our full-year expectations as follows:
A statutory combined ratio, excluding catastrophe losses, of approximately 90.5%. This assumes no additional prior year casualty reserve development;
Catastrophe losses of 3.5 points;
After-tax investment income of approximately $110 million; and
Weighted average shares of approximately 59.2 million.


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Table of Contents

Results of Operations and Related Information by Segment

Standard Commercial Lines
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
GAAP Insurance Operations Results:
 
 

 
 

 
 

 
NPW
 
$
483,548

 
455,063

 
6

%
NPE
 
438,414

 
402,889

 
9

 
Less:
 
 
 
  

 
 

 
Losses and loss expenses incurred
 
241,564

 
223,350

 
8

 
Net underwriting expenses incurred
 
154,401

 
146,954

 
5

 
Dividends to policyholders
 
(97
)
 
1,653

 
(106
)
 
Underwriting gain
 
$
42,546

 
30,932

 
38

%
GAAP Ratios:
 
 

 
 

 
 

 
Loss and loss expense ratio
 
55.1

%
55.4

 
(0.3
)
pts
Underwriting expense ratio
 
35.2

 
36.5

 
(1.3
)
 
Dividends to policyholders ratio
 

 
0.4

 
(0.4
)
 
Combined ratio
 
90.3

 
92.3

 
(2.0
)
 
Statutory Ratios:
 
 

 
 

 
 

 
Loss and loss expense ratio
 
55.1

 
55.2

 
(0.1
)
 
Underwriting expense ratio
 
33.2

 
34.1

 
(0.9
)
 
Dividends to policyholders ratio
 

 
0.4

 
(0.4
)
 
Combined ratio
 
88.3

%
89.7

 
(1.4
)
pts

The increase in NPW in First Quarter 2017 compared to First Quarter 2016 was driven by: (i) increases in direct new business; (ii) renewal pure price increases; and (iii) strong retention.
 
 
Quarter ended March 31,
($ in millions)
 
2017
 
2016
Retention
 
85

%
85

Renewal pure price increases
 
3.0

 
2.8

Direct new business
 
$
89.5

 
87.6


The NPE increases in First Quarter 2017 compared to First Quarter 2016 were consistent with the fluctuation in NPW for the twelve-month period ended March 31, 2017 compared with the twelve-month period ended March 31, 2016.

The GAAP loss and loss expense ratio decreased 0.3 points in First Quarter 2017 compared to First Quarter 2016. This decrease was driven by the following:

First Quarter 2017

First Quarter 2016


($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio


Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio

Change in Ratio

Favorable prior year casualty reserve development
$
(16.4
)
(3.7
)
pts

$
(18.0
)
(4.5
)
pts
0.8

pts
Non-catastrophe property losses
49.8

11.4



43.6

10.8


0.6


Catastrophe losses
6.9

1.6



11.6

2.9


(1.3
)


For additional information regarding the favorable prior year casualty reserve development by line of business, see the "Financial Highlights of Results for First Quarter 2017 and First Quarter 2016" section above and the line of business discussions below.

The decrease in the GAAP underwriting expense ratio in the quarter of 1.2 points was primarily attributable to lower pension expense of 0.6 points and lower commissions to our distribution partners of approximately 0.3 points. In addition, labor expenses decreased as a percentage of premium as we recognized productivity gains relative to the growth of our business.


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Table of Contents

The following is a discussion of our most significant Standard Commercial Lines of business and their respective statutory results:
General Liability
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
Statutory NPW
 
$
155,137

 
144,706

 
7

%
  Direct new business
 
26,907

 
26,111

 
3

 
  Retention
 
85

%
85

 

pts
  Renewal pure price increases
 
2.3

 
2.0

 
0.3

 
Statutory NPE
 
$
139,984

 
128,085

 
9

%
Statutory combined ratio
 
73.2

%
83.4

 
(10.2
)
pts
% of total statutory Standard Commercial Lines NPW
 
32

 
32

 
 

 
The statutory combined ratio decrease in First Quarter 2017 compared to First Quarter 2016 was primarily driven by favorable prior year casualty reserve development as illustrated in the table below:

First Quarter 2017
First Quarter 2016


($ in millions)
(Benefit) Expense
Impact on
Combined Ratio

 (Benefit) Expense
Impact on
Combined Ratio

Change
Points

Favorable prior year casualty reserve development
$
(22.4
)
(16.0
)
pts
$
(11.0
)
(8.6
)
pts
(7.4
)
pts

The significant drivers of the development were as follows:

First Quarter 2017: Development was primarily attributable to lower claims frequencies and severities in accident years 2014 and prior.

First Quarter 2016: Development was primarily attributable to lower claims frequencies and severities in the 2011 through 2014 accident years.

Commercial Automobile
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
Statutory NPW
 
$
117,387

 
108,208

 
8

%
  Direct new business
 
18,560

 
18,589

 

 
  Retention
 
85

%
85

 

pts
  Renewal pure price increases
 
6.6

 
5.0

 
1.6

 
Statutory NPE
 
$
107,129

 
95,419

 
12

%
Statutory combined ratio
 
105.7

%
104.9

 
0.8

pts
% of total statutory Standard Commercial Lines NPW
 
24

 
24

 
 

 

The 0.8-point increase in the statutory combined ratio in First Quarter 2017 compared to First Quarter 2016 was primarily due to: (i) an increase in the current year loss reserve estimate of approximately 4.5 points driven by an increase in casualty claim frequency; (ii) higher unfavorable prior year casualty reserve development of 0.4 points; and (iii) a slight increase in catastrophe losses of 0.1 points. These were partially offset by: (i) a 1.3-point decrease in non-catastrophe property losses; (ii) a change in the mix of property and casualty premiums that resulted in a 1.1-point reduction in the combined ratio; and (iii) a 0.5-point decrease in pension expense.

Quantitative information regarding the development and non-catastrophe property losses is as follows:
 
First Quarter 2017
 
First Quarter 2016
 
 
($ in millions)
Losses Incurred
Impact on
Loss Ratio
 
 
Losses Incurred
Impact on
 Loss Ratio
 
Change in Ratio
 
Unfavorable prior year casualty reserve development
$
6.0

5.6

pts
 
$
5.0

5.2

pts
0.4

pts
Catastrophe losses
0.2

0.2

 
 
0.1

0.1

 
0.1

 
Non-catastrophe property losses
15.8

14.7

 
 
15.3

16.0

 
(1.3
)
 

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Table of Contents


The significant drivers of the development were as follows:

First Quarter 2017: Development was primarily due to higher claims frequencies in the 2016 accident year.

First Quarter 2016: Development was primarily due to higher claims frequencies in the 2015 accident year.
Workers Compensation
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
Statutory NPW
 
$
91,840

 
91,312

 
1

%
  Direct new business
 
17,037

 
17,730

 
(4
)
 
  Retention
 
84

%
84

 

pts
  Renewal pure price increases
 
0.7

 
1.8

 
(1.1
)
 
Statutory NPE
 
$
79,326

 
76,000

 
4

%
Statutory combined ratio
 
95.6

%
81.1

 
14.5

pts
% of total statutory Standard Commercial Lines NPW
 
19

 
20

 
 

 

The increase in the statutory combined ratio in First Quarter 2017 compared to the same prior year period was due to prior year casualty reserve development, which is as follows:
 
First Quarter 2017
First Quarter 2016
 
 
($ in millions)
(Benefit) Expense
Impact on
Combined Ratio
 
 (Benefit) Expense
Impact on
Combined Ratio
 
Change
Points
 
Favorable prior year casualty reserve development
$

pts
$
(12.0
)
(15.8
)
pts
15.8
pts

For more information regarding the initiatives that we have undertaken regarding this line of business, refer to the Standard Market Workers Compensation Line of Business discussion within the Reserves for Losses and Loss Expenses section of "Critical Accounting Policies and Estimates" of our 2016 Annual Report.

Commercial Property
 
 
 
 
 
 
 
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
Statutory NPW
 
$
80,503

 
75,644

 
6

%
  Direct new business
 
17,313

 
17,809

 
(3
)
 
  Retention
 
83

%
83

 

pts
Renewal pure price increases
 
2.3

 
2.2

 
0.1

 
Statutory NPE
 
$
76,391

 
70,178

 
9

%
Statutory combined ratio
 
85.8

%
91.8

 
(6.0
)
pts
% of total statutory Standard Commercial Lines NPW
 
17

 
17

 
 

 

The fluctuation in the statutory combined ratio in First Quarter 2017 compared to First Quarter 2016 was driven by the following:

First Quarter 2017

First Quarter 2016


($ in millions)
(Benefit) Expense
Impact on
Combined Ratio


(Benefit) Expense
Impact on
Combined Ratio

Change
% or
Points

Non-catastrophe property losses
$
27.1

35.4

pts

$
23.2

33.0
pts
2.4

pts
Policyholder dividends
(0.3
)
(0.4
)
 
 
0.3

0.4

(0.8
)

Catastrophe losses
6.0

7.9



10.2

14.6

(6.7
)


The increase in non-catastrophe property losses in First Quarter 2017 was driven by higher fire and weather-related losses than in First Quarter 2016, reflecting volatility from period to period that is normally associated with our commercial property line of business.

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Table of Contents


Standard Personal Lines
 
 
Quarter ended March 31,
 
Change
% or
Points
 
 
($ in thousands)
 
2017
 
2016
 
 
 
GAAP Insurance Operations Results:
 
 

 
 

 
 

 
 
NPW
 
$
64,696

 
61,969

 
4

 
%
NPE
 
71,201

 
70,205

 
1

 
 
Less:
 
 
 
 

 
 
 
 
Losses and loss expenses incurred
 
44,290

 
39,695

 
12

 
 
Net underwriting expenses incurred
 
21,805

 
21,905

 

 
 
Underwriting gain
 
$
5,106

 
8,605

 
(41
)
 
%
GAAP Ratios:
 
 
 
 

 
 
 
 
Loss and loss expense ratio
 
62.2

%
56.5

 
5.7

 
pts
Underwriting expense ratio
 
30.6

 
31.2

 
(0.6
)
 
 
Combined ratio
 
92.8

 
87.7

 
5.1

 
 
Statutory Ratios:
 
 
 
 

 
 
 
 
Loss and loss expense ratio
 
62.2

 
56.5

 
5.7

 
 
Underwriting expense ratio
 
31.7

 
34.1

 
(2.4
)
 
 
Combined ratio
 
93.9

%
90.6

 
3.3

 
pts

The increase in NPW in First Quarter 2017 compared to First Quarter 2016 was due primarily to: (i) an increase in new business; (ii) renewal pure price increases; and (iii) improving retention.
 
 
Quarter ended March 31,
($ in millions)
 
2017
 
2016
New business
 
$
11.4

 
7.4
Retention
 
84

%
82
Renewal pure price increases
 
2.7

 
5.1

The NPE increase in First Quarter 2017 compared to First Quarter 2016 were consistent with the fluctuations in NPW for the twelve-month period ended March 31, 2017 compared with the twelve-month period ended March 31, 2016.

The GAAP loss and loss expense ratio increased 5.7 points in First Quarter 2017 compared to First Quarter 2016. The quantitative breakout of these drivers were as follows:
 
First Quarter 2017
 
First Quarter 2016
 
 
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
 
 
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
 
Change in Ratio
 
Unfavorable prior year casualty reserve development
$
2.0

2.8

pts
 
$


pts
2.8

pts
Catastrophe losses
3.9

5.5

 
 
2.2

3.2

 
2.3

 
Flood claims handling fees
(0.6
)
(0.9
)
 
 
(1.1
)
(1.5
)
 
0.6

 
Non-catastrophe property losses
16.3

22.9

 
 
16.3

23.2

 
(0.3
)
 

The 0.6-point decrease in the underwriting expense ratio was driven by targeted actions taken on direct commissions for our homeowners book of business, coupled with the impact of our underwriting expense initiatives such as:
Cost containment measures related to expenditures for surveys and other underwriting reports; and
A reduction in pension expense.

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Table of Contents


E&S Insurance Operations
 
 
Quarter ended March 31,
 
Change
% or
Points
 
($ in thousands)
 
2017
 
2016
 
 
GAAP Insurance Operations Results:
 
 

 
 

 
 

 
NPW
 
$
50,460

 
48,327

 
4

%
NPE
 
51,239

 
49,364

 
4

 
Less:
 
 

 
 

 
 

 
Losses and loss expenses incurred
 
31,618

 
34,099

 
(7
)
 
Net underwriting expenses incurred
 
18,051

 
13,847

 
30

 
Underwriting gain
 
$
1,570

 
1,418

 
11

%
GAAP Ratios:
 
 

 
 

 
 

 
Loss and loss expense ratio
 
61.7

%
69.1

 
(7.4
)
pts
Underwriting expense ratio
 
35.2

 
28.0

 
7.2

 
Combined ratio
 
96.9

 
97.1

 
(0.2
)
 
Statutory Ratios:
 
 

 
 

 
 

 
Loss and loss expense ratio
 
61.8

 
68.9

 
(7.1
)
 
Underwriting expense ratio
 
34.1

 
29.5

 
4.6

 
Combined ratio
 
95.9

%
98.4

 
(2.5
)
pts

We continue to focus on profitability drivers in our E&S operations and have achieved price increases of 7.1% in the quarter. The increase in NPW in First Quarter 2017 compared to First Quarter 2016 was due primarily to an increase in new business, coupled with these price increases. Quantitative information is as follows:
 
 
Quarter ended March 31,
($ in millions)
 
2017
 
2016
Direct new business
 
$
23.8

 
22.5

Price increases
 
7.1

%
3.4

 
The NPE increase in First Quarter 2017, compared to First Quarter 2016, were consistent with the fluctuations in NPW for the twelve-month period ended March 31, 2017 compared with the twelve-month period ended March 31, 2016.

The GAAP loss and loss expense ratio decreased 7.4 points in First Quarter 2017 compared to the same prior year period. This decrease reflects an approximate 4.5-point decrease in current year loss costs along with the following:
 
First Quarter 2017
 
 
First Quarter 2016
 
 
 
($ in millions)
Losses and Loss Expenses Incurred
Impact on
Loss and Loss Expense Ratio
 
 
Losses and Loss
Expenses
Incurred
Impact on
Loss and Loss Expense Ratio
 
Change in Ratio
 
Catastrophe losses
$
1.4

2.7
pts
 
$
0.5

1.0
pts
1.7

pts
Unfavorable prior year casualty reserve development

 
 
1.0

2.0
 
(2.0
)
 
Non-catastrophe property losses
5.3

10.3
 
 
6.5

13.1
 
(2.8
)
 

There was a 7.2-point increase in the GAAP underwriting expense ratio in First Quarter 2017 compared to First Quarter 2016, half of which was driven by a lower annual cash incentive plan payment in First Quarter 2016 for employees in this segment based on 2015 underwriting results, coupled with an increase in First Quarter 2017 due to a higher allocation of corporate support services to this segment.

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Table of Contents


Investments
The primary objective of the investment portfolio is to maximize risk-adjusted after-tax income and total return of the portfolio, while maintaining our historic credit quality and duration risk profile. Our investment philosophy includes certain return and risk objectives for the fixed income, equity, and other investment portfolios. After-tax yield and income generation are key drivers to our investment strategy, which we believe will be obtained through more active management of the portfolio.
Total Invested Assets
 
 
 
 
 
 
 
($ in thousands)
 
March 31, 2017
 
December 31, 2016
 
Change % or Points
 
Total invested assets
 
$
5,460,762

 
5,364,947

 
2

%
Invested assets per dollar of stockholders' equity
 
3.43

 
3.50

 
(2
)

Unrealized gain – before tax
 
92,049

 
64,803

 
42

 
Unrealized gain – after tax
 
59,832

 
42,122

 
42

 
The increase in invested assets at March 31, 2017 compared to December 31, 2016 was primarily driven by operating cash flow of $46.6 million, and an increase in unrealized gains of $27.2 million. The $27.2 million change in unrealized gains was driven by our fixed income securities portfolio, which was impacted by tightening credit spreads and a decrease in risk-free rates as seen in the 10-year U.S. Treasury Note, which fell by 6 basis points in 2017.

Fixed Income Securities
At March 31, 2017, our fixed income securities portfolio represented 90% of our total invested assets, compared to our December 31, 2016 allocation of 92%. The effective duration of the fixed income securities portfolio as of March 31, 2017 was 3.6 years, including short-term investments, compared to the Insurance Subsidiaries’ liability duration of approximately 4.0 years. The current duration of the fixed income securities portfolio is within our historical range, and is monitored and managed to maximize yield while managing interest rate risk at an acceptable level. We maintain a well-diversified portfolio across sectors, credit quality, and maturities that affords us ample liquidity. Every purchase or sale is made with the intent of maximizing risk-adjusted investment returns in the current market environment while balancing capital preservation. Our fixed income securities portfolio had a weighted average credit rating of "AA-" with 97% of the securities in the portfolio being investment grade quality at both March 31, 2017 and December 31, 2016. The sector composition and credit quality of our major asset categories within our fixed income securities portfolio did not significantly change from December 31, 2016. However, we have recently increased our exposure to floating rate fixed income securities, which is largely reflective of our increased allocation to collateralized loan obligations ("CLO"). Floating rate securities represent approximately 17% of our fixed income securities portfolio as of March 31, 2017 compared to 13% as of December 31, 2016. The increase in floating rate instruments, which are primarily indexed to Libor, will increase the sensitivity of changes to our book yield and investment income.

For details regarding the credit quality of our portfolio, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.” of our 2016 Annual Report.

Net Investment Income
The components of net investment income earned for the indicated periods were as follows:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Fixed income securities
 
$
36,891

 
31,644

Equity securities
 
1,468

 
2,230

Short-term investments
 
250

 
159

Other investments
 
1,603

 
(1,066
)
Investment expenses
 
(2,793
)
 
(2,198
)
Net investment income earned – before tax
 
37,419

 
30,769

Net investment income tax expense
 
(9,968
)
 
(7,209
)
Net investment income earned – after tax
 
$
27,451

 
23,560

Effective tax rate
 
26.6
%
 
23.4

Annualized after-tax yield on fixed income securities
 
2.2

 
2.0

Annualized after-tax yield on investment portfolio
 
2.0

 
1.8



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The increase in net investment income in First Quarter 2017 was driven primarily by our fixed income securities portfolio, reflecting a higher asset base and improved yields in this portfolio, which is partially associated with our increased investments in CLO and other floating rate instruments.

Realized Gains and Losses
Our general philosophy for sales of securities is to reduce our exposure to securities and sectors based on economic evaluations and when the fundamentals for that security or sector have deteriorated, or to opportunistically trade out of securities to other securities with better economic return characteristics. Net realized gains for the indicated periods were as follows:
 
 
Quarter ended March 31,
($ in thousands)
 
2017
 
2016
Net realized gains, excluding OTTI
 
$
2,430

 
889

OTTI
 
(3,475
)
 
(3,593
)
Total net realized gains (losses)
 
(1,045
)
 
(2,704
)
 
For further discussion of our realized gains and losses, as well as our OTTI methodology, see Note 2. “Summary of Significant Accounting Policies” in Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report. For additional information about our OTTI charges, see Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q.

Federal Income Taxes
The following table provides information regarding federal income taxes:
 
Quarter ended March 31,
($ in millions)
2017
 
2016
Federal income tax expense
$
17.1

 
14.8

Effective tax rate
25.4
%
 
28.6


The effective tax rate in the table above differs from the statutory tax rate of 35% primarily because of tax-advantaged interest
and dividend income. The decrease in our effective tax rate from First Quarter 2016 was driven primarily by our adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-based Payment Accounting ("ASU 2016-09") on January 1, 2017, which requires that the tax effects of share-based compensation be recognized in the income tax provision as discrete items outside of the annual estimated expected tax rate. All excess tax benefits and tax deficiencies are recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded in additional paid-in capital. For further information on our adoption of ASU 2016-09, refer to Note 2. "Adoption of Accounting Pronouncements" in Item 1. "Financial Statements." of this Form 10-Q.

We believe that our future effective tax rate will continue to be impacted by similar items, assuming no significant changes to
tax laws. However, the U.S. federal income tax structure is currently under significant debate as a result of the recent
Presidential election. We are unable to provide an estimate of the magnitude of potential changes.

Financial Condition, Liquidity, and Capital Resources
Capital resources and liquidity reflect our ability to generate cash flows from business operations, borrow funds at competitive rates, and raise new capital to meet operating and growth needs.
 
Liquidity
We manage liquidity with a focus on generating sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our cash and short-term investment position of $248 million at March 31, 2017 was comprised of $26 million at the Parent and $222 million at the Insurance Subsidiaries. Short-term investments are generally maintained in "AAA" rated money market funds approved by the National Association of Insurance Commissioners. The Parent maintains a fixed income security investment portfolio containing high-quality, highly-liquid government and corporate fixed income securities. This portfolio amounted to $65 million at March 31, 2017, compared to $74 million at December 31, 2016.
 
Sources of Liquidity
Sources of cash for the Parent have historically consisted of dividends from the Insurance Subsidiaries, the investment portfolio discussed above, borrowings under lines of credit and loan agreements with certain Insurance Subsidiaries, and the issuance of stock and debt securities. We continue to monitor these sources, giving consideration to our long-term liquidity and capital preservation strategies.


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Insurance Subsidiary Dividends
We currently anticipate that the Insurance Subsidiaries will pay $80 million in total dividends to the Parent in 2017, of which $20.0 million was paid during First Quarter 2017. As of December 31, 2016, our allowable ordinary maximum dividend was $193 million for 2017.

Any dividends to the Parent are subject to the approval and/or review of the insurance regulators in the respective Insurance Subsidiaries' domiciliary states and are generally payable only from earned surplus as reported in the statutory annual statements of those subsidiaries as of the preceding December 31. Although past dividends have historically been met with regulatory approval, there is no assurance that future dividends that may be declared will be approved. For additional information regarding dividend restrictions, refer to Note 19. “Statutory Financial Information, Capital Requirements, and Restrictions on Dividends and Transfers of Funds” in Item 8. “Financial Statements and Supplementary Data.” of our 2016 Annual Report.
The Insurance Subsidiaries generate liquidity through insurance float, which is created by collecting premiums and earning investment income before losses are paid. The period of the float can extend over many years. Our investment portfolio consists of maturity dates that continually provide a source of cash flows for claims payments in the ordinary course of business. The effective duration of the fixed income securities portfolio, including short-term investments, was 3.6 years as of March 31, 2017, while the liabilities of the Insurance Subsidiaries have a duration of 4.0 years. As protection for the capital resources of the Insurance Subsidiaries, we purchase reinsurance coverage for significantly large claims or catastrophes that may occur during the year.

Line of Credit
The Parent's line of credit with Wells Fargo Bank, National Association, as administrative agent, and Branch Banking and Trust Company (BB&T) (referred to as our "Line of Credit"), was renewed effective December 1, 2015 with a borrowing capacity of $30 million, which can be increased to $50 million with the approval of both lending partners. This Line of Credit expires on December 1, 2020 and has an interest rate which varies and is based on, among other factors, the Parent's debt ratings. There were no balances outstanding under the Line of Credit at March 31, 2017 or at any time during 2017.

The Line of Credit agreement contains representations, warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under which we are obligated to maintain a minimum consolidated net worth, a minimum combined statutory surplus, and a maximum ratio of consolidated debt to total capitalization, as well as covenants limiting our ability to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make certain investments and acquisitions; and (v) engage in transactions with affiliates.

The table below outlines information regarding certain of the covenants in the Line of Credit:
 
Required as of March 31, 2017
Actual as of March 31, 2017
Consolidated net worth
Not less than $1.1 billion
$1.6 billion
Statutory surplus
Not less than $750 million
$1.6 billion
Debt-to-capitalization ratio1
Not to exceed 35%
21.8%
A.M. Best financial strength rating
Minimum of A-
A
1 
Calculated in accordance with the Line of Credit agreement.

Several of our Insurance Subsidiaries are members of certain branches of the Federal Home Loan Bank, which provides those subsidiaries with additional access to liquidity. Membership is as follows:
Branch
Insurance Subsidiary Member
Federal Home Loan Bank of Indianapolis ("FHLBI")
Selective Insurance Company of South Carolina ("SICSC")1
Selective Insurance Company of the Southeast ("SICSE")1
Federal Home Loan Bank of New York ("FHLBNY")
Selective Insurance Company of America ("SICA")
Selective Insurance Company of New York ("SICNY")
1These subsidiaries are jointly referred to as the "Indiana Subsidiaries" as they are domiciled in Indiana.

The Line of Credit permits aggregate borrowings from the FHLBI and the FHLBNY up to 10% of the respective member company’s admitted assets for the previous year end. Additionally, as SICNY is domiciled in New York, this company's borrowings from the FHLBNY are limited to the lower of 5% of admitted assets for the most recently completed fiscal quarter or 10% of admitted assets for the previous year end.


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All borrowings from both the FHLBI and the FHLBNY are required to be secured by investments pledged as collateral. For additional information regarding collateral outstanding, refer to Note 4. "Investments" in Item 1. "Financial Statements." of this Form 10-Q. The following table provides information on the remaining capacity for Federal Home Loan Bank borrowings based on these restrictions, as well as the amount of additional stock that would need to be purchased to allow these member companies to borrow their remaining capacity:
($ in millions)
Admitted Assets
 
Borrowing Limitation
 
Amount Borrowed
 
Remaining Capacity
 
Additional Stock Requirements
As of March 31, 2017
 
 
 
 
SICSC
$
644.9

 
$
64.5

 
32.0

 
32.5

 
1.4

SICSE
490.7

 
49.1

 
28.0

 
21.1

 
0.9

SICA
2,314.2

 
231.4

 
50.0

 
181.4

 
8.2

SICNY
427.5

 
21.4

 

 
21.4

 
1.0

Total
 
 
$
366.4

 
110.0

 
256.4

 
11.5


Intercompany Loan Agreements
The Parent has lending agreements with the Indiana Subsidiaries that have been approved by the Indiana Department of Insurance, which provide additional liquidity to the Parent. Similar to the Line of Credit agreement, these lending agreements limit borrowings by the Parent from the Indiana Subsidiaries to 10% of the admitted assets of the respective Indiana Subsidiary. The following table provides information on the Parent’s borrowings and remaining borrowing capacity from the Indiana Subsidiaries:
($ in millions)
Admitted Assets
as of December 31, 2016
 
Borrowing Limitation
 
Amount Borrowed
 
Remaining Capacity
As of March 31, 2017
 
 
 
SICSC
$
644.9

 
$
64.5

 
27.0

 
37.5

SICSE
490.7

 
49.1

 
18.0

 
31.1

Total
 
 
$
113.6

 
45.0

 
68.6


Short-term Borrowings
In First Quarter 2017, SICA borrowed $64 million from the FHLBNY, which was repaid on March 21, 2017. For further information regarding this borrowing, see Note 5. "Indebtedness" in Item 1. "Financial Statements." of this Form 10-Q.

Capital Market Activities
The Parent had no private or public issuances of stock or debt instruments during First Quarter 2017.

Uses of Liquidity
The liquidity generated from the sources discussed above is used, among other things, to pay dividends to our shareholders. Dividends on shares of the Parent's common stock are declared and paid at the discretion of the Board of Directors based on our operating results, financial condition, capital requirements, contractual restrictions, and other relevant factors.

Our ability to meet our interest and principal repayment obligations on our debt, as well as our ability to continue to pay dividends to our stockholders, is dependent on liquidity at the Parent coupled with the ability of the Insurance Subsidiaries to pay dividends, if necessary, and/or the availability of other sources of liquidity to the Parent. Our next principal debt repayment is due in 2021.

Restrictions on the ability of the Insurance Subsidiaries to declare and pay dividends, without alternative liquidity options, could materially affect our ability to service debt and pay dividends on common stock.

Capital Resources
Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks, and facilitate continued business growth. At March 31, 2017, we had GAAP stockholders' equity and statutory surplus of $1.6 billion. With total debt of $438.8 million, our debt-to-capital ratio was approximately 21.6% at March 31, 2017.
 
Our cash requirements include, but are not limited to, principal and interest payments on various notes payable, dividends to stockholders, payment of claims, payment of commitments under limited partnership agreements and capital expenditures, as well as other operating expenses, which include commissions to our distribution partners, labor costs, premium taxes, general

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and administrative expenses, and income taxes. For further details regarding our cash requirements, refer to the section below entitled, “Contractual Obligations, Contingent Liabilities, and Commitments.”
 
We continually monitor our cash requirements and the amount of capital resources that we maintain at the holding company and operating subsidiary levels. As part of our long-term capital strategy, we strive to maintain capital metrics, relative to the macroeconomic environment, that support our targeted financial strength. Based on our analysis and market conditions, we may take a variety of actions, including, but not limited to, contributing capital to the Insurance Subsidiaries in our insurance operations, issuing additional debt and/or equity securities, repurchasing shares of the Parent’s common stock, and increasing stockholders’ dividends.
 
Our capital management strategy is intended to protect the interests of the policyholders of the Insurance Subsidiaries and our stockholders, while enhancing our financial strength and underwriting capacity.
 
Book value per share increased to $27.34 as of March 31, 2017, from $26.42 as of December 31, 2016, due to $0.85 in net income and $0.30 in unrealized gains on our investment portfolio, partially offset by $0.16 in dividends to our shareholders.

Ratings
We are rated by major rating agencies that issue opinions on our financial strength, operating performance, strategic position, and ability to meet policyholder obligations. We believe that our ability to write insurance business is most influenced by our rating from A.M. Best. We have been rated “A” or higher by A.M. Best for the past 86 years. A downgrade from A.M. Best to a rating below “A-” is an event of default under our Line of Credit and could affect our ability to write new business with customers and/or distribution partners, some of whom are required (under various third-party agreements) to maintain insurance with a carrier that maintains a specified A.M. Best minimum rating.

Our ratings have not changed from those reported in our "Ratings" section of Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." in our 2016 Annual Report and continue to be as follows:
NRSRO
 
Financial Strength Rating
 
Outlook
A.M. Best
 
A
 
Stable
Moody's Investor Services ("Moody's")
 
A2
 
Stable
Fitch Ratings ("Fitch")
 
A+
 
Stable
Standard & Poor's Global Ratings ("S&P")
 
A
 
Stable

Our S&P, Moody's, and Fitch financial strength and associated credit ratings affect our ability to access capital markets.  The interest rate on our Line of Credit varies and is based on, among other factors, the Parent's debt ratings. There can be no assurance that our ratings will continue for any given period of time or that they will not be changed.  It is possible that positive or negative ratings actions by one or more of the rating agencies may occur in the future.

Off-Balance Sheet Arrangements
At March 31, 2017 and December 31, 2016, we did not have any material relationships with unconsolidated entities or financial partnerships, such entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. As such, we are not exposed to any material financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

Contractual Obligations, Contingent Liabilities, and Commitments
Our future cash payments associated with: (i) loss and loss expense reserves; (ii) contractual obligations pursuant to operating leases for office space and equipment; and (iii) debt have not materially changed since December 31, 2016. As of March 31, 2017, we had contractual obligations that expire at various dates through 2030 that may require us to invest up to $143 million in alternative and other investments. There is no certainty that any such additional investment will be required. Additionally, as of March 31, 2017, we had contractual obligations that expire in 2019 to invest $12.9 million in a non-publicly traded common stock within our AFS portfolio. We expect to have the capacity to repay and/or refinance these obligations as they come due.
 
We have issued no material guarantees on behalf of others and have no trading activities involving non-exchange traded contracts accounted for at fair value. For additional details on transactions with related parties, see Note 12. "Related Party Transactions" in Item 1. "Financial Statements." of this Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in the information about market risk set forth in our 2016 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. In performing this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework ("COSO Framework") in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are: (i) effective in recording, processing, summarizing, and reporting information on a timely basis that we are required to disclose in the reports that we file or submit under the Exchange Act; and (ii) effective in ensuring that information that we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during First Quarter 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of conducting business, we are named as defendants in various legal proceedings. Most of these proceedings are claims litigation involving our Insurance Subsidiaries as either: (i) liability insurers defending or providing indemnity for third-party claims brought against our customers; or (ii) insurers defending first-party coverage claims brought against them. We account for such activity through the establishment of unpaid losses and loss expense reserves. We expect that any potential ultimate liability in such ordinary course claims litigation will not be material to our consolidated financial condition, results of operations, or cash flows after consideration of provisions made for potential losses and costs of defense.
 
From time to time, our insurance subsidiaries also are named as defendants in other legal actions, some of which assert claims for substantial amounts. These actions include, among others, putative class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, improper reimbursement of medical providers paid under workers compensation and personal and commercial automobile insurance policies. Similarly, our Insurance Subsidiaries are also named from time-to-time in individual actions seeking extra-contractual damages, punitive damages, or penalties, some of which allege bad faith in the handling of insurance claims. We believe that we have valid defenses to these cases. We expect that any potential ultimate liability in any such lawsuit will not be material to our consolidated financial condition, after consideration of provisions made for estimated losses. Nonetheless, given the inherent unpredictability of litigation and the large or indeterminate amounts sought in certain of these actions, an adverse outcome in certain matters could possibly have a material adverse effect on our consolidated results of operations or cash flows in particular quarterly or annual periods.

As of March 31, 2017, we do not believe the Company was involved in any legal action that could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

ITEM 1A. RISK FACTORS.
Certain risk factors exist that can have a significant impact on our business, liquidity, capital resources, results of operations, financial condition, and debt ratings. These risk factors might affect, alter, or change actions that we might take in executing our long-term capital strategy, including but not limited to, contributing capital to any or all of the Insurance Subsidiaries, issuing additional debt and/or equity securities, repurchasing our equity securities, redeeming our fixed income securities, or increasing or decreasing stockholders' dividends. We operate in a continually changing business environment and new risk factors emerge from time to time. Consequently, we can neither predict such new risk factors nor assess the potential future impact, if any, they might have on our business. There have been no material changes from the risk factors disclosed in Item 1A. “Risk Factors.” in our 2016 Annual Report.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table provides information regarding our purchases of our common stock in First Quarter 2017:
Period
 
Total Number of
Shares Purchased1
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
 
Maximum Number of
Shares that May Yet
Be Purchased Under the Announced Programs
January 1 – 31, 2017
 
1,188

 
$
43.77

 

 

February 1 - 28, 2017
 
126,061

 
43.64

 

 

March 1 - 31, 2017
 
398

 
46.55

 

 

Total
 
127,647

 
$
43.65

 

 


1During First Quarter 2017, 124,799 shares were purchased from employees in connection with the vesting of restricted stock units and 2,848 shares were purchased from employees in connection with option exercises. These repurchases were made to satisfy tax withholding obligations and/or option costs with respect to those employees. These shares were not purchased as part of any publicly announced program. The shares that were purchased in connection with the vesting of restricted stock units were purchased at fair market value as defined in the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan and the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan As Amended and Restated Effective as of May 1, 2010. The shares purchased in connection with the option exercises were purchased at the current market prices of our common stock on the dates the options were exercised.

ITEM 5. OTHER INFORMATION.
Our 2017 Annual Meeting of Stockholders was held on April 26, 2017. Voting was conducted in person and by proxy as follows:

(a) Stockholders voted to elect the following twelve nominees for a term of one year as follows:
 
For
Against
Abstain
Paul D. Bauer
46,280,482

951,992

34,696

A. David Brown
46,290,742

941,064

35,364

John C. Burville
46,413,958

816,866

36,346

Robert Kelly Doherty
46,933,375

299,493

34,302

Michael J. Morrissey
46,926,225

321,815

19,130

Gregory E. Murphy
45,485,564

1,745,304

36,302

Cynthia S. Nicholson
46,600,699

620,113

46,358

Ronald L. O'Kelley
46,348,340

878,873

39,957

William M. Rue
46,302,984

929,226

34,960

John S. Scheid
46,847,176

379,742

40,252

J. Brian Thebault
44,854,733

2,376,992

35,445

Philip H. Urban
46,938,212

293,241

35,717


There were 4,699,723 broker non-votes for each nominee.

(b) Stockholders voted to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement for the 2017 Annual Meeting of Stockholders. The votes were as follows: 45,539,423 shares voted for this proposal; 1,514,509 shares voted against it; and 213,238 shares abstained. There were 4,699,723 broker non-votes.

(c) Stockholders voted to approve, on an advisory basis, the frequency of an advisory vote on the compensation of our named executive officers as follows: 36,587,207 shares voted for an advisory vote every year; 515,011 shares voted for an advisory vote every two years; 9,978,712 shares voted for an advisory vote every three years; and 186,240 shares abstained. There were 4,699,723 broker non-votes.

(d) Stockholders voted to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes were as follows: 51,046,537 shares voted for this proposal; 859,145 shares voted against it; and 61,211 shares abstained.

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ITEM 6. EXHIBITS.
Exhibit No.  
 
 
* 11
 
Statement Re: Computation of Per Share Earnings.
* 31.1
 
Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
* 31.2
 
Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
* 32.1
 
Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
* 32.2
 
Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
** 101.INS
 
XBRL Instance Document.
** 101.SCH
 
XBRL Taxonomy Extension Schema Document.
** 101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
** 101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
** 101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
** 101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 * Filed herewith.
** Furnished and not filed herewith.




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 thereunto duly authorized.
 
SELECTIVE INSURANCE GROUP, INC.
Registrant 
 
By: /s/ Gregory E. Murphy
April 27, 2017
Gregory E. Murphy
 
Chairman of the Board and Chief Executive Officer
 
 
 
By: /s/ Mark A. Wilcox
April 27, 2017
Mark A. Wilcox
 
Executive Vice President and Chief Financial Officer
 
(principal financial officer)
 
 



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