KEMPER Corp
For the period ended Dec 31, 2023. Filed Feb 7, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 7, 2024
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Item 16. Form 10-K Summary
None.
Exhibit Index
The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 3.1 | Restated Certificate of Incorporation | 8-K | 001-18298 | 3.2 | August 8, 2014 | |
| 3.2 | Amended and Restated Bylaws of Kemper Corporation | 8-K | 001-18298 | 3.1 | December 6, 2022 | |
| 4.1 | Indenture, dated as of February 27, 2014, by and between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 001-18298 | 4.1 | February 27, 2014 | |
| 4.2 | Second Supplemental Indenture, dated as of February 24, 2015, to the Indenture, dated as of February 27, 2014, between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of 4.350% Senior Notes due 2025) | 8-K | 001-18298 | 4.2 | February 24, 2015 | |
| 4.3 | Indenture, dated as of September 29, 2020, by and between the Company and U.S. Bank National Association | 8-K | 001-18298 | 4.1 | September 29, 2020 | |
| 4.4 | First Supplemental Indenture, dated as of September 29, 2020, by and between the Company and U.S. Bank National Association (Including the form of 2.400% Senior Notes due 2030) | 8-K | 001-18298 | 4.2 | September 29, 2020 | |
| 4.5 | Second Supplemental Indenture, dated as of February 23, 2022, by and between the Company and U.S. Bank Trust Company, National Association (Including the form of 3.800% Senior Notes due 2032) | 8-K | 001-18298 | 4.2 | February 23, 2022 | |
| 4.6 | Third Supplemental Indenture, dated as of March 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association (Including the form of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062) | 8-K | 001-18298 | 4.2 | March 10, 2022 | |
| 4.7 | Form of Certificate Representing Shares of Kemper Corporation Common Stock | 10-K | 001-18298 | 4.7 | February 20, 2019 | |
| 4.8 | Description of Securities Registered Under Section 12 of the Exchange Act | X | ||||
| 10.1 | Third Amended and Restated Credit Agreement, dated as of March 15, 2022, by and among the Company, as the borrower, the lenders and issuing banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 001-18298 | 10.1 | March 17, 2022 | |
| 10.2 | Advances and Security Agreement and Addendum to Advances and Security Agreement, effective as of December 31, 2013, between Trinity Universal Insurance Company and the Federal Home Loan Bank of Dallas | 10-K | 001-18298 | 10.2 | February 14, 2014 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 10.3 | Advances, Collateral Pledge, and Security Agreement, dated as of March 18, 2014, between United Insurance Company of America and the Federal Home Loan Bank of Chicago | 8-K | 001-18298 | 10.1 | March 21, 2014 | |
| 10.4 | Advances and Security Agreement, effective August 14, 2020, between Alliance United Insurance Company and the Federal Home Loan Bank of San Francisco | 8-K/A | 001-18298 | 10.1 | August 20, 2020 | |
| 10.5 | Advances, Collateral Pledge, and Security Agreement, dated as of May 10, 2022, between American Access Casualty Company and the Federal Home Loan Bank of Chicago | 8-K | 001-18298 | 10.1 | May 11, 2022 | |
| 10.6* | Kemper Pension Equalization Plan, as amended and restated effective August 25, 2011, as amended by Amendment No. 2 effective September 16, 2013 | 10-K | 001-18298 | 10.3 | February 14, 2014 | |
| 10.7* | Kemper Supplemental Retirement Plan, as amended and restated effective September 22, 2016 | 10-K | 001-18298 | 10.5 | February 13, 2017 | |
| 10.8* | Kemper 2011 Omnibus Equity Plan, as amended and restated effective February 8, 2017 | 10-K | 001-18298 | 10.17 | February 13, 2017 | |
| 10.9* | Form of Stock Option and SAR Agreement for Non-employee Directors, as of May 1, 2013, under the Kemper 2011 Omnibus Equity Plan | 10-Q | 001-18298 | 10.1 | May 2, 2013 | |
| 10.10* | Form of Deferred Stock Unit Agreement for Non-employee Directors, as of May 1, 2013, under the Kemper 2011 Omnibus Equity Plan | 10-Q | 001-18298 | 10.2 | May 2, 2013 | |
| 10.11* | Form of Stock Option and SAR Agreement - Installment-Vesting Form, as of February 4, 2014, under the Kemper 2011 Omnibus Equity Plan | 10-K | 001-18298 | 10.24 | February 14, 2014 | |
| 10.12* | Form of Stock Option and SAR Agreement - Installment-Vesting Form, as of February 7, 2017, under the Kemper 2011 Omnibus Equity Plan | 10-K | 001-18298 | 10.31 | February 13, 2017 | |
| 10.13* | Form of Non-Qualified Stock Option and SAR Award Agreement (Installment Vesting), as of February 6, 2018, under the Kemper 2011 Omnibus Equity Plan | 10-K | 001-18298 | 10.39 | February 13, 2018 | |
| 10.14* | Kemper Executive Performance Plan, amended and restated as of May 1, 2018 | 10-Q | 001-18298 | 10.2 | July 30, 2018 | |
| 10.15* | Form of individual Indemnification Agreements between Kemper and its directors and executive officers | 8-K | 001-18298 | 10.1 | February 11, 2020 | |
| 10.16* | 2020 Omnibus Plan | Schedule 14A | 001-18298 | Appendix B | March 25, 2020 | |
| 10.17* | Form of Non-Employee Director Restricted Stock Unit Award Agreement as of May 5, 2020 under the 2020 Omnibus Equity Plan | 8-K | 001-18298 | 10.1 | May 11, 2020 | |
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | |||||||
| 10.18* | Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff-Vesting) as of May 5, 2020 under the 2020 Omnibus Equity Plan | 8-K | 001-18298 | 10.2 | May 11, 2020 | ||
| 10.19* | Form of Non-Qualified Stock Option and SAR Award Agreement (Installment-Vesting) as of May 5, 2020 under the 2020 Omnibus Equity Plan | 8-K | 001-18298 | 10.3 | May 11, 2020 | ||
| 10.20* | Form of Performance Share Unit Award Agreement (Adjusted ROE) as of May 5, 2020 under the 2020 Omnibus Equity Plan | 8-K | 001-18298 | 10.6 | May 11, 2020 | ||
| 10.21* | Form of Performance Share Unit Award Agreement (Relative TSR) as of May 5, 2020 under the 2020 Omnibus Equity Plan | 8-K | 001-18298 | 10.7 | May 11, 2020 | ||
| 10.22* | Form of individual change in control severance agreements between Kemper and its executive officers | 10-K | 001-18298 | 10.42 | February 13, 2017 | ||
| Each of the agreements is identical except that the multipliers for benefits related to bonus, severance, life insurance and health insurance are 150%, 3 years, 3 years and 36 months, respectively, for the Chief Executive Officer and 110%, 2 years, 2 years and 24 months, respectively, for the other officers. | |||||||
| 10.23* | Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.24* | Form of Non-Qualified Stock Option and SAR Award Agreement (Installment Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.25* | Form of Restricted Stock Unit Award Agreement (Cliff Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.26* | Form of Restricted Stock Unit Award Agreement (Installment Vesting) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.27* | Form of Performance Share Unit Award Agreement (Adjusted ROE) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.28* | Form of Performance Share Unit Award Agreement (Relative TSR) as of February 1, 2022 under the 2020 Equity Omnibus Plan | X | |||||
| 10.29* | Form of Special Equity Award Agreement as of February 1, 2022 under the 2020 Omnibus Equity Plan | X | |||||
| 10.30* | 2023 Omnibus Plan | Schedule 14A | 001-18298 | Appendix A | March 22, 2023 | ||
| 10.31* | Form of Non-Employee Director Restricted Stock Unit Award Agreement as of May 2, 2023 under the 2023 Omnibus Plan | 10-Q | 001-18298 | 10.1 | August 7, 2023 | ||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | ||||
| 10.32* | Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan | 10.2 | August 7, 2023 | |
| 10.33* | Form of Non-Qualified Stock Option and SAR Award Agreement (Installment-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan | 10.3 | August 7, 2023 | |
| 10.34* | Form of Restricted Stock Unit Award Agreement (Cliff-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan | 10.4 | August 7, 2023 | |
| 10.35* | Form of Restricted Stock Unit Award Agreement (Installment-Vesting) as of May 2, 2023 under the 2023 Omnibus Plan | 10.5 | August 7, 2023 | |
| 10.36* | Form of Performance Share Unit Award Agreement (Adjusted ROE) as of May 2, 2023 under the 2023 Omnibus Plan | 10.6 | August 7, 2023 | |
| 10.37* | Form of Performance Share Unit Award Agreement (Relative TSR) as of May 2, 2023 under the 2023 Omnibus Plan | 10.7 | August 7, 2023 | |
| 18.1 | Preferability letter from Deloitte & Touche LLP regarding change in accounting principle | X | ||
| 21 | Subsidiaries of Kemper Corporation | X | ||
| 23 | Consent of Deloitte & Touche LLP | X | ||
| 24 | Power of Attorney (included on the signature page hereof) | X | ||
| 31.1 | Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a) | X | ||
| 31.2 | Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a) | X | ||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K) | X | ||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K) | X | ||
| 97.1 | Kemper Corporation Policy on Recoupment of Incentive Compensation | X | ||
| 101.1 | XBRL Instance | X | ||
| 101.2 | XBRL Taxonomy Extension Schema Document | X | ||
| 101.3 | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||
| 101.4 | XBRL Taxonomy Extension Label Linkbase Document | X | ||
| 101.5 | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||
| 101.6 | XBRL Taxonomy Extension Definition Linkbase Document | X | ||
POWER OF ATTORNEY
Each person whose signature appears below on the following page hereby appoints each of Joseph P. Lacher, Jr., President and Chief Executive Officer, Bradley T. Camden, Senior Vice President and Interim Chief Financial Officer, and James A. Alexander, Senior Vice President and Chief Accounting Officer, so long as such individual remains an executive officer of Kemper Corporation, his or her true and lawful attorney-in-fact with authority together or individually to execute in the name of each such signatory, and with authority to file with the SEC, any and all amendments to this 2023 Annual Report of Kemper Corporation, together with any and all exhibits thereto and other documents therewith, necessary or advisable to enable Kemper Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, and requirements of the SEC in respect thereof, which amendments may make such other changes in the 2023 Annual Report as the aforesaid attorney-in-fact executing the same deems appropriate.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Kemper Corporation has duly caused this 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized, on February 7, 2024.
| KEMPER CORPORATION(Registrant) | |
|---|---|
| By: | /s/ JOSEPH P. LACHER, JR. |
| Joseph P. Lacher, Jr. | |
| Chairman of the Board, President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Kemper Corporation in the capacities indicated on February 7, 2024.
| Signature | Title |
|---|---|
| /s/ JOSEPH P. LACHER, JR. | Chairman of the Board, President and Chief Executive Officer(Principal Executive Officer) |
| Joseph P. Lacher, Jr. | |
| /s/ BRADLEY T. CAMDEN | Senior Vice President and Interim Chief Financial Officer (Principal Financial Officer) |
| Bradley T. Camden | |
| /s/ JAMES A. ALEXANDER | Senior Vice President and Chief Accounting Officer(Principal Accounting Officer) |
| James A. Alexander | |
| /s/ TERESA A. CANIDA | Director |
| Teresa A. Canida | |
| /s/ GEORGE N. COCHRAN | Director |
| George N. Cochran | |
| /s/ KATHLEEN M. CRONIN | Director |
| Kathleen M. Cronin | |
| /s/ JASON N. GOREVIC | Director |
| Jason N. Gorevic | |
| /s/ LACY M. JOHNSON | Director |
| Lacy M. Johnson | |
| /s/ GERALD LADERMAN | Director |
| Gerald Laderman | |
| /s/ ALBERTO PARACCHINI | Director |
| Alberto J. Paracchini | |
| /s/ STUART B. PARKER | Director |
| Stuart B. Parker | |
| /s/ CHRISTOPHER B. SAROFIM | Director |
| Christopher B. Sarofim | |
| /s/ SUSAN D. WHITING | Director |
| Susan D. Whiting | |
SCHEDULE I
INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 2023
| AmortizedCost · Fair Value · AmountCarried inBalance Sheet | ||||
|---|---|---|---|---|
| Fixed Maturities: | ||||
| Bonds and Notes: | ||||
| United States Government and Government Agencies and Authorities | $594.1 | $511.5 | $511.5 | |
| States and Political Subdivisions | 1,575.9 | 1,401.9 | 1,401.9 | |
| Foreign Governments | 4.4 | 3.8 | 3.8 | |
| Corporate Securities: | ||||
| Other Bonds and Notes | 4,046.8 | 3,690.8 | 3,690.8 | |
| Redeemable Preferred Stocks | 9.0 | 8.3 | 8.3 | |
| Collateralized Loan Obligations | 973.6 | 949.8 | 949.8 | |
| Other Mortgage- and Asset-backed | 362.0 | 315.8 | 315.8 | |
| Total Investments in Fixed Maturities | 7,565.8 | 6,881.9 | 6,881.9 | |
| Equity Securities at Fair Value: | ||||
| Preferred Stocks | 25.5 | 25.5 | 25.5 | |
| Common Stocks | 1.2 | 1.2 | 1.2 | |
| Other Equity Interests | 199.1 | 199.1 | 199.1 | |
| Total Investments in Equity Securities | 225.8 | 225.8 | 225.8 | |
| Equity Method Limited Liability Investments at Cost Plus Cumulative Undistributed Earnings | 221.7 | XXX.X | 221.7 | |
| Alternative Energy Partnership Investments | 17.3 | XXX.X | 17.3 | |
| Short-term Investments | 520.9 | XXX.X | 520.9 | |
| Company-Owned Life Insurance | 513.5 | XXX.X | 513.5 | |
| Loans to Policyholders | 281.2 | XXX.X | 281.2 | |
| Other Investments | 241.9 | XXX.X | 241.9 | |
| Total Investments | $9,588.1 | $8,904.2 | ||
SCHEDULE II
PARENT COMPANY BALANCE SHEETS
| December 31, | |||
|---|---|---|---|
| 2023 | 20221 | ||
| ASSETS | |||
| Investments in Subsidiaries | $3,594.1 | $3,849.0 | |
| Fixed Maturities at Fair Value (Amortized Cost: 2023 – $177.4; 2022 - $122.5) | 174.3 | 120.0 | |
| Equity Securities at Fair Value (Cost: 2023 - $11.6; 2022 - $39.3) | 9.9 | 24.1 | |
| Short-term Investments | 180.2 | 67.7 | |
| Other Investments | 18.8 | — | |
| Cash | 1.5 | 66.3 | |
| Other Receivables | 38.5 | 5.6 | |
| Current Income Taxes | 33.9 | 12.0 | |
| Right-of-Use Assets | 7.7 | 12.2 | |
| Other Assets | 32.5 | 35.6 | |
| Total Assets | $4,091.4 | $4,192.5 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Senior Notes Payable, 4.350% due 2025 (Fair Value: 2023 – $440.8; 2022 – $438.5) | $449.6 | $449.3 | |
| Senior Notes Payable, 2.400% due 2030 (Fair Value: 2023 – $313.6; 2022 – $310.3) | 397.0 | 396.6 | |
| Senior Notes Payable, 3.800% due 2032 (Fair Value: 2023 - $338.4; 2022 - $336.2) | 396.0 | 395.5 | |
| Fixed-Rate Reset Junior Subordinated Debentures, 5.875% due 2062 (Fair Value: 2023 - $120.6; 2022 - $110.1) | 146.6 | 145.5 | |
| Current Income Tax Liability | — | — | |
| Deferred Income Tax Liability | 119.5 | 49.1 | |
| Liabilities for Benefit Plans | 28.1 | 35.4 | |
| Right-of-Use Liabilities | 23.3 | 24.4 | |
| Accrued Expenses and Other Liabilities | 26.3 | 26.1 | |
| Total Liabilities | 1,586.4 | 1,521.9 | |
| Shareholders’ Equity: | |||
| Common Stock | 6.4 | 6.4 | |
| Additional Paid-in Capital | 1,845.3 | 1,812.7 | |
| Retained Earnings | 1,014.3 | 1,366.4 | |
| Accumulated Other Comprehensive Loss | (360.8) | (514.9) | |
| Total Shareholders’ Equity attributable to Kemper Corporation | 2,505.2 | 2,670.6 | |
| Noncontrolling Interest | (0.2) | $— | |
| Total Shareholders’ Equity | 2,505.0 | 2,670.6 | |
| Total Liabilities and Shareholders’ Equity | $4,091.4 | $4,192.5 | |
1 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
PARENT COMPANY STATEMENTS OF LOSS
| For the Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2023 | 20221 | 20211 | |||
| Net Investment Income | $8.6 | $16.6 | $3.4 | ||
| (Loss) Income from Change in Fair Value of Equity Securities | (1.5) | (14.8) | 10.0 | ||
| Net Realized Investment (Losses) Gains | (11.9) | 3.0 | 10.6 | ||
| Impairment Losses | (0.4) | (0.2) | — | ||
| Other Income | — | 1.1 | — | ||
| Total Revenues | (5.2) | 5.7 | 24.0 | ||
| Interest Expense | 56.7 | 52.6 | 32.0 | ||
| Pension Settlement Expense | 70.2 | — | — | ||
| Other Operating Expenses | 6.1 | 6.6 | 5.9 | ||
| Total Operating Expenses | 133.0 | 59.2 | 37.9 | ||
| Loss before Income Taxes and Equity in Net Loss of Subsidiaries | (138.2) | (53.5) | (13.9) | ||
| Income Tax Benefit (Expense) | 28.4 | 14.0 | (0.6) | ||
| Loss before Equity in Net Loss of Subsidiaries | (109.8) | (39.5) | (14.5) | ||
| Equity in Net Loss of Subsidiaries | (162.5) | (247.1) | (109.2) | ||
| Net Loss | (272.3) | (286.6) | (123.7) | ||
| Less: Net Loss attributable to Noncontrolling Interest | (0.2) | — | — | ||
| Net Loss attributable to Kemper Corporation | $(272.1) | $(286.6) | $(123.7) | ||
1 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE LOSS
| For the Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2023 | 20221 | 20211 | |||
| Net Loss | $(272.3) | $(286.6) | $(123.7) | ||
| Other Comprehensive Income: | |||||
| Changes in Net Unrealized (Losses) Gains on Investment Securities: | |||||
| Having No Credit Losses Recognized in Consolidated Statements of Loss: | |||||
| Securities Held by Subsidiaries | 235.0 | (1,535.7) | (230.4) | ||
| Securities Held by Parent | (0.6) | (2.6) | — | ||
| Having Credit Losses Recognized in Consolidated Statements of Loss: | |||||
| Securities Held by Subsidiaries | (0.5) | 1.9 | (2.0) | ||
| Reclassification Adjustment for Amounts Included in Net Loss: | |||||
| Securities Held by Subsidiaries | 4.5 | (12.8) | (43.5) | ||
| Securities Held by Parent | (0.1) | — | (10.6) | ||
| Unrecognized Postretirement Benefit Costs Arising During the Year: | |||||
| Subsidiaries | 0.1 | 1.1 | 0.6 | ||
| Parent | (7.4) | 18.2 | (9.5) | ||
| Reclassification Adjustment for Postretirement Benefit Costs Arising During the Year: | |||||
| Subsidiaries | (0.3) | — | — | ||
| Parent | 66.8 | (0.4) | 0.1 | ||
| Gains on Cash Flow Hedge | (0.2) | 5.9 | 0.5 | ||
| Change in Discount Rate on Future Life Policyholder Benefits | (101.7) | 1,380.7 | 228.5 | ||
| Other Comprehensive Income (Loss) Before Income Taxes | 195.6 | (143.7) | (66.3) | ||
| Income Tax (Expense) Benefit: | |||||
| Changes in Net Unrealized (Losses) Gains on Investment Securities: | |||||
| Having No Credit Losses Recognized in Consolidated Statements of Loss: | |||||
| Securities Held by Subsidiaries | (49.5) | 322.7 | 48.4 | ||
| Securities Held by Parent | 0.1 | 0.5 | — | ||
| Having Credit Losses Recognized in Consolidated Statements of Loss: | |||||
| Securities Held by Subsidiaries | 0.2 | (0.4) | 0.4 | ||
| Reclassification Adjustment for Amounts Included in Net Loss: | |||||
| Securities Held by Subsidiaries | (1.0) | 2.7 | 9.1 | ||
| Securities Held by Parent | 0.1 | — | 2.2 | ||
| Unrecognized Postretirement Benefit Costs Arising During the Year: | |||||
| Subsidiaries | — | (0.2) | (0.1) | ||
| Parent | 1.3 | (3.9) | 2.5 | ||
| Reclassification Adjustments for Amounts Included in Net Loss: | |||||
| Subsidiaries | 0.2 | — | — | ||
| Parent | (14.0) | 0.1 | — | ||
| Changes in Gain on Cash Flow Hedges | (0.1) | (1.2) | (0.1) | ||
| Change in Discount Rate on Future Life Policyholder Benefits | 21.2 | (289.9) | (47.9) | ||
| Income Tax (Expense) Benefit | (41.5) | 30.4 | 14.5 | ||
| Other Comprehensive Income (Loss) | 154.1 | (113.3) | (51.8) | ||
| Total Comprehensive Loss | (118.2) | (399.9) | (175.5) | ||
| Less: Total Comprehensive Loss attributable to Noncontrolling Interest | (0.2) | — | — | ||
| Total Comprehensive Loss attributable to Kemper Corporation | $(118.0) | $(399.9) | $(175.5) | ||
1 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
PARENT COMPANY STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2023 | 20221 | 20211 | |||
| Operating Activities: | |||||
| Net Loss | $(272.3) | $(286.6) | $(123.7) | ||
| Adjustment Required to Reconcile Net (Loss) Income to Net Cash (Used in) Provided by Operations: | |||||
| Equity in Net Loss (Income) of Subsidiaries | 162.5 | 247.1 | 109.2 | ||
| Cash Dividends from Subsidiaries | 320.8 | 25.3 | 170.3 | ||
| Net Realized Investment Losses (Gains) | 11.9 | (3.0) | (10.6) | ||
| Settlement Costs Related to Defined Benefit Pension Plan | 70.2 | — | — | ||
| Impairment Losses | 0.4 | 0.2 | — | ||
| Income (Loss) from Change in Fair Value of Equity and Convertible Securities | 1.5 | 14.8 | (10.0) | ||
| Other, Net | (30.6) | (48.9) | (35.3) | ||
| Net Cash Provided by (Used in) Operating Activities | 264.4 | (51.1) | 99.9 | ||
| Investing Activities: | |||||
| Capital Contributed to Subsidiaries | (181.5) | (537.8) | (36.5) | ||
| Proceeds from Sales, Calls and Maturities of Fixed Maturities | 50.8 | 0.1 | 181.3 | ||
| Proceeds from the Sales or Paydowns of Investments: | |||||
| Equity Securities | 14.8 | 71.9 | 28.5 | ||
| Purchases of Investments: | |||||
| Fixed Maturities | — | (40.3) | — | ||
| Equity Securities | (2.1) | (5.6) | (48.7) | ||
| Net Purchases of Short-term Investments | (112.2) | 138.9 | 411.3 | ||
| Acquisition of Business | — | — | (370.9) | ||
| Other | (23.2) | (3.1) | — | ||
| Net Cash (Used in) Provided by Investing Activities | (253.4) | (375.9) | 165.0 | ||
| Financing Activities: | |||||
| Notes Payable Proceeds: | |||||
| Proceeds from Issuance of 3.800% Senior Notes due February 23, 2032 | — | 396.3 | — | ||
| Issuance Fees from Issuance of 3.800% Senior Notes due February 23, 2032 | — | (1.2) | — | ||
| Proceeds from Issuance of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 | — | 145.6 | — | ||
| Issuance Fees from Issuance of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 | — | (0.9) | — | ||
| Proceeds from Issuance of 2.400% Senior Notes due September 30, 2030 | — | — | — | ||
| Issuance Fees from Issuance of 2.400% Senior Notes due September 30, 2030 | — | — | — | ||
| Repayments of Long-term Debt | — | — | (50.0) | ||
| Proceeds from Shares Issued under Employee Stock Purchase Plan | 4.3 | 4.9 | 5.4 | ||
| Common Stock Repurchases | — | — | (161.7) | ||
| Dividends and Dividend Equivalents Paid | (79.6) | (79.7) | (80.6) | ||
| Other | (0.5) | 0.6 | 3.7 | ||
| Net Cash (Used in) Provided by Financing Activities | (75.8) | 465.6 | (283.2) | ||
| Net (decrease) increase in cash | (64.8) | 38.6 | (18.3) | ||
| Cash, Beginning of Year | 66.3 | 27.7 | 46.0 | ||
| Cash, End of Year | $1.5 | $66.3 | $27.7 | ||
1 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial information of Kemper Corporation (“Kemper” or the “Parent Company”) should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Form 10-K. Kemper’s subsidiaries are accounted for using the equity method of accounting. Equity in Net Loss of Subsidiaries of these subsidiaries is presented on the Statements of Operations as Equity in Net Loss of Subsidiaries.
NOTE 2. GUARANTEES
On February 23, 2022, Kemper issued a notice of redemption for the entire $275.0 million aggregate principal outstanding of the 2022 Senior Notes at a redemption price equal to 100% of their principal, plus accrued and unpaid interest on the redemption date. On March 25, 2022, Kemper completed the redemption, and the 2022 Senior Notes were repaid in full. The Company recognized a Loss from Early Extinguishment of Debt of $3.7 million in the first quarter of 2022 which is reflected in the Consolidated Statements of Loss.
The Company used the proceeds received from Kemper’s 2032 Senior Notes offering to repay the 2022 Senior Notes. See “3.800% Senior Notes Due 2032” in the Debt disclosure, Note 23 for additional information regarding the debt issuance.
On July 1, 2022, Kemper executed an indefinite agreement with its subsidiary, Kemper Bermuda Ltd, which requires Kemper to contribute up to $300.0 million in contributed capital to maintain its minimum Enhanced Capital Requirement (“ECR”) as required by the Bermuda Monetary Authority as a Class C insurer. As of December 31, 2023 and 2022, Kemper had contributed $40.0 million and $5.0 million, respectively, under this agreement.
NOTE 3. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Kemper received $385.6 million and $300.1 million in non-cash dividends from subsidiaries in 2023 and 2022, respectively. Kemper made non-cash capital contributions of $336.5 million and $156.3 million to subsidiaries in 2023 and 2022, respectively.
NOTE 4. LEASES
Kemper leases certain office space for its current and former corporate headquarters under non-cancelable operating leases.
The following table presents operating lease Right-of-Use (“ROU”) assets and lease liabilities at December 31, 2023 and 2022.
| DOLLARS IN MILLIONS | 2023 | 2022 |
|---|---|---|
| Operating Lease Right-of-Use Assets | $7.7 | $12.2 |
| Operating Lease Liabilities | 23.3 | 24.4 |
Supplemental cash flow information related to Kemper’s operating leases for the year-ended December 31, 2023 and December 31, 2022 respectively are presented follows.
| DOLLARS IN MILLIONS | 2023 | 2022 |
|---|---|---|
| Operating Cash Flows from Operating Leases (Fixed Payments) | $5.8 | $2.4 |
| Operating Cash Flows from Operating Leases (Liability Reduction) | 4.8 | 1.4 |
| Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities | — | — |
NOTE 4. LEASES (Continued)
Significant judgments and assumptions for determining lease asset and liability as December 31, 2023 and December 31, 2022 respectively are presented below.
| DOLLARS IN MILLIONS | 2023 | 2022 |
|---|---|---|
| Weighted-average Remaining Lease Term - Operating Leases | 10.0 years | 11.0 years |
| Weighted-average Discount Rate - Operating Leases | 4.1% | 4.0% |
Kemper’s leases do not provide an implicit rate. Accordingly, Kemper uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of its lease payments.
Future minimum operating lease payments at December 31, 2023 were:
| DOLLARS IN MILLIONS | OperatingLeases |
|---|---|
| 2024 | $2.9 |
| 2025 | 2.6 |
| 2026 | 2.6 |
| 2027 | 2.7 |
| 2028 | 2.8 |
| 2028 and Thereafter | 14.8 |
| Total Future Payments | $28.4 |
| Less Discount | 5.1 |
| Present Value of Minimum Lease Payments | $23.3 |
NOTE 5. DEBT
4.350% Senior Notes Due 2025
Kemper has $450.0 million aggregate principal of 4.350% senior notes due February 15, 2025 (the “2025 Senior Notes”). Kemper initially issued $250.0 million of the notes in February of 2015 and issued an additional $200.0 million of the notes in June of 2017. The additional notes are fungible with the initial notes issued in 2015, and together are treated as part of a single series for all purposes under the indenture governing the 2025 Senior Notes. The 2025 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time at Kemper’s option at specified redemption prices.
2.400% Senior Notes Due 2030
Kemper has $400.0 million aggregate principal of 2.400% senior notes due September 30, 2030 (the “2030 Senior Notes”). The net proceeds of issuance were $395.8 million, net of discount and transaction costs for an effective yield of 2.52%. The 2030 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time, at Kemper’s option, at specified redemption prices.
3.800% Senior Notes Due 2032
On February 15, 2022, Kemper offered and sold $400.0 million aggregate principal of 3.800% senior notes due February 23, 2032 (the “2032 Senior Notes”). The net proceeds of issuance were $395.1 million, net of discount and transaction costs for an effective yield of 3.950%. The 2032 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time, at Kemper’s option, at specified redemption prices.
In anticipation of the issuance of the 2032 Senior Notes and for risk management purposes, the Company entered into a derivative transaction to hedge the risk of changes in the debt cash flows attributable to changes in the benchmark U.S.
NOTE 5. DEBT (Continued)
Treasury interest rate during the period leading up to the debt issuance (“Treasury Lock”). The effective portion of the gain on the derivative instrument upon discontinuance was $5.9 million before taxes, and is reported as a component of Accumulated Other Comprehensive Loss. Beginning with the issuance of the 2032 Senior Notes described in the preceding paragraph, such gain is being amortized into earnings and reported in Interest and Other Expenses in the same periods that the hedged items affect earnings. Amortization, reported in Interest and Other Expenses, was $0.6 million for the year ended December 31, 2023. The Company expects to reclassify $0.5 million of net gain on derivative instruments from AOCI to earnings for the twelve months ended December 31, 2024 as interest expense on the debt is recognized.
5.875% Fixed-Rate Reset Junior Subordinated Debentures Due 2062
On March 10, 2022, Kemper issued $150.0 million aggregate principal amount of 5.875% Fixed-Rate Reset Junior Subordinated Debentures due March 15, 2062 (the “2062 Junior Debentures”). The net proceeds from issuance were $144.7 million, net of discount and transaction costs. The 2062 Junior Debentures will bear interest from and including the date of original issue to, but excluding, March 15, 2027 (the “First Reset Date”) at the fixed rate of 5.875% per annum. The interest
rate on the First Reset Date, and subsequent Reset Dates, will be equal to the Five-Year Treasury Rate as of the most recent Reset Date plus 4.140% to be reset on each Reset Date. Interest is due quarterly in arrears beginning on June 15, 2022. The Company has the option to defer interest payments forone or more optional deferral periods of up tofive consecutive years, provided that no optional deferral period shall extend beyond March 15, 2062, or any earlier accelerated maturity date arising from an event of default or any earlier redemption of the 2062 Junior Debentures.
The 2062 Junior Debentures are unsecured and may be redeemed in whole or in part on the First Reset Date or any time thereafter, at a redemption price equal to the principal amount of the debentures being redeemed plus any accrued and unpaid interest.
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
| Year Ended December 31, · At December 31 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Earned Premiums2 · PremiumsWritten · OtherIncome (Loss) · NetInvestmentIncome · InsuranceClaimsandPolicy-holders’Benefits2 · Amortizationof DeferredPolicyAcquisitionCosts2 · OtherInsuranceExpenses2 · DeferredPolicyAcquisitionCosts2 · InsuranceReserves2 · UnearnedPremiums | ||||||||||||||||||
| Specialty Property & Casualty Insurance | $3,632.5 | $3,305.4 | $4.5 | $168.3 | $3,141.9 | $496.2 | $245.1 | $142.7 | $2,308.7 | $1,104.5 | ||||||||
| Life Insurance1 | 387.6 | N/A | (0.2) | 193.4 | 243.4 | 39.9 | 235.9 | 426.9 | 3,425.3 | 7.6 | ||||||||
| Non-Core Operations | 509.3 | 435.5 | — | 48.7 | 434.6 | 71.0 | 75.6 | 22.0 | 356.4 | 188.7 | ||||||||
| Other | — | N/A | 2.9 | 9.3 | 0.1 | — | (111.3) | — | 12.5 | — | ||||||||
| Total | $4,529.4 | N/A | $7.2 | $419.7 | $3,820.0 | $607.1 | $445.3 | $591.6 | $6,102.9 | $1,300.8 | ||||||||
| Specialty Property & Casualty Insurance | $4,046.4 | $3,934.4 | $6.0 | $140.7 | $3,578.2 | $569.8 | $232.1 | $192.6 | $2,321.1 | $1,431.5 | ||||||||
| Life Insurance1 | 571.5 | N/A | (0.6) | 216.5 | 360.8 | 42.4 | 300.9 | 404.9 | 3,278.5 | 8.9 | ||||||||
| Non-Core Operations | 595.5 | 527.1 | — | 49.7 | 493.4 | 93.5 | 90.0 | 38.1 | 419.1 | 264.0 | ||||||||
| Other | — | N/A | 3.8 | 15.7 | 0.2 | — | (127.7) | — | 14.4 | — | ||||||||
| Total | $5,213.4 | N/A | $9.2 | $422.6 | $4,432.6 | $705.7 | $495.3 | $635.6 | $6,033.1 | $1,704.4 | ||||||||
| Specialty Property & Casualty Insurance | $3,948.5 | $4,057.3 | $4.1 | $152.5 | $3,593.7 | $546.7 | $227.8 | |||||||||||
| Life Insurance1 | 579.0 | N/A | (1.3) | 202.7 | 388.5 | 44.6 | 325.0 | |||||||||||
| Non-Core Operations | 651.7 | 642.0 | — | 68.6 | 537.4 | 103.8 | 102.6 | |||||||||||
| Other | — | N/A | 2.0 | 3.5 | — | — | (121.7) | |||||||||||
| Total | $5,179.2 | N/A | $4.8 | $427.3 | $4,519.6 | $695.1 | $533.7 | |||||||||||
1 The Company’s Life Insurance employee-agents also market certain property and casualty insurance products under common management. Accordingly, the Company includes the results of these property and casualty insurance products in its Life Insurance segment.
2 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
SCHEDULE IV
REINSURANCE SCHEDULE
| GrossAmount | Ceded toOtherCompanies | Assumedfrom OtherCompanies | NetAmount | Percentageof AmountAssumed toNet | |
|---|---|---|---|---|---|
| Life Insurance in Force | $19,750.8 | $339.4 | $129.9 | $19,541.3 | 0.7% |
| Premiums: | |||||
| Life Insurance | $322.0 | $3.3 | $0.5 | $319.2 | 0.2% |
| Accident and Health Insurance | 34.7 | 11.6 | — | 23.1 | — |
| Property and Liability Insurance | 4,175.7 | 17.8 | 29.2 | 4,187.1 | 0.7 |
| Total Premiums | $4,532.4 | $32.7 | $29.7 | $4,529.4 | 0.7% |
| Life Insurance in Force1 | $19,885.1 | $354.8 | $137.1 | $19,667.4 | 0.7% |
| Premiums: | |||||
| Life Insurance1 | $355.8 | $3.6 | $0.6 | $352.8 | 0.2% |
| Accident and Health Insurance | 167.9 | 1.1 | 1.4 | 168.2 | 0.8 |
| Property and Liability Insurance | 4,706.1 | 38.0 | 24.3 | 4,692.4 | 0.5 |
| Total Premiums | $5,229.8 | $42.7 | $26.3 | $5,213.4 | 0.5% |
| Life Insurance in Force1 | $20,287.7 | $372.3 | $144.5 | $20,059.9 | 0.7% |
| Premiums: | |||||
| Life Insurance1 | $327.4 | $0.9 | $0.7 | $327.2 | 0.2% |
| Accident and Health Insurance | 185.8 | 0.3 | 4.4 | 189.9 | 2.3 |
| Property and Liability Insurance | 4,667.4 | 34.9 | 29.6 | 4,662.1 | 0.6 |
| Total Premiums | $5,180.6 | $36.1 | $34.7 | $5,179.2 | 0.7% |
1 As of January 1, 2023, the Company adopted ASU 2018-12 using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been recast to reflect application of the new guidance. See Note 2 to the Consolidated Financial Statements for additional information.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.