Employers Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 15. Exhibits and Financial Statement Schedules
The following consolidated financial statements are filed in Item 8 of Part II of this report:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 53 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 55 |
| Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, 2023, 2022, and 2021 | 57 |
| Consolidated Statements of Stockholders' Equity for each of the three years ended December 31, 2023, 2022, and 2021 | 58 |
| Consolidated Statements of Cash Flows for each of the three years ended December 31, 2023, 2022, and 2021 | 59 |
| Notes to Consolidated Financial Statements | 61 |
| Financial Statement Schedules: | |
| Schedule II. Condensed Financial Information of Registrant | 96 |
| Schedule VI. Supplemental Information Concerning Property-Casualty Insurance Operations | 99 |
| Pursuant to Rule 7-05 of Regulation S-X, Financial Statement Schedules I, III, IV, and V have been omitted as the information to be set forth therein is included in the notes to the audited consolidated financial statements. | |
Schedule II. Condensed Financial Information of Registrant
| Employers Holdings, Inc. | ||
|---|---|---|
| Condensed Balance Sheets | ||
| December 31, | ||
| 2023 | 2022 | |
| Assets · (in millions, except share data) | ||
| Investments: | ||
| Investment in subsidiaries | $972.4 | $856.3 |
| Fixed maturity securities at fair value (amortized cost $1.3 at December 31, 2023 and $7.9 at December 31, 2022) | 1.3 | 7.9 |
| Equity securities at fair value (cost $26.2 at December 31, 2023 and $37.5 at December 31, 2022) | 24.2 | 33.0 |
| Short-term investments at fair value (amortized cost $37.5 at December 31, 2022) | — | 20.7 |
| Total investments | 997.9 | 917.9 |
| Cash and cash equivalents | 20.3 | 37.3 |
| Accrued investment income | 0.1 | 0.4 |
| Intercompany receivable | 0.4 | 0.1 |
| Deferred income taxes, net | 1.9 | 2.9 |
| Other assets | 0.3 | 0.7 |
| Total assets | $1,020.9 | $959.3 |
| Liabilities and stockholders' equity | ||
| Accounts payable and accrued expenses | $6.5 | $6.2 |
| Intercompany payable | — | 0.6 |
| Other liabilities | 0.5 | 8.3 |
| Total liabilities | 7.0 | 15.1 |
| Stockholders' equity: | ||
| Common stock, $0.01 par value; 150,000,000 shares authorized; 58,055,968 and 57,876,287 shares issued and 25,369,753 and 27,160,748 shares outstanding at December 31, 2023 and 2022, respectively | 0.6 | 0.6 |
| Additional paid-in capital | 419.8 | 414.6 |
| Retained earnings | 1,384.3 | 1,295.6 |
| Accumulated other comprehensive loss, net of tax | (86.0) | (138.9) |
| Treasury stock, at cost (32,686,215 shares at December 31, 2023 and 30,715,539 shares at December 31, 2022) | (704.8) | (627.7) |
| Total stockholders' equity | 1,013.9 | 944.2 |
| Total liabilities and stockholders' equity | $1,020.9 | $959.3 |
| Employers Holdings, Inc. | |||
|---|---|---|---|
| Condensed Statements of Income | |||
| Years Ended December 31, | |||
| 2023 | 2022 | 2021 | |
| (in millions, except per share data) | |||
| Revenues | |||
| Net investment income | $3.7 | $3.6 | $0.6 |
| Net realized and unrealized gains (losses) on investments | 1.2 | (6.5) | (0.2) |
| Total revenues | 4.9 | (2.9) | 0.4 |
| Expenses | |||
| Underwriting and general and administrative expenses | 12.1 | 13.5 | 15.0 |
| Interest and financing expenses | 0.4 | 0.5 | 0.5 |
| Total expenses | 12.5 | 14.0 | 16.7 |
| Loss before income taxes and equity in earnings of subsidiaries | (7.6) | (16.9) | (16.3) |
| Income tax benefit | (1.3) | (3.4) | (3.1) |
| Net loss before equity in earnings of subsidiaries | (6.3) | (13.5) | (13.2) |
| Equity in earnings of subsidiaries | 124.4 | 61.9 | 132.5 |
| Net income | $118.1 | $48.4 | $119.3 |
| Earnings per common share: | |||
| Basic | $4.48 | $1.76 | $4.22 |
| Diluted | $4.45 | $1.75 | $4.17 |
| Cash dividends declared per common share and eligible plan awards | $1.10 | $3.28 | $1.00 |
| Employers Holdings, Inc. | |||
|---|---|---|---|
| Condensed Statement of Cash Flows | |||
| Years Ended December 31, | |||
| 2023 | 2022 | 2021 | |
| (in millions) | |||
| Operating activities | |||
| Net income | $118.1 | $48.4 | $119.3 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Equity in undistributed earnings of subsidiaries | (45.7) | 117.6 | (40.9) |
| Net realized and unrealized (gains) losses on investments | (1.2) | 6.5 | 0.2 |
| Stock-based compensation | 6.2 | 5.1 | 9.1 |
| Net amortization on investments | — | 0.1 | 0.1 |
| Deferred income tax expense (benefit) | 1.1 | (0.5) | (0.2) |
| Change in operating assets and liabilities: | |||
| Accounts payable, accrued expenses, and other liabilities | (0.2) | 0.8 | 0.3 |
| Federal income taxes | (7.8) | 9.8 | (0.7) |
| Other assets | 0.5 | 0.2 | (0.4) |
| Intercompany payables and receivables | (0.9) | 0.6 | (0.1) |
| Other | — | (0.1) | (0.1) |
| Net cash provided by operating activities | 70.1 | 188.5 | 86.6 |
| Investing activities | |||
| Purchases of fixed maturity securities | — | (14.7) | — |
| Purchases of equity securities | — | (40.2) | (35.0) |
| Purchases of short-term securities | (18.6) | (24.7) | — |
| Proceeds from sale of fixed maturity securities | 6.6 | 16.0 | 0.4 |
| Proceeds from sale of equity securities | 10.0 | 25.5 | 10.3 |
| Proceeds from maturities and redemptions of short-term investments | 39.3 | 4.0 | — |
| Net change in unsettled investment purchases and sales | — | — | 5.8 |
| Capital contributions to subsidiaries | (17.6) | — | — |
| Net cash provided by (used in) investing activities | 19.7 | (34.1) | (18.5) |
| Financing activities | |||
| Acquisition of common stock | (76.1) | (30.4) | (42.6) |
| Cash transactions related to stock-based compensation | (1.0) | (1.2) | (2.7) |
| Dividends paid to stockholders and eligible plan award holders | (29.7) | (90.3) | (29.0) |
| Proceeds from line of credit advances | — | 10.0 | 27.0 |
| Repayments on line of credit advances | — | (10.0) | (27.0) |
| Net cash used in financing activities | (106.8) | (121.9) | (74.3) |
| Net (decrease) increase in cash and cash equivalents | (17.0) | 32.5 | (6.2) |
| Cash and cash equivalents at the beginning of the period | 37.3 | 4.8 | 11.0 |
| Cash and cash equivalents at the end of the period | $20.3 | $37.3 | $4.8 |
| Schedule VI. Supplemental Information Concerning Property - Casualty Insurance Operations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Employers Holdings, Inc. and Subsidiaries | ||||||||||
| Consolidated Supplemental Information Concerning Property and Casualty Insurance Operations | ||||||||||
| YearEnded | DeferredPolicyAcquisitionCosts | Reserves ForUnpaidLosses AndLAE | UnearnedPremiums | NetPremiumsEarned | Net InvestmentIncome | Losses andLAE Relatedto CurrentYears | Losses andLAE Related to PriorYears (including LPT Amortization and Adj) | Amortizationof DeferredPolicyAcquisition Costs | Paid Losses And LAE (including LPT Amortization and Adj) | NetPremiumsWritten |
| (in millions) | ||||||||||
| Insurance Operations | ||||||||||
| 2023 | $55.6 | $1,884.5 | $379.7 | $721.9 | $106.5 | $457.8 | (52.1) | $113.8 | 464.9 | $760.6 |
| 2022 | 48.3 | 1,960.7 | 339.5 | 675.2 | 89.8 | 432.8 | (41.8) | 106.4 | 380.0 | 707.2 |
| 2021 | 43.7 | 1,981.2 | 304.7 | 574.4 | 72.7 | 366.5 | (51.3) | 92.2 | 383.3 | 583.1 |
Exhibits:
| ExhibitNo. · Description of Exhibit · Included Herewith · Incorporated by Reference Herein | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||||||
| 3.1 | Amended and Restated Articles of Incorporation of Employers Holdings, Inc. | 10-K | 001-33245 | 3.1 | February 28, 2019 | |||||
| 3.2 | Amended and Restated Bylaws of Employers Holdings, Inc. | 8-K | 001-33245 | 3.1 | May 22, 2023 | |||||
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-139092 | 4.1 | January 18, 2007 | |||||
| 4.2 | Description of Capital Stock | 10-K | 001-33245 | 4.2 | February 20, 2020 | |||||
| 10.1 | Quota Share Reinsurance Agreement, dated as of June 30, 1999, between State Industrial Insurance System of Nevada, D.B.A.: Employers Insurance Company of Nevada and the various Reinsurers as identified by the Interests and Liabilities Agreements attached thereto(1) | S-1/A | 333-139092 | 10.1 | January 18, 2007 | |||||
| 10.2 | Producer Agreement, dated as of May 1, 2005, between Employers Compensation Insurance Company and Automatic Data Processing Insurance Agency, Inc.(1) | S-1/A | 333-139092 | 10.2 | January 18, 2007 | |||||
| 10.3 | Credit Agreement dated December 15, 2020 among Employers Holdings, Inc., as Borrower, certain subsidiaries of Borrower as guarantors, the lenders from time to time party thereto, Bank of Montreal, as Administrative Agent, and the other agents and arrangers party thereto | 8-K | 001-33245 | 10.1 | December 15, 2020 | |||||
| 10.4 | Form of Letter of Credit and Reimbursement Agreement | 8-K | 001-33245 | 10.4 | March 15, 2018 | |||||
| 10.5 | First Amendment, dated February 16, 2023, to the Credit Agreement, dated December 15, 2020, among Employers Holdings, Inc., as Borrower, certain subsidiaries of Borrower as guarantors, the lenders from time to time party thereto, Bank of Montreal, as Administrative Agent, and the other agents and arrangers party thereto | 10-Q | 001-33245 | 10.3 | April 28, 2023 | |||||
| 10.6 | FHLB Form of Advances and Security Agreement | 10-Q | 001-33245 | 10.7 | July 28, 2020 | |||||
| 10.7 | Amendment No. 4 to Irrevocable Standby Letter of Credit No. 2018-08 between EAC and FHLB, dated August 13, 2021 | 10-K | 001-33245 | 10.1 | February 24, 2022 | |||||
| 10.8 | Amendment No. 3 to Irrevocable Standby Letter of Credit No. 2018-09 between ECIC and FHLB, dated August 13, 2021 | 10-K | 001-33245 | 10.2 | February 24, 2022 | |||||
| 10.9 | Confirmation of Amendment No. 3 to Irrevocable Standby Letter of Credit No. 2018-10 between EPIC and FHLB, dated January 26, 2021 | 10-Q | 001-33245 | 10.4 | April 26, 2021 | |||||
| *10.10 | Employers Holdings, Inc. Key Executive Change in Control and Severance Plan | 8-K | 001-33245 | 10.1 | August 3, 2021 | |||||
| *10.11 | Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan effective April 1, 2010 | 8-K | 001-33245 | 10.1 | May 22, 2015 | |||||
| *10.12 | Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan effective as of April 1, 2020 | S-8 POS | 333-168563 | 10.2 | May 28, 2020 | |||||
| *10.13 | Employers Holdings, Inc. Equity and Incentive Plan Form of Stock Option Agreement | 10-Q | 001-33245 | 10.3 | April 30, 2015 | |||||
| *10.14 | Employers Holdings, Inc. Equity and Incentive Plan Form of Restricted Stock Unit Agreement for Non-Employee Directors | 10-Q | 001-33245 | 10.1 | August 7, 2009 | |||||
| *10.15 | Employers Holdings, Inc. Equity and Incentive Plan Form of Restricted Stock Unit Agreement | 10-Q | 001-33245 | 10.3 | April 27, 2017 | |||
| *10.16 | Employers Holdings, Inc. Equity and Incentive Plan Form of Performance Share Agreement | 10-Q | 001-33245 | 10.2 | April 27, 2017 | |||
| *10.17 | Employers Holdings, Inc. Equity and Incentive Plan Form of Performance Share Agreement | 10-Q | 001-33245 | 10.1 | April 29, 2022 | |||
| *10.18 | Employers Holdings, Inc. Equity and Incentive Plan Form of Restricted Stock Unit Agreement | 10-Q | 001-33245 | 10.2 | April 29, 2022 | |||
| *10.19 | Employers Holdings, Inc. Equity and Incentive Plan Form of Performance Share Agreement | 10-Q | 001-33245 | 10.1 | April 28, 2023 | |||
| *10.20 | Employers Holdings, Inc. Equity and Incentive Plan Form of Restricted Stock Unit Agreement | 10-Q | 001-33245 | 10.2 | April 28, 2023 | |||
| 21.1 | Subsidiaries of Employers Holdings, Inc. | X | ||||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | X | ||||||
| 31.1 | Certification of Katherine H. Antonello Pursuant to Section 302 | X | ||||||
| 31.2 | Certification of Michael S. Paquette Pursuant to Section 302 | X | ||||||
| 32.1 | Certification of Katherine H. Antonello Pursuant to Section 906 | X | ||||||
| 32.2 | Certification of Michael S. Paquette Pursuant to Section 906 | X | ||||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | X | ||||||
| 101.INS | The following materials from Employers Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; (vi) Notes to consolidated financial statements tagged in summary and detail; (vii) Schedule II - Condensed Financial Information of Registrant (Parent Only); and (viii) Supplemental Information Concerning Property-Casualty Insurance Operations. | X | ||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | X | ||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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*Represents management contracts and compensatory plans or arrangements.
(1) Confidential treatment has been requested for certain confidential portions of this exhibit; these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.