HORACE MANN EDUCATORS CORP DE
For the period ended Dec 31, 2023. Filed Feb 27, 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 27, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
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 1-10890
(Exact name of registrant as specified in its charter)
| Delaware | 37-0911756 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1 Horace Mann Plaza, Springfield, Illinois 62715-0001
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:217-789-2500
Securities Registered Pursuant to Section 12(b) of the Act:
| Name of each exchange on | ||
| Title of each class | Trading Symbol(s) | which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | HMN | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☑
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. Yes ☑ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No☐
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 | ☑ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filling reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑
The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant based on the closing price of the registrant's Common Stock on the New York Stock Exchange and the shares outstanding on June 30, 2023, was $1,167.8 million.
As of February 16, 2024, the registrant had 40,878,764 shares of Common Stock, par value $0.001 per share, outstanding.
Documents Incorporated by Reference
Certain portions of the registrant's Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III Items 10, 11, 12, 13 and 14 of this Form 10-K as specified in those Items and will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023.
FORM 10-K
YEAR ENDED DECEMBER 31, 2023
INDEX
| Part · Item · Page | |||
|---|---|---|---|
| I | 1. | Business | 1 |
| Introduction | 1 | ||
| Forward-looking Information | 1 | ||
| Overview, History and Available Information | 1 | ||
| Corporate Strategy | 2 | ||
| Human Capital Resources | 4 | ||
| Reporting Segments | 6 | ||
| Investments | 17 | ||
| Cash Flow | 19 | ||
| Regulation | 20 | ||
| Changing Climate Conditions | 21 | ||
| Enterprise Risk Management | 22 | ||
| 1A. | Risk Factors | 23 | |
| 1B. | Unresolved Staff Comments | 35 | |
| 1C. | Cybersecurity | 36 | |
| 2. | Properties | 36 | |
| 3. | Legal Proceedings | 37 | |
| 4. | Mine Safety Disclosures | 37 | |
| II | 5. | Market for Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities | 37 |
| 6. | [Reserved] | 39 | |
| 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 40 | |
| Introduction | 40 | ||
| Consolidated Financial Highlights | 41 | ||
| Consolidated Results of Operations | 42 | ||
| Outlook for 2024 | 44 | ||
| Application of Critical Accounting Estimates | 45 | ||
| Results of Operations by Segment | 50 | ||
| Investment Results | 57 | ||
| Liquidity and Capital Resources | 60 | ||
| Future Adoption of New Accounting Standards | 66 | ||
| Effects of Inflation and Changes in Interest Rates | 66 | ||
| 7A. | Quantitative and Qualitative Disclosures about Market Risk | 66 | |
| 8. | Financial Statements and Supplementary Data | 68 | |
| 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 153 | |
| 9A. | Controls and Procedures | 153 | |
| 9B. | Other Information | 156 | |
| 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 156 | |
| III | 10. | Directors, Executive Officers and Corporate Governance | 156 |
| 11. | Executive Compensation | 156 | |
| 12. | Security Ownership of Certain Beneficial Owners and Managementand Related Shareholder Matters | 156 | |
| 13. | Certain Relationships and Related Transactions and Director Independence | 157 | |
| 14. | Principal Accountant Fees and Services | 157 | |
| IV | 15. | Exhibits and Financial Statement Schedules | 157 |
| Signatures | 170 | ||
Part I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.