ANNUAL REPORT PEKIN LIFE INSURANCE COMPANY 2013

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1 ANNUAL REPORT PEKIN LIFE INSURANCE COMPANY 2013

2 Table of Contents Letter to Shareholders Significant Figures Financial Highlights Financial Bar Graphs Independent Auditor s Report Financial Statements Statutory Balance Sheets Statutory Statements of Operations and Changes in Unassigned Surplus Statutory Statements of Cash Flow Notes to Financial Statements Note 1 Nature of Operations and Summary of Significant Accounting Practices Note 2 Pension Plan, Post-Retirement Benefits, and Deferred Compensation Note 3 Affiliated Entity Transactions Note 4 Bonds and Common Stocks Note 5 Fair Value Measurement Note 6 Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal Characteristics...28 Note 7 Life and Health Reserves Note 8 Federal Income Taxes Note 9 Capital and Surplus and Dividends Inner Circle Club Members Board of Directors, Officers, and Advisors Vision, Mission, and Values

3 To Our Shareholders The ongoing low interest rate environment has resulted in customers directing their assets to the safety net provided by the guarantees available in whole life and universal life products. Term and whole life premiums increased by $4.4 million, or 13.3 percent, while credit life and universal life premiums increased by $2.2 million and $1.5 million, or 29.8 percent and 6.7 percent, respectively. Additionally, this low interest rate environment has put downward pressure on the sales of fixed annuities and our bond portfolio investment returns. Profitability in all lines of business remains our focus as opposed to growth in premium. In 2013, our exit from the individual major medical market was completed. Health lines face market, regulatory, and government headwinds and we continue to evaluate the effects of the Affordable Care Act. Group health premiums have declined by $5.9 million, or 10.6 percent, as rate and underwriting standards have been strengthened. A bright spot in our health lines is our medicare supplement product which generated a 9.0 percent increase in premium during We continue to work on expansion into new states, providing a wider geographical footprint in which to diversify and grow. Financial products and pre-need premium has grown in 2013 with over $10.0 million in premium coming from Michigan, Pennsylvania, and Virginia. Ongoing product development plays an important role and in 2014 we will introduce a new suite of voluntary products developed to fill some of the voids in the employee benefit arena. Total premium income for 2013 was $227.0 million, an increase of $5.9 million, or 2.7 percent, from last year. This premium resulted in net income of $2.4 million, or $0.14 per share in 2013 compared to net income of $7.6 million in 2012, or $0.44 per share. The net loss before realized capital gains of $789,000 is compared to net income before realized capital gains of $399,000 last year. The fixed income investment markets played a significant role in generating realized capital gains during During the year, there were realized capital gains of $3.2 million or $0.19 per share, compared to realized capital gains of $7.2 million, or $0.42 per share, in Investment income excluding capital gains decreased by $587,000 to $53.1 million in 2013, a change of 1.1 percent from last year. This decrease reflects premium dollars that have been invested in the growing bond portfolio at lower rates than available in previous years. Additionally, our bond portfolio is comprised of high quality holdings, all of which are investment grade. As of December 31, 2013, assets were $1.3 billion, an increase of $92.3 million or 7.6 percent over December 31, Book value increased by $3.5 million, or 2.9 percent, over year end Book value per share was $7.19 at December 31, 2013, compared to $6.98 at December 31, Gordon Walker retired after 43 years of service, including the last six as Chief Executive Officer. Gordon continues as Chairman of the Board, which he has served as since Scott Martin succeeds Gordon as Chief Executive Officer and remains as President. Scott has been with Pekin Insurance for 37 years. In these challenging economic and regulatory times, the Company remains dedicated to our mission of providing financial protection and peace of mind for our policyholders by offering quality insurance products through independent agents. In all we do, we are dedicated to going Beyond the expected. We are sincerely thankful for the continued support of our shareholders, agents, and employees. GORDON M. WALKER Chairman of the Board SCOTT A. MARTIN President and Chief Executive Officer 1

4 Significant Figures Life Insurance in Force CHANGE Ordinary $13,427,915,000 $12,796,446, % Credit 687,774, ,684, % Group 427,140, ,200, % Total Life Insurance in Force 14,542,829,000 13,765,330, % Assets 1,301,555,082 1,209,239, % Policy Reserves 961,737, ,749, % Premium Income 226,967, ,070, % Payments to Policyholders and Beneficiaries 155,803, ,472, % Investment Income 53,077,695 53,664, % Net Rate of Return on Investments 4.43% 4.83% -8.3% Net Income (Loss) Before Realized Capital Gains Per Share (789,234) 398, % Net Income 2,419,151 7,595, % Net Income (Loss) Before Realized Capital Gains Per Share (.05) % Realized Capital Gains Per Share % Net Income Per Share % Book Value Per Share % Premium Income By Product Line Amount % of Total Amount % of Total Ordinary Life $ 60,437,941 27% $ 54,623,478 25% Annuity 14,457,650 6% 25,846,505 12% Pre-Need Life and Annuity 43,028,855 19% 34,965,797 16% Group Life and Health 52,294,055 23% 58,327,053 26% Group Annuity 10,971,017 5% 3,099,503 1% Individual Health 28,127,426 12% 30,520,219 14% Credit Life and Health 17,650,157 8% 13,688,400 6% Total $226,967, % $221,070, % 2

5 Financial Highlights Market Price Premium Income Per Share Investment Income Per Share (.02) (.05) (A)(C) Earnings Per Share (.32) (.14) (D) Realized Capital Gains (Losses) Per Share (.16) (A)(B) Earnings Per Share Dividends Declared Per Share (A) Tangible Book Value Per Share 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 Common Shares Outstanding (000) 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 17,068 Weighted Average Shares Outstanding (000) % Price to Book Value Year End P/E Ratio Year End Dividend Yield (%) 101, , , , , , , , , ,693 Net Worth ($000) % Profits Retained to Common Equity % Cash Dividends to Net Profit (A) The statutory basis of accounting applies (used for reporting to the respective Insurance Departments). (B) Includes realized capital gains (losses). (C) Excludes realized capital gains (losses). (D) Effective January 1, 2001, the statutory basis of accounting requires that unrealized capital losses on investments that are determined to be other than temporary declines in value must be reclassified to be realized capital losses. In 2009, 2008 and 2006, realized capital losses of $(0.41), $(0.34), and $(0.02) per share, respectively, are considered to be other than temporary declines in value and are charged to earnings. 3

6 Premium Income (In Millions) Life Insurance In Force (In Millions) 4

7 Cash and Invested Assets (In Millions) Investment Income (In Millions) 5

8 INDEPENDENT AUDITOR S REPORT To the Board of Directors and Shareholders Pekin Life Insurance Company Pekin, Illinois We have audited the accompanying statutory balance sheets of Pekin Life Insurance Company (the Company) as of December 31, 2013 and 2012, and the related statutory statements of operations and changes in unassigned surplus, and cash flow for the years then ended, and the related notes to the statutory financial statements. Management s Responsibilities for the Statutory Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the accounting practices prescribed or permitted by the Illinois Department of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 6

9 Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles As described in Note 1 to the financial statements, the financial statements are prepared by the Company in accordance with accounting practices prescribed or permitted by the Illinois Department of Insurance, which is a basis of accounting other than accounting principles generally accepted in the United States of America, to meet the requirements of the State of Illinois. The effects on the statutory financial statements of the variances between the statutory basis of accounting described in Note 1 and accounting principles generally accepted in the United States of America, have not been determined but are presumed to be material. Adverse Opinion on U.S. Generally Accepted Accounting Principles In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flow for the years then ended. Opinion on Regulatory Basis of Accounting In our opinion, the statutory financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations, changes in unassigned surplus, and its cash flow for the years then ended, in accordance with the accounting practices prescribed or permitted by the Illinois Department of Insurance described in Note 1. Madison, Wisconsin March 19, 2014 Strohm Ballweg, LLP 2 7

10 Statutory Balance Sheets December 31, 2013 and Admitted Assets: Bonds $ 1,131,944,247 $ 1,047,251,111 Common Stocks 13,852,529 10,586,500 Real Estate Occupied by the Company, Net of Depreciation 572, ,200 Cash and Short-Term Investments 13,465,291 24,795,595 Contract Loans 16,350,270 16,197,493 Securities Lending Reinvested Collateral Assets 81,684,438 68,813,861 Receivables for Securities ,208 Total Cash and Invested Assets 1,257,868,939 1,168,433,968 Life and Health Premiums Due and Unpaid 2,160,739 1,696,501 Life Premiums Deferred 17,695,435 16,311,407 Investment Income Accrued 11,952,756 12,194,306 Amounts Recoverable from Reinsurers 1,846,320 2,701,963 Current Federal Income Tax Recoverable 1,558,981 1,325,829 Net Deferred Tax Asset 8,233,922 5,950,364 Other Assets 237, ,662 Total Admitted Assets $ 1,301,555,082 $ 1,209,239,000 Liabilities: Aggregate Reserve for Contracts: Life $ 540,706,907 $ 483,429,641 Annuity 398,526, ,298,353 Health 22,503,973 21,021,686 Total Aggregate Reserve for Contracts 961,737, ,749,680 Contract Claims: Life 9,848,763 7,062,705 Health 15,322,896 17,570,425 Total Contract Claims 25,171,659 24,633,130 Other Policy Liabilities: Premium and Annuity Considerations Received in Advance 1,415,398 1,112,873 Policyholders' Dividends 17,420 17,802 Deposit Administration Contracts 46,450,769 45,023,392 Other Deposit-Type Contracts 16,860,023 8,399,564 Total Other Policy Liabilities 64,743,610 54,553,631 Interest Maintenance Reserve 18,344,710 15,768,421 Expenses and Taxes Accrued 9,594,592 8,946,200 Amounts Withheld or Retained 1,217,853 9,517,153 Asset Valuation Reserve 7,036,037 5,683,132 Due to Parent 1,278,559 1,456,617 Drafts Outstanding 4,688,340 6,049,158 Payable for Securities Lending 81,684,438 68,813,861 Pension Benefit Obligations 793, ,551 Post-Retirement Benefit Obligations 422,551 - Other Liabilities 2,147,899 1,144,722 Total Liabilities 1,178,861,790 1,090,042,256 Capital and Surplus: Capital Stock, Par Value $1.25; 22,000,000 Shares Authorized; Shares Issued - 17,600,000; and Shares Outstanding - 17,068,023 22,000,000 22,000,000 Paid-In Surplus 900, ,000 Unassigned Surplus 104,062, ,566,348 Treasury Stock, Shares at Cost, 531,977 in 2013 and 2012 (4,269,604) (4,269,604) Total Capital and Surplus 122,693, ,196,744 Total Liabilities, Capital and Surplus $ 1,301,555,082 $ 1,209,239,000 8 The accompanying notes are an integral part of the financial statements.

11 Statutory Statements of Operations and Changes in Unassigned Surplus Years Ended December 31, 2013 and Income: Life Premiums $ 112,958,200 $ 97,370,819 Annuity Considerations 27,580,932 30,712,782 Health Premiums 86,427,969 92,987,354 Net Investment Income 53,077,695 53,664,994 Total Income 280,044, ,735,949 Deductions: Benefits to Policyholders and Beneficiaries: Life 56,086,158 49,379,637 Annuity 32,188,577 26,126,903 Health 67,528,426 79,965,531 Total Benefits to Policyholders and Beneficiaries 155,803, ,472,071 Additions to Policy Reserves: Life 57,277,266 46,384,543 Annuity 10,228,542 20,742,122 Health 1,482, ,694 Total Additions to Policy Reserves 68,988,095 67,532,359 Expenses: Commissions and Service Fees 23,068,529 21,008,161 General Insurance Expenses 29,703,516 27,367,346 Taxes, Licenses and Fees 2,999,209 2,678,281 Total Expenses 55,771,254 51,053,788 Total Deductions 280,562, ,058,218 Income (Loss) Before Federal Income Tax Expense and Net Realized Capital Gains (517,714) 677,731 Federal Income Tax Expense 271, ,003 Income (Loss) Before Net Realized Capital Gains (789,234) 398,728 Net Realized Capital Gains 3,208,385 7,196,973 Net Income $ 2,419,151 $ 7,595,701 Net Income (Loss) Before Net Realized Capital Gains Per Share $ (0.05) $ 0.02 Net Realized Capital Gains, Net of Income Taxes Per Share Net Income Per Share $ 0.14 $ 0.44 Shares Outstanding 17,068,023 17,068,023 Unassigned Surplus: Unassigned Surplus - Beginning of Year $ 100,566,348 $ 99,280,114 Changes in Unassigned Surplus: Net Income 2,419,151 7,595,701 Net Unrealized Capital Gains 2,442, ,911 Asset Valuation Reserve (1,352,905) (859,299) Net Deferred Tax Asset 2,283,558 (3,596,341) Non-Admitted Assets 74,270 (50,280) Pension Benefit Obligations (411,472) (382,295) Post-Retirement Benefit Obligations (422,551) - Shareholder Dividends - Cash ($0.09 and $0.12 per share) (1,536,122) (2,048,163) Net Increase 3,496,548 1,286,234 Unassigned Surplus - End of Year $ 104,062,896 $ 100,566,348 The accompanying notes are an integral part of the financial statements. 9

12 Statutory Statements of Cash Flow Years Ended December 31, 2013 and 2012 Cash from Operations: Premiums Collected, Net of Reinsurance Net Investment Income Miscellaneous Income Total Cash Received Benefits and Loss Related Payments Commissions, Expenses Paid, and Other Deductions Dividends Paid to Policyholders Federal Income Taxes Paid Total Cash Disbursed Net Cash from Operations $ 226,153,348 $ 220,348,262 53,100,896 54,070,935 1,385,292 1,341, ,639, ,760, ,196, ,722,029 57,665,483 53,027,324 17,337 18, , , ,383, ,973,511 68,255,936 61,787,291 Cash from Investments: Proceeds from Investments Sold, Matured, or Repaid: Bonds Stocks Other Invested Assets - Capital Note Miscellaneous Proceeds Total Investment Proceeds Cost of Investments Acquired: Bonds 151,601, ,527,119 6,050,407 7,703,121-3,177, , ,752, ,407, ,685, ,707,363 6,153,745 7,688,758 Stocks Other Invested Assets - Capital Note - 3,021,456 Miscellaneous 12, ,790 Total Investments Acquired Net Increase in Contract Loans Net Cash from Investments 236,852, ,530, , ,019 (79,252,803) (51,348,576) Cash from Financing and Miscellaneous Sources: Dividends to Shareholders Net Deposits on Deposit-Type Contracts Other Cash Provided (Applied) Net Cash from Financing and Miscellaneous Sources Net Change in Cash and Short-Term Investments Cash and Short-Term Investments at Beginning of Year Cash and Short-Term Investments at End of Year (1,536,122) (2,048,163) (541,995) 1,124,688 1,744,680 (18,380) (333,437) (941,855) (11,330,304) 9,496,860 24,795,595 15,298,735 $ 13,465,291 $ 24,795,595 The accompanying notes are an integral part of the financial statements. 10

13 1. Nature of Operations and Summary of Significant Accounting Practices Pekin Life Insurance Company (Company) is a regional Midwest life and accident and health insurance company domiciled in the State of Illinois. The Company sells insurance primarily through independent agents. Insurance products primarily include ordinary life, group health, credit life and health, annuities, and pre-need life. The accompanying financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Illinois Department of Insurance (statutory accounting practices). Prescribed statutory accounting practices include the National Association of Insurance Commissioners (NAIC) Accounting Practices and Procedures Manual as well as state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed when such practices are approved by the insurance department of the insurer s state of domicile. The Company does not use any permitted practices. Accounting Estimates The preparation of statutory financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near term relate to: 1) the estimated life, annuity, health and disability insurance contract reserves, 2) the assumptions regarding the other than temporary impairment analysis of the investment portfolio, 3) the assumptions, including the discount rate, used to determine the benefit obligations for the defined benefit pension plan and other post-retirement benefit plan, and 4) the amount of deferred tax assets expected to be realized in future years. Summary of Significant Differences Between Statutory Accounting and GAAP A description of the significant accounting practices used by the Company and significant variances from accounting principles generally accepted in the United States of America (GAAP) are as follows: A. Investments Bonds and stocks are valued in accordance with rules prescribed by the NAIC, whereby bonds eligible for amortization under such rules are stated at amortized cost. The Company uses a modified scientific method for amortizing bonds. Common stocks are carried at fair market value. Loan-backed securities (mortgage-backed and asset-backed securities) are stated at amortized cost using a prospective basis. The prospective approach recognizes, through the recalculation of the effective yield to be applied to future periods, the effects of all cash flow whose amounts differ from those estimated earlier. Changes in amortization and amortized cost will occur in future periods. Assumptions for loan-backed securities are updated on a quarterly basis. Agency pass-through and collateralized mortgage obligations use the threemonth generic prepayment speed assumption. Non-agency collateralized mortgage obligations and asset-backed securities are updated using projected principal payment windows. 11

14 Investment income is recorded when earned. Realized gains and losses on sale or maturity of investments are determined on the basis of specific identification. Aggregate unrealized capital gains and losses are credited or charged directly to unassigned surplus without income tax effect. Unrealized capital losses on investments that are determined to be other than temporary declines in value must be recognized as realized capital losses. The Company reviews its investment portfolio on a periodic basis to determine other than temporary declines in value. In evaluating whether a decline in value is other than temporary, management considers several factors including, but not limited to: 1) the Company s ability and intent to retain the security for a sufficient amount of time for it to recover, 2) the extent and duration of the decline in value, 3) the probability of collecting all cash flows according to contractual terms in effect at acquisition or restructuring, 4) relevant industry conditions and trends, and 5) the financial condition and current and future business prospects of the issuer. Under GAAP, equity securities that have readily determinable fair values and debt securities would be classified into three categories: held-to-maturity, trading, and available-for-sale. Held-to-maturity securities would be reported at amortized cost. Trading securities would be reported at fair value, with unrealized gains and losses included in earnings. Available-forsale securities would be reported at fair value, with unrealized gains and losses, net of applicable taxes, reported as a separate component of unassigned surplus. Contract loans are stated at the aggregate of unpaid loan balances, which approximate fair value. These stated values are not in excess of cash surrender values of related policies. The investment in the Company s wholly owned subsidiary is accounted for using the statutory equity method in which undistributed earnings are reported as unrealized gains and losses; under GAAP, the financial statements of the subsidiary would be consolidated with those of the Company. The asset valuation reserve (AVR) is maintained as prescribed by the NAIC for the purpose of stabilizing surplus against fluctuations in the market values of invested assets. The AVR is reported as a liability and changes are charged or credited directly to unassigned surplus. The AVR would not be required under GAAP. The interest maintenance reserve (IMR) is maintained as prescribed by the NAIC to defer realized capital gains and losses which result from changes in interest rates for fixed income securities and to amortize these capital gains and losses into investment income over the remaining life of the investments sold, rather than reflecting the gains or losses in the year of sale. Under GAAP, realized capital gains and losses would not be deferred, amortized, or combined with investment income. An occupancy rental charge on home office real estate owned is recorded as investment income and as offsetting rental expense; under GAAP, no such rental charge would be recognized. B. Non-Admitted Assets Certain assets, designated as non-admitted assets, aggregating $1,926,366 and $2,011,122 at December 31, 2013 and 2012, respectively, are not recognized by statutory accounting practices. These assets are excluded from the balance sheet, and the net change in such assets is charged or credited directly to unassigned surplus. Non-admitted deferred tax assets are not included in the amounts above. The change in the non-admitted deferred tax asset is charged or credited directly to unassigned surplus. Under GAAP, such assets would be recognized at the lower of cost or net realizable value. 12

15 C. Policy Reserves and Claim Reserves Policy reserves on life insurance are based on statutory mortality and interest rate requirements and are computed using principally net level and modified preliminary term methods with interest rates ranging primarily from 2.25 percent to 6.0 percent. The use of a modified reserve basis partially offsets the effect of immediately expensing policy acquisition costs. Policy reserves on annuities are based on statutory mortality and interest requirements with interest rates ranging primarily from 3.50 percent to 9.25 percent. Under GAAP, reserves would be based on mortality, lapse, withdrawal, and interest rate assumptions that are based on Company experience. Liabilities for accident and health policies include unearned premiums and additional reserves. The liability for future policy benefits and claims on life and health insurance products includes estimated unpaid claims that have been reported to the Company and claims incurred but not yet reported. Changes in estimates are reflected in current operations. D. Reinsurance The Company has long-standing reinsurance treaties in place for its life and health insurance business to reduce exposure to large losses. Although reinsurance does not relieve the Company of its legal liability to its policyholders, it provides a measure of protection against catastrophic losses and provides a means of risk reduction on individual losses. In order to maintain an appropriate balance between the cost of reinsurance and surplus growth, the Company periodically evaluates its retention levels correlated to specific types of life and health insurance policies. E. Premiums Premiums deferred and uncollected represent modal premiums, either due and uncollected or not yet due, where policy reserves have been provided on the assumption that the full modal premium for the current policy year has been collected. Also, where policy reserves have been provided on a continuous premium assumption, premiums uncollected are similarly defined. Premiums and annuity considerations are recognized as income over the premium paying period of the policies. Acquisition costs, such as commissions and other costs related to the new business, are expensed as incurred. Contracts that permit the insured to change the amount and timing of premium payments, such as universal life products, are recorded as revenue when received. Under GAAP, revenues would include only policy charges for the cost of insurance, contract initiation and administration, surrender charges, and other fees that have been assessed against contract account values, and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values. Additionally, acquisition costs under GAAP would be capitalized and amortized over the policy period. F. Cash and Short-Term Investments For purposes of reporting cash flows, the Company follows statutory accounting practices and considers cash in checking accounts and certain money market funds and highly liquid debt instruments purchased with a remaining maturity of one year or less to be cash and short-term investments. The Company occasionally has on deposit in a financial institution a balance in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company does not believe it is exposed to any significant credit risks on this account. 13

16 G. Subsequent Events On January 1, 2014, the Company will be subject to an annual fee under Section 9010 of the Affordable Care Act (ACA). This annual fee will be allocated to individual health insurers based on the ratio of the amount of the entity s net premiums written during the preceding calendar year to the amount of health insurance for any United States health risk that is written during the preceding calendar year. A health insurance entity s portion of the annual fee becomes payable once the entity provides health insurance for any United States health risk for each calendar year beginning on or after January 1, As of December 31, 2013, the Company has written health insurance subject to the ACA assessment, expects to conduct health insurance business in 2014, and estimates their portion of the annual health insurance industry fee to be payable on September 30, 2014, to be $520,844. As of January 1, 2014, the Company is no longer writing individual major medical health insurance business. Of the estimated ACA fee of $520,844, the individual major medical portion is $179,860. This assessment is not expected to impact risk-based capital. Subsequent events were evaluated through March 19, 2014, which is the date the financial statements were available to be issued. H. Other Treasury stock is recorded at cost and reported as a reduction of capital and surplus under both statutory accounting practices and GAAP. Deferred income taxes are provided for differences between the financial statement and the tax bases of assets and liabilities and are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Additionally, under statutory accounting practices, limitations are placed on the admissibility of deferred tax assets. All changes in deferred tax assets and liabilities are reported as changes in surplus, and state income taxes are not included in deferred tax calculations; under GAAP, deferred income taxes would be provided for differences between the financial statement and the tax bases of assets and liabilities and any deferred tax assets would be reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Changes in deferred tax assets and liabilities would be reported through operations and/or surplus depending on their characteristics and state income taxes would be included in the deferred tax calculation. Statutory financial statements are prepared in a form using language and groupings substantially the same as the annual statement filed with the NAIC and state regulatory authorities which differ from the presentation and disclosure of financial statements presented under GAAP. Necessary reclassifications are made in prior period financial statements, whenever appropriate, to conform to the current presentation. 2. Pension Plan, Post-Retirement Benefits, and Deferred Compensation Retirement Benefits The Company, its parent (The Farmers Automobile Insurance Association), and its affiliates participate in a trusteed non-contributory defined benefit pension plan. This plan covers full-time employees who have completed one year of service and have reached the age of 21. Effective January 1, 2013, the Company adopted an amendment to freeze participation in the Plan for employees hired after January 1, The Company s funding policy is to contribute annually an amount that represents the current cost of benefits expected to be earned in the current year offset by the expected asset return higher than the discount rate, but no more than the maximum amount that can be deducted for federal income tax purposes. Each affiliate is charged for its applicable share of such contributions based on a percent of projected benefit obligation. 14

17 Pursuant to a retirement plan for Directors elected prior to 2004, eligible Directors will receive a retirement benefit equal to the annual retainer in effect on the Directors retirement dates. The benefits paid were $58,300 in 2013 and 2012, respectively. The liability for the Directors retirement benefit is $537,356 and $554,532 at December 31, 2013 and 2012, respectively. 401(k) Savings Plan The Company and its affiliates participate in a voluntary 401(k) savings plan for eligible participants. New full-time employees are automatically enrolled in the Plan with instant entry after approximately 30 days of employment. The Company may elect, in its sole discretion, to contribute a matching contribution to the savings plan. In 2012, the Company elected to match 25 percent of the employee s contribution up to a maximum match of $400. In 2013, the same matching was offered to employees hired prior to January 1, Employees hired after January 1, 2013, may receive, at the discretion of the Company, a contribution from the Company based on a percentage of eligible earnings and a Company match of the employee s percentage of contribution. For 2013, the Company contributed 3.5 percent of employees eligible earnings and a 75.0 percent match of the employees percentage of contribution not to exceed 6.0 percent. Employer contributions of $40,881 and $37,660, respectively, were made to this plan for all participants in 2013 and Post-Retirement Benefits In addition to providing pension benefits, the Company and its affiliates provide certain health care and life insurance benefits (post-retirement benefits) for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while working for the Company. Deferred Compensation The Company maintains a deferred compensation plan for the Directors. This plan allows for voluntary deferral of all or any part of the compensation to which a Director might otherwise be entitled to as Directors fees, in accordance with the plan provisions. During 2013 and 2012, $10,000 and $9,000 of Directors fees were deferred. The liability for Directors deferred compensation was $123,949 and $121,905 at December 31, 2013 and 2012, respectively. Expected Cash Flows The Company expects to contribute $1,200,000 to the Pension Plan and $400,000 to the Post- Retirement Benefit Plan in The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Year Pension Benefits Post-Retirement Benefits 2014 $ 489,939 $ 338, , , , , , , ,246, , to ,211,033 3,199,467 15

18 Assets, Obligations, and Assumptions A summary of assets, obligations, and assumptions of the Pension and Post-Retirement Benefit Plans for the Company is as follows at December 31: Pension Benefits Underfunded Post-Retirement Benefits Underfunded Change in Benefit Obligation: Benefit Obligation at Beginning of Year $ 21,401,710 $ 18,687,030 $ 5,481,976 $ 6,609,535 Service Cost 1,330,233 1,136, , ,612 Interest Cost 813, , , ,906 Actuarial Loss (Gain) (2,090,867) 1,485, ,320 (1,439,789) Benefits Paid (4,503,091) (856,300) (214,024) (215,288) Plan Amendments 509,825-5,664,133 - Benefit Obligation at End of Year $ 17,461,331 $ 21,401,710 $ 12,427,785 $ 5,481,976 The projected benefit obligation of the Company in relation to the total obligation of the Company and its affiliates (excluding inactive participants) is the basis for allocating the plan assets and the net periodic benefit cost. The net periodic benefit cost of the Other Post- Retirement Benefit Plan is measured on a seriatim basis that projects future benefit costs participant by participant based on demographic characteristics. The projected costs are discounted to a present value. A summary of the plan assets, funded status, and net periodic benefit cost of the Pension and Post-Retirement Benefit Plans for the Company is as follows for the years ended December 31: Change in Plan Assets: Fair Value of Plan Assets at Beginning of Year Actual Return on Plan Assets Employer Contribution Benefits Paid Fair Value of Plan Assets at End of Year Pension Benefits Post-Retirement Benefits $ 12,092,142 $ 10,349,734 $ 3,293,830 $ 2,957,866 2,183,468 1,538, , ,750 2,755,900 1,060, , ,298 (4,503,091) (856,300) (158,494) (142,084) $ 12,528,419 $ 12,092,142 $ 4,218,392 $ 3,293,830 Funded Status: Recognized Liabilities Accrued Benefit Costs $ 1,631,902 $ 1,730,345 $ 3,776,567 $ 3,368,456 Liability for Pension Benefits 793, , ,551 - Total Liabilities Recognized $ 2,425,669 $ 2,456,896 $ 4,199,118 $ 3,368,456 Unrecognized Liabilities $ 2,507,243 $ - $ 4,010,275 $ - Accumulated Benefit Obligation $ 12,434,623 $ 14,927,586 $ 12,427,785 $ 5,481,976 16

19 Pension Benefits Post-Retirement Benefits Components of Net Periodic Benefit C ost: Service C ost $ 1,840,273 $ 1,349,739 $ 487,835 $ 196,612 Interest C ost 1,125,442 1,127, , ,906 Expected (Return) Loss on Plan Assets (996,117) (879,854) (224,314) (136,978) Transition Obligation 32,606 29, ,422 Net Losses 496, , Prior Service C ost 238,415 5, ,023 - Settlement Expense 767, Total Net Periodic Benefit C ost $ 3,505,270 $ 2,126,638 $ 1,382,188 $ 394,962 The settlement expense is reflective of a portion of unrecognized loss due to total annuity purchases and lump sum distributions in excess of total service cost and interest cost for the year. The settlement expense is charged to income as a component of net periodic benefit cost. Following are components of net periodic benefit cost as they related to unassigned surplus at December 31, 2013: Pension Post-Retirement Benefits Benefits Amounts in Unassigned Surplus Recognized as Components of Net Periodic Benefit Cost: Items Not Yet Recognized from Prior Year $ 7,186,261 $ (515,412) Net Transition Obligation Recognized (32,606) (879) Net Prior Service Cost Arising During the Period 509,825 5,664,133 Net Prior Service Cost Recognized (238,415) (552,023) Net (Gain) Loss Arising During the Period (3,241,694) 422,551 Net Gain Recognized (839,032) - Items Not Yet Recognized Current Year $ 3,344,339 $ 5,018,370 Amounts in Unassigned Surplus Expected to Be Recognized in the Next Fiscal Year as Components of Net Periodic Benefit Cost: Net Transition Obligation Recognized $ (32,606) $ 879 Net Prior Service Cost $ 168,304 $ 551,097 Net Recognized Losses $ 77,536 $ - Amounts in Unassigned Surplus Not Yet Recognized as Components of Net Periodic Benefit Cost: Net Transition Obligation Recognized $ 164,984 $ 879 Net Prior Service Cost $ 342,718 $ 5,112,226 Net Recognized (Gains) Losses $ 2,836,637 $ (94,735) 17

20 Weighted average assumptions used to determine the projected benefit obligation are shown below at December 31: Pension Benefits Post-Retirement Benefits Discount Rate Rate of Compensation Increase 4.88% 3.99% 5.33% 4.77% 3.50% to 7.00% 3.50% to 7.00% N/A N/A Weighted average assumptions used to determine the net periodic benefit cost for the years ended December 31: Pension Benefits Post-Retirement Benefits Discount Rate Rate of Compensation Increase Expected Long-Term Rate of Return on Plan Assets 3.99% 4.94% 4.77% 4.94% 3.50% to 7.00% 4.00% to 8.00% N/A N/A 6.25% 6.50% 6.25% 6.50% The health care portion of the post-retirement benefit plan is contributory, with participants contributions adjusted annually as determined by the Company; the life insurance portion of the post-retirement benefit plan is non-contributory. The health care cost trend rate in 2013 was assumed to be 8.5 percent for one year, then 8.0 percent for one year, then 5.0 percent by In 2012, the health care cost trend was assumed to be 7.0 percent for one year, then 6.0 percent for three years, then 5.5 percent thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care trend rates would have the following effects: One Percentage Point Increase One Percentage Point Decrease Effect on Total of Service and Interest Cost Components $ 266,492 $ (204,122) Effect on Post-Retirement Benefit Obligation $ 2,360,679 $ (1,855,588) During 2013, the Company adopted Statement of Statutory Accounting Principle No. 102, Accounting for Pensions, which requires the difference between the projected benefit obligation and the fair value of plan assets to be recorded on the statutory balance sheet. If the projected benefit obligation is greater than the fair value of plan assets, a liability is recorded. However, if the projected benefit obligation is less than the fair value of plan assets, a non admitted asset is recorded. In addition, non-vested participants are to be included in calculations such as the projected benefit obligation and net periodic pension cost. The surplus impact of this new pronouncement can be recognized upon adoption or amortized over a period not to exceed ten years. As of December 31, 2013, the Company has recognized $793,767 and anticipates the remaining liability of $2,507,243 will be recognized over a three-year period. Additionally, the Company adopted Statement of Statutory Accounting Principle No. 92, Accounting for Postretirement Benefits Other Than Pensions, which requires a liability, equal to the accumulated post-retirement benefit obligation, be established for vested and non vested employees. The surplus impact of this new pronouncement can be recognized upon adoption or amortized over a period not to exceed ten years. As of December 31, 2013, the Company has 18

21 recognized $422,551 and anticipates the remaining liability of $4,010,275 will be recognized over a nine-year period. The retirement plan assets are held in a deposit administration contract and equity securities. The Trustees of the Farmers Automobile Insurance Association Retirement Plan maintain a deposit administration contract with the Company for pension benefits. The contract is a group annuity contract consisting of employer contributions with guaranteed interest, less annuities purchased to provide benefit payments to retirees and lump sum benefits paid directly to participants. The fair value of the contract included in plan assets of the Company and its affiliates was $25,225,265 and $27,974,521 as of December 31, 2013 and 2012, respectively, or 42 and 50 percent of total plan assets. Equity securities comprise the remaining plan assets. At December 31, 2013 and 2012, equity securities amounted to $35,327,650 and $27,723,868, respectively, or 58 and 50 percent of total plan assets. The expected long-term rate of return on plan assets was selected based upon current market conditions, company experience, and future company expectations. The specific goal of the investment portfolio is to maintain a fully funded plan over time to ensure the benefit for the plan participants. New contributions are invested in equity securities until the amount in equities exceeds 45 percent of the plan s total assets. Additional amounts will be paid into the deposit administration contract, unless the equity portfolio falls under 45 percent. If the equity portfolio exceeds 60 percent of the plan s assets, part of the equity portfolio will be liquidated and proceeds moved into the deposit administration contract within a reasonable time frame. There are three return objectives. The primary benchmark is the projected annual rate of return used by the plan s actuary. The average annualized investment performance of the invested assets, net of investment related expenses, should be equal to or in excess of this benchmark. The secondary (equity) benchmark is the percent total rate of return of a balanced portfolio comprised of a 70 percent weighting of the Standard & Poor s 500 Index and a 30 percent weighting of the Barclay s Government Corporate Index. The secondary (fixed income) benchmark is the weighted average rate of return of the Company s mortgage-backed securities portfolio less 0.75 percent which includes 0.25 percent for expenses and 0.50 percent for spread. All plan assets, in excess of those funds targeted for short-term cash flow needs, should be invested in a manner consistent with the basic principles of prudent long-term portfolio management. Derivatives, private placement securities, and commodity contracts are prohibited investment vehicles. The Trustees of the plan recognize the long-term nature of the majority of the plan s assets. The Farmers Automobile Insurance Association Retirement Plan maintains an account to partially fund health benefits provided to certain retirees and eligible dependents through a deposit administration contract with the Company. The permissible account funding was determined in accordance with generally recognized and accepted actuarial principles and practices, which are consistent with the Actuarial Standards of Practice. As of December 31, 2013 and 2012, the fair value of the contract was $21,225,504 and $17,048,871, respectively. Contributions of $4,232,911 and $1,666,500 were made in 2013 and 2012, respectively, into the deposit administration contract. The Company s share of the contribution was $918,547 and $353,298 in 2013 and 2012, respectively. The Company utilizes the following valuation techniques in determining the level, within the fair value hierarchy, of the Pension Plan and Post-Retirement Plan assets: Level 1 Quoted market prices reported on the active markets on which the individual stocks and money market funds are traded. Level 3 Principal valuation technique is discounted cash flow. Unobservable inputs are credit rate and payout date. 19

22 The following table sets forth by level, within the fair value hierarchy, the assets of the Pension Plan and Post-Retirement Plan at fair value as of December 31, 2013: Assets at Fair Value as of December 31, 2013 Level 1 Level 2 Level 3 Total Pension Plan Assets: Equity Securities Consumer Discretionary $ 3,027,080 $ - $ - $ 3,027,080 Consumer Staples 3,487, ,487,485 Energy 3,576, ,576,100 Financials 5,914, ,914,907 Health Care 2,538, ,538,950 Industrials 4,856, ,856,775 Information Technology 3,545, ,545,385 Materials 918, ,950 Telecommunications 1,029, ,029,222 Utilities 6,282, ,282,090 Total Equity Securities $ 35,176,944 $ - $ - $ 35,176,944 Cash and Cash Equivalents 150, ,706 Deposit Administration Contract ,225,265 25,225,265 Total Pension Plan Assets $ 35,327,650 $ - $ 25,225,265 $ 60,552,915 Post-Retirement Plan Assets: Deposit Administration Contract ,225,504 21,225,504 Total Post-Retirement Plan Assets $ - $ - $ 21,225,504 $ 21,225,504 The following table sets forth by level, within the fair value hierarchy, the assets of the Pension Plan and Post-Retirement Plan at fair value as of December 31, 2012: Assets at Fair Value as of December 31, 2012 Level 1 Level 2 Level 3 Total Pension Plan Assets: Equity Securities Consumer Discretionary $ 2,237,510 $ - $ - $ 2,237,510 Consumer Staples 2,899, ,899,210 Energy 2,392, ,392,003 Financials 4,027, ,027,180 Health Care 1,943, ,943,212 Industrials 3,657, ,657,415 Information Technology 2,568, ,568,766 Materials 787, ,730 Telecommunications 891, ,524 Utilities 6,117, ,117,465 Total Equity Securities $ 27,522,015 $ - $ - $ 27,522,015 Cash and Cash Equivalents 201, ,853 Deposit Administration Contract ,974,521 27,974,521 Total Pension Plan Assets $ 27,723,868 $ - $ 27,974,521 $ 55,698,389 Post-Retirement Plan Assets: Deposit Administration Contract ,048,871 17,048,871 Total Post-Retirement Plan Assets $ - $ - $ 17,048,871 $ 17,048,871 20

23 The table below sets forth a summary of changes in the fair value of the Pension Plan and Post Retirement Plan s level three assets for the years ended December 31: Level 3 Assets Pension Benefits Post-Retirement Benefits Balance, Beginning of Year $ 27,974,521 $ 26,304,752 $ 17,048,871 $ 15,531,843 Interest income 1,067,354 1,218, , ,453 Purchases 12,700,000 5,000,000 4,232,911 1,666,500 Withdrawals (16,516,610) (4,548,834) (788,743) (841,925) Balance, End of Year $ 25,225,265 $ 27,974,521 $ 21,225,504 $ 17,048, Affiliated Entity Transactions The Farmers Automobile Insurance Association (Association) and its wholly owned subsidiary, Pekin Insurance Company, owned percent and percent of the Company at December 31, 2013 and 2012, respectively. The Company and the Association utilize many common facilities, management, administrative and office personnel, and services. The Association incurs such expenses and allocates the related cost to the Company on a specific identification basis. Intercompany balances are paid periodically throughout the year based on estimates and settled within 45 days after year end based on actual allocated expenses. Such expenses allocated to the Company were $6,999,482 in 2013 and $6,321,250 in The Company owns 100 percent of the common stock of Pekin Financial Life Insurance Company, a stock life insurance company. The carrying value of the subsidiary was $24,199 and $31,476, respectively, as of December 31, 2013 and Notes receivable include demand notes and a surplus note due from Pekin Financial Life Insurance Company totaling $525,000 as of December 31, 2013 and The Company s home office building has a book value of $572,148 and was constructed on land leased from the Association for a term expiring on December 31, 2026, with a year-to-year extension of the lease thereafter. Automatic termination would occur with change of control of the Company. The Association has an irrevocable option to purchase the building at any time during the lease or in the event the lease is canceled. The purchase price of the building shall be the fair market value as of the closing date. The annual lease payment is $1,000. In connection with structured settlements, the Association purchased 15 annuities from the Company in 2013 and 20 annuities in The single premium for these annuities totaled $891,237 and $650,500 in 2013 and 2012, respectively. The reserve carried by the Company at December 31, 2013 and 2012, is $5,323,101 and $4,779,670, respectively. The Association s claimant is the payee. 21

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