Table of Contents








UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

[x]X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 2014

2017

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______


Commission file number 1-10890


HORACE MANN EDUCATORS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
Delaware37-0911756
(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, including 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 classwhich registered
Common Stock, par value $0.001 per shareNew 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  X  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YesNo  X

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  X  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant’sregistrant is a large accelerated filer, status, as such terms are definedan accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  X Accelerated filer
Non-accelerated filerSmaller 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 is a shell company as(as defined in Rule 12b-2 of the Act.Act). YesNo  X


The aggregate market value of the registrant’sregistrant's Common Stock held by non-affiliates of the registrant based on the closing price of the registrant’sregistrant's Common Stock on the New York Stock Exchange and the shares outstanding on June 30, 2014,2017, was $1,277.7$1,509.3 million.


As of February 15, 2015, 41,085,9502018, the registrant had 40,780,247 shares of the registrant’s Common Stock, par value $0.001 per share, were outstanding, net of 23,331,930 shares of treasury stock.

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’sregistrant's Proxy Statement for the 20152018 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, 2014.

2017.









Table of Contents

HORACE MANN EDUCATORS CORPORATION

FORM 10-K

YEAR ENDED DECEMBER 31, 2014

INDEX

PartItem Page
    
I1.Business1
  Forward-looking Information1
  Overview and Available Information1
  History2
  Selected Historical Consolidated Financial Data3
  Corporate Strategy and Marketing4
  Property and Casualty Segment7
  Annuity Segment14
  Life Segment17
  Competition18
  Investments19
  Cash Flow21
  Regulation22
  Employees23
 1A.Risk Factors24
 1B.Unresolved Staff Comments40
 2.Properties40
 3.Legal Proceedings40
 4.Mine Safety Disclosures41
II5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities41
 6.Selected Financial Data43
 7.Management's Discussion and Analysis of Financial Condition and Results of Operations43
 7A.Quantitative and Qualitative Disclosures About Market Risk43
 8.Consolidated Financial Statements and Supplementary Data43
 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure43
 9A.Controls and Procedures44
 9B.Other Information45
III10.Directors, Executive Officers and Corporate Governance45
 11.Executive Compensation45
 12.Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters45
 13.Certain Relationships and Related Transactions, and Director Independence46
 14.Principal Accounting Fees and Services46
IV15.Exhibits and Financial Statement Schedules46
    
 Signatures53
 Index to Financial InformationF-1

2017
Table of Contents
INDEX

Part Item   Page
   
     
     
     
     
     
     
     
     
     
     
     
     
     
    
    
    
    
    
   
    
    
    
    
    
    
    
   
    
    
    
    
   
    
   
   






PART I

ITEM 1.    Business


Measures within this Annual Report on Form 10-K that are not based on accounting principles generally accepted in the United States of America (non-GAAP) are marked by an asterisk (*). An explanation of these measures is contained in the Glossary of Selected Terms included as Exhibit 99.1 to this Annual Report on Form 10-K and are reconciled to the most directly comparable measures prepared in accordance with United States of America (U.S.) generally accepted accounting principles (GAAP) in the Appendix to the Company's Investor Supplement.
Forward-looking Information

It is important to note that the Company's actual results could differ materially from those projected in forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in “ItemItem 1A. Risk Factors”Factors and in “Management'sItem 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Forward-looking Information”.

Information.

Overview and Available Information

Horace Mann Educators Corporation (“HMEC”;(HMEC; and together with its subsidiaries, the “Company”Company or “Horace Mann”)Horace Mann) is an insurance holding company incorporated in Delaware. Through its subsidiaries, HMEC markets and underwrites personal lines of property and casualty (primarily personal lines of automobile and homeowners)property) insurance, retirement annuitiesproducts (primarily tax-qualified products)annuities) and life insurance in the United States of America (“U.S.”). HMEC's principal insurance subsidiaries are Horace Mann Life Insurance Company (“HMLIC”)(HMLIC), Horace Mann Insurance Company (“HMIC”)(HMIC), Horace Mann Property & Casualty Insurance Company (“HMPCIC”)(HMPCIC) and Teachers Insurance Company (“TIC”)(TIC), each of which is an Illinois corporation, and Horace Mann Lloyds (“HM Lloyds”)(HM Lloyds), an insurance company domiciled in Texas.

Founded by Educators for Educators®, the Company markets its products primarily to K-12 teachers, administrators and other employees of public schools and their families. The Company's nearly one million customers typically have moderate annual incomes, with many belonging to two-income households. Their financial planning tends to focus on retirement, security, savings and primary insurance needs. Management believes that Horace Mann is the largest national multilinemulti-line insurance company focused on the nation's educators as its primary market.

Horace Mann markets and services its products primarily through a dedicated sales force of full-time agentsExclusive Distributors supported by the Company’sCompany's Customer Contact Center. These agents sell Horace Mann's products and limited additional third-party vendor products. Some of these agents are former educators or individuals with close ties to the educational community who utilize their contacts within, and knowledge of, the target market. This dedicated agent sales force is supplemented by an independent agent distribution channel for the Company’s annuityCompany's retirement products.



The Company's insurance premiums written and contract depositsdeposits* for the year ended December 31, 20142017 were $1.2 billion and net income was $104.2$169.4 million. The Company's total assets were $9.8$11.2 billion at December 31, 2014.2017. The Company's investment portfolio had an aggregate fair value of $7.4$8.4 billion at December 31, 20142017 and consisted principally of investment grade, publicly traded fixed maturity securities.

1

The Company conducts and manages its business through four segments. The three operating segments, representing the major lines of insurance business, are: propertyProperty and casualty insurance, annuity products,Casualty, Retirement and life insurance.Life. The Company does not allocate the impact of corporate-level transactions to the insuranceoperating segments, consistent with the basis for management’smanagement's evaluation of the results of those segments, but classifies those items in the fourth segment, corporateCorporate and other. The propertyOther. Property and casualty, annuity,Casualty, Retirement, and life segmentsLife accounted for 50%54.0%, 41%36.9% and 9%9.1%, respectively, of the Company's insurance premiums written and contract deposits for the year ended December 31, 2014.

2017.

The Company is one of the largest participants in the K-12 educator portion of the 403(b) tax-qualified annuity market, measured by 403(b) net written premium on a statutory accounting basis. The Company's 403(b) tax-qualified annuities are voluntarily purchased by individuals employed by public school systems or other tax-exempt organizations through the employee benefit plans of those entities. The Company has 403(b) payroll deduction capabilities utilized by approximately one-third30% of the 13,600 public school districts in the U.S.

The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to those reports are available free of charge through the Investors section of the Company's Internet website,www.horacemann.com, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”)(SEC). The EDGAR filings of such reports are also available at the SEC's website,www.sec.gov.

Also available in the Investors section of the Company’sCompany's website are its corporate governance principles, code of conduct and code of ethics as well as the charters of the Board’sHMEC Board of Director's (Board) Audit Committee, Compensation Committee, Executive Committee, Investment and Finance Committee, and Nominating and Governance Committee.

Copies also may be obtained by writing to Investor Relations, Horace Mann Educators Corporation, 1 Horace Mann Plaza, Springfield, Illinois 62715-0001.

On June 20, 2014,August 8, 2017, the Chief Executive Officer (“CEO”)(CEO) of HMEC timely submitted the Annual Section 12(a) CEO Certification to the New York Stock Exchange (“NYSE”)(NYSE) without any qualifications. The Company filed with the SEC, as exhibits to the Annual Report on Form 10-K for the year ended December 31, 2013,2016, the CEO and Chief Financial Officer (“CFO”)(CFO) certifications required under Section 302 of the Sarbanes-Oxley Act.

History

The Company's business was founded in Springfield, Illinois in 1945 by two school teachers to sell automobile insurance to other teachers within the State of Illinois. The Company expanded its business to other states and broadened its product line to include life insurance in 1949, 403(b) tax-qualified retirement annuities in 1961 and homeownersproperty insurance in 1965. In November 1991, HMEC completed an initial public offering of its common stock (the “IPO”).stock. The common stock is traded on the New York Stock ExchangeNYSE under the symbol “HMN”.

2
HMN.


2





SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA


The following consolidated statement of operations and balance sheet data have been derived from the consolidated financial statements of the Company, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).GAAP. The consolidated financial statements of the Company for each of the years in the five-yearfive year period ended December 31, 20142017 have been audited by KPMG LLP, an independent registered public accounting firm. The following selected historical consolidated financial data should be read in conjunction with the consolidated financial statements of HMEC and its subsidiaries and “Management'sManagement's Discussion and Analysis of Financial Condition and Results of Operations”.

  Year Ended December 31, 
  2014  2013  2012  2011  2010 
  (Dollars in millions, except per share data) 
Statement of Operations Data:                    
Insurance premiums and contract charges earned $715.8  $690.9  $670.5  $667.1  $672.7 
Net investment income  329.8   313.6   306.0   288.3   272.1 
Realized investment gains  10.9   22.2   27.3   37.7   23.8 
Total revenues  1,060.7   1,031.2   1,010.8   998.3   974.8 
Interest expense  14.2   14.2   14.2   14.0   14.0 
Income before income taxes  146.1   154.1   149.2   94.9   110.2 
Net income  104.2   110.9   103.9   70.5   80.1 
Ratio of earnings to fixed charges (1)  1.8x  1.8x  1.8x  1.6x  1.7x
                     
Per Share Data (2):                    
Net income per share                    
Basic $2.50  $2.75  $2.63  $1.77  $2.04 
Diluted $2.47  $2.66  $2.51  $1.70  $1.95 
Shares of Common Stock (in millions)                    
Weighted average - basic  41.6   40.4   39.5   39.9   39.3 
Weighted average - diluted  42.2   41.6   41.4   41.4   41.0 
Ending outstanding  40.9   40.5   39.4   39.8   39.7 
Cash dividends per share $0.92  $0.78  $0.55  $0.46  $0.35 
Book value per share $32.65  $27.14  $31.65  $26.53  $21.36 
                     
Balance Sheet Data, at Year End:                    
Total investments $7,403.5  $6,539.5  $6,292.1  $5,677.5  $5,073.6 
Total assets  9,768.5   8,826.7   8,167.7   7,435.2   6,945.7 
Total policy liabilities  5,351.5   5,029.2   4,736.7   4,401.0   4,068.7 
Short-term debt  38.0   38.0   38.0   38.0   38.0 
Long-term debt  199.9   199.9   199.8   199.7   199.7 
Total shareholders’ equity  1,336.5   1,099.3   1,245.8   1,055.4   847.1 
                     
Segment Information (3):                    
Insurance premiums written and contract deposits                    
Property and casualty $584.4  $570.4  $550.8  $545.9  $557.1 
Annuity  480.6   423.0   417.6   433.9   395.5 
Life  102.7   100.8   99.3   98.6   99.4 
Total  1,167.7   1,094.2   1,067.7   1,078.4   1,052.0 
Net income (loss)                    
Property and casualty $46.9  $44.4  $37.1  $5.9  $27.0 
Annuity  45.3   44.7   40.5   30.9   30.8 
Life  17.5   20.4   21.9   19.4   20.2 
Corporate and other (4)  (5.5)  1.4   4.4   14.3   2.1 
Total  104.2   110.9   103.9   70.5   80.1 

Operations.

  Year Ended December 31,
  2017 2016 2015 2014 2013
  ($ in millions, except per share data)
Statement of Operations Data:  
  
  
  
  
Insurance premiums and contract charges earned $794.7
 $759.1
 $731.9
 $715.8
 $690.9
Net investment income 373.6
 361.2
 332.6
 329.8
 313.6
Net realized investment gains (losses) (3.4) 4.1
 12.7
 10.9
 22.2
Total revenues 1,171.5
 1,128.9
 1,080.4
 1,060.7
 1,031.2
Interest expense 11.9
 11.8
 13.1
 14.2
 14.2
Income before income taxes 88.7
 114.2
 129.5
 146.1
 154.1
Net income 169.4
 83.8
 93.5
 104.2
 110.9
Ratio of earnings to fixed charges (1) 1.4x
 1.6x
 1.7x
 1.8x
 1.8x
           
Per Share Data (2):  
  
  
  
  
Net income per share  
  
  
  
  
Basic $4.10
 $2.04
 $2.23
 $2.50
 $2.75
Diluted $4.08
 $2.02
 $2.20
 $2.47
 $2.66
Shares of Common Stock (in millions)  
  
  
  
  
Weighted average - basic 41.4
 41.2
 41.9
 41.6
 40.4
Weighted average - diluted 41.6
 41.5
 42.4
 42.2
 41.6
Ending outstanding 40.7
 40.2
 40.6
 40.9
 40.5
Cash dividends per share $1.10
 $1.06
 $1.00
 $0.92
 $0.78
Book value per share $36.88
 $32.15
 $31.18
 $32.65
 $27.14
           
Balance Sheet Data, at Year End:  
  
  
  
  
Total investments $8,352.3
 $7,999.3
 $7,648.0
 $7,403.5
 $6,539.5
Total assets 11,198.3
 10,576.8
 10,057.0
 9,768.4
 8,826.3
Total policy liabilities 6,182.0
 6,024.1
 5,683.4
 5,351.5
 5,029.2
Short-term debt 
 
 
 38.0
 38.0
Long-term debt 297.5
 247.2
 247.0
 199.8
 199.5
Total shareholders' equity 1,501.6
 1,294.0
 1,264.7
 1,336.5
 1,099.3
           
Segment Information (3):  
  
  
  
  
Insurance premiums written and contract deposits  
  
  
  
  
Property and Casualty $662.8
 $634.3
 $605.8
 $584.4
 $570.4
Retirement 453.1
 520.2
 548.0
 480.6
 423.0
Life 111.2
 108.0
 102.7
 102.7
 100.8
Total 1,227.1
 1,262.5
 1,256.5
 1,167.7
 1,094.2
Net income (loss)  
  
  
  
  
Property and Casualty 17.8
 25.6
 40.0
 46.9
 44.4
Retirement 88.4
 50.7
 43.4
 45.3
 44.7
Life 77.6
 16.6
 15.0
 17.5
 20.4
Corporate and Other (4) (14.4) (9.1) (4.9) (5.5) 1.4
Total 169.4
 83.8
 93.5
 104.2
 110.9
(1)For the purpose of determining the ratio of earnings to fixed charges, “earnings”"earnings" consist of income before income taxes and fixed charges, and “fixed charges”"fixed charges" consist of interest expense (including amortization of debt issuance cost)costs) and interest credited to policyholders on interest-sensitive contracts.investment contracts and life insurance products with account values.
(2)Basic earnings per share is computed based on the weighted average number of shares outstanding plus the weighted average number of fully vested restricted stock units and common stock units payable as shares of HMEC common stock. Diluted earnings per share is computed based on the weighted average number of shares and common stock equivalents outstanding, to the extent dilutive. The Company's common stock equivalents relate to outstanding common stock options, common stock units (related to deferred compensation for Directors and employees) and restricted stock units.
(3)Information regarding assets by segment at December 31, 2014, 20132017, 2016 and 20122015 is contained in “NotesNotes to Consolidated Financial Statements -- Note 13 --14 — Segment Information” listed on page F-1 of this report.Information.
(4)The corporateCorporate and otherOther segment primarily includes interest expense on debt, the impact of net realized investment gains and losses, corporate debt retirement costs, and certain public company expenses.

3






Corporate Strategy and Marketing

The Horace Mann Value Proposition

The Horace Mann Value Proposition articulates the Company's overarching strategy and business purpose: Providepurpose to provide lifelong financial well-being for educators and their families through personalized service, advice, and a full range of tailored insurance and financial products.

Target Market

Management believes that Horace Mann is the largest national multilinemulti-line insurance company focused on the nation's educators as its primary market. The Company's target market consists primarily of K-12 teachers, administrators and other employees of public schools and their families located throughout the U.S. The U.S. Department of Education estimates that there are approximately 6.2 million teachers, school administrators and education support personnel in public schools in the U.S.; approximately 3.1 million of these individuals are elementary and secondary teachers.

Distribution Strategy
In addition to the Company's traditional exclusive agency force, Horace Mann continues to build complementary distribution channels (i.e., on-line quoting, direct sales channel, and institutional business to business). These various channels allow customers to access Horace Mann how they choose. The Company believes that its customers will need expert advice at the point of sale at some point in their lifetime, and they will choose the advice of a trusted advisor.
Dedicated Agency Force

A cornerstone of Horace Mann’sMann's marketing strategy is its dedicated sales force of agents, supported by the Company’sCompany's Customer Contact Center. As of December 31, 2014,2017, the Company had a combined total of 755694 Exclusive Agencies and Employee Agents.Distributors. Approximately 78%72.1% of the appointed agents are licensed by the Financial Industry Regulatory Authority, Inc. (“FINRA”)(FINRA) to sell variable annuities and variable universal life policies. Some individuals in the agency force were previously teachers, other members of the education profession or persons with close ties to the educational community. The Company’sCompany's dedicated agents are under contract to market only the Company's products and limited additional third-party vendor products. Collectively, the Company's principal insurance subsidiaries are licensed to write business in 49 states and the District of Columbia.

Over 90% of the Company’s

The Company's dedicated agency force operates in its Agency Business Model (“ABM”)(ABM), consisting of Exclusive Agencies as well as a limited number of Employee Agents in outside offices with licensed producers -- which was designed to remove capacity constraints and increase productivity.Agents. The Company’sCompany's Exclusive Agent (“EA”)(EA) agreement is designed to place agents in the position to become business owners in their marketing territories and invest their own capital to grow their agencies. Exclusive Agents are non-employee, independent contractors. EAs may sign multiple EA agreements with the Company and manage more than one Exclusive Agency. Management expects that all future new agent appointments will be under the EA agreement. On an ongoing basis, theThe Company provides follow-upongoing training and support to agents regarding the Company’sCompany's products, as well as to further embed repeatable processes and fully maximize the potential of its ABM.

4
Table of Contents

Broadening


Distribution Options

To complement and extend the reach of the Company’sCompany's agency force and to more fully utilize its approved payroll slots in school systems across the country, the Company utilizeshas utilized a network of independent agents to distribute the Company's products including 403(b) tax-qualified annuity products.annuities. In addition to serving educators in areas where the Company does not have dedicated agents, the independent agents complement the annuity capabilities of the Company's agency force in under-penetrated areas. At December 31, 2014, there were approximately 500Effective January 1, 2018, the Company is allowing the independent agents approved to marketservice their legacy books of annuity business, but the Company’sCompany has ceased expansion of those books of annuity products throughoutbusiness for new customers. However, the U.S.Company may consider future use of this channel. During 2014,2017, collected contract deposits from this distribution channel were approximately $45$31.7 million. Combined with business from the Company’sCompany's dedicated agency force, total annuity collected contract deposits were $481$453.1 million for the year ended December 31, 2014.

2017.


Geographic Composition of Business

The Company's business is geographically diversified. For the year ended December 31, 2014,2017, based on direct premiums and contract deposits for all product lines, the top five states and their portion of total direct insurance premiums and contract deposits were California, 7.8%8.0%; Texas, 7.0%; North Carolina, 6.7%; Texas, 6.6%6.5%; Minnesota, 5.9%5.8%; and Florida, 5.7%5.4%.

HMEC's propertyProperty and casualtyCasualty subsidiaries are licensed to write business in 48 states and the District of Columbia. The following table sets forthshows the Company's top ten propertyProperty and casualtyCasualty states based on total direct premiums.

Property and Casualty Segment Top Ten States

(Dollars$ in millions)

  Property and Casualty 
  Segment 
  2014 Direct  Percent 
  Premiums (1)  of Total 
State             
California $63.6   10.7%
North Carolina  44.4   7.4 
Texas  40.5   6.8 
Minnesota  37.9   6.4 
Florida  36.2   6.1 
South Carolina  32.7   5.5 
Louisiana  30.4   5.1 
Pennsylvania  21.5   3.6 
Georgia  21.1   3.5 
Michigan  16.2   2.7 
Total of top ten states  344.5   57.8 
All other areas  252.0   42.2 
Total direct premiums $596.5   100.0%

  Property and Casualty Segment
  
2017 Direct
Premiums (1)
 
Percent
of Total
State    
California $70.6
 10.5%
Texas 56.1
 8.4
North Carolina 46.9
 7.0
Minnesota 39.7
 5.9
Florida 36.2
 5.4
South Carolina 33.3
 5.0
Louisiana 32.0
 4.8
Georgia 29.6
 4.4
Pennsylvania 23.1
 3.4
Colorado 19.7
 2.9
Total of top ten states 387.2
 57.7
All other areas 283.3
 42.3
Total direct premiums $670.5
 100.0%
  
(1)Defined as earned premiums before reinsurance as determined under statutory accounting principles.

5

Table of Contents


HMEC's principal life insurance subsidiary is licensed to write business in 48 states and the District of Columbia. The following table sets forthshows the Company's top ten combined lifeLife and annuityRetirement states based on total direct premiums and contract deposits.

Combined Life and AnnuityRetirement Segments Top Ten States

(Dollars$ in millions)

   2014 Direct      
   Premiums and
Contract Deposits (1)
   Percent
of Total
  
State                  
Pennsylvania  $39.4    6.7% 
Texas   37.4    6.4  
Illinois   35.6    6.1  
North Carolina   35.0    6.0  
Minnesota   31.5    5.4  
Florida   31.1    5.3  
South Carolina   29.4    5.0  
Virginia   28.8    4.9  
California   28.1    4.8  
Indiana   24.4    4.1  
Total of top ten states   320.7    54.7  
All other areas   265.7    45.3  
Total direct premiums  $586.4    100.0% 

  
2017 Direct
Premiums and
Contract Deposits (1)
 
Percent
of Total
State    
South Carolina $34.0
 6.0%
Pennsylvania 33.8
 5.9
North Carolina 33.4
 5.9
Minnesota 32.1
 5.6
Florida 31.2
 5.5
Texas 30.4
 5.3
Illinois 30.4
 5.3
California 28.0
 4.9
Indiana 27.7
 4.9
Virginia 27.0
 4.7
Total of top ten states 308.0
 54.0
All other areas 262.0
 46.0
Total direct premiums $570.0
 100.0%
  
(1)Defined as collected premiums before reinsurance as determined under statutory accounting principles.


National, State and Local Education Associations

The Company has established relationships with a number of educator groups throughout the U.S. These groups include the National Education Association (“NEA”),(NEA); The NEA Foundation,Foundation; the Association of School Business Officials International (“ASBO”)(ASBO); and various school administrator and principal associations such as the American Association of School Administrators (“AASA”)(AASA), the School Superintendents Association; the National Association of Elementary School Principals (“NAESP”)(NAESP); and the National Association of Secondary School Principals (“NASSP”)(NASSP). The Company does not pay these groups any consideration in exchange for endorsement of the Company or its products. Depending on the organization, the Company does pay for certain marketing agreements, special functions and advertising.

In recent years, the Company has developed relationships and programs to align its agents with school districts in a business to business relationship. In addition to a working relationship, in 2011relationships, Horace Mann formed ahas strategic alliancealliances with AASA and ASBO, as well as itsASBO's state and regional affiliates. The Company holds an annual meeting with selected ASBO members to gain feedback on a variety of school district programs.

The Company has had its longest relationship with the NEA, the nation's largest confederation of state and local teachers' associations, and many of the state and local education associations affiliated with the NEA. The NEA has approximately 3.2 million members. A number of state and local associations affiliated with the NEA endorse various insurance products and services of the Company and its competitors. The Company does not pay the NEA or any affiliated associations any consideration in exchange for endorsement of Company products. The Company does pay for marketing agreements, certain special functions and advertising.

6


Support of Educator Programs

The Company’sCompany's agents conduct state-specific State Teacher Retirement System Workshops in addition to Financial Success Workshops designed to help educators gain or increase their financial literacy. In addition, the Company offers services and products to school districts that help meet the needs of educators including payroll deduction options for individual insurance products, group life insurance and Section 125 programs. To help districts determine what programs meet their needs, the Company has developed an Employer Benefit Review Service and conducts workshops for school business officials.

Along with differentiating value-added product features, the Company has a number of programs that demonstrate its commitment to the educator profession, while also further distinguishing Horace Mann from competitors within the K-12 educator market. Examples of these programs include: the NEA Foundation’sFoundation's Horace Mann Awards for Teaching Excellence honoring 5 national finalists; Horace Mann is a national sponsor of DonorsChoose.org, an online, not-for-profit organization that connects corporate and individual donors to teachers with classroom projects in need of funding; and, beginning in 2014, Horace Mann sponsors ASBO’sASBO's Certified Administrator of School Finance and Operations®(“SFO (SFO®) certification program.

program; and Horace Mann is a sponsor of the AASA National Superintendent Certification Program and AASA's National Conference on Education. 


Property and Casualty Segment

The property

Property and casualty segmentCasualty represented 50%54.0% of the Company's consolidated insurance premiums written and contract deposits in 2014.

2017.

The primary propertyProperty and casualtyCasualty product offered by the Company is private passenger automobile insurance, which in 20142017 represented 33%36.7% of the Company’sCompany's total insurance premiums written and contract deposits and 65%68.0% of propertyProperty and casualtyCasualty net written premiums. As of December 31, 2014,2017, the Company had approximately 481,000 voluntary479,000 automobile policies in force. The Company's automobile business is primarily preferred risk, defined as a household whose drivers have had no recent accidents and no more than one recent moving violation.

In 2014, homeowners2017, property insurance represented 17%17.3% of the Company’sCompany's total insurance premiums written and contract deposits and 34%32.0% of propertyProperty and casualtyCasualty net written premiums. As of December 31, 2014,2017, the Company had approximately 229,000 homeowners216,000 property policies in force. The Company insures primarily residential homes.

The Company has programs in a majority of states to provide higher-risk automobile and homeownersproperty coverages, as well as a number of other insurance coverages, with third-party vendors underwriting and bearing the risk of such insurance and the Company receiving commissions on the sales. Similarly, the Company has increased its offering of third-party vendor products in many areas to include coverage for small business owners and classic/collector automobile ownersautomobiles to meet those aspects of an educator’seducator's needs.

7



Selected Historical Financial Information Forfor the Property and Casualty Segment

The following table sets forthprovides certain financial information with respect tofor the propertyProperty and casualtyCasualty segment for the periods indicated.

Property and Casualty Segment

Selected Historical Financial Information

(Dollars$ in millions)

  Year Ended December 31, 
  2014  2013  2012 
Financial Data:            
Insurance premiums written $584.4  $570.4  $550.8 
Insurance premiums earned  581.8   561.9   546.3 
Net investment income  36.8   36.2   36.8 
Income before income taxes  60.8   57.2   47.9 
Net income  46.9   44.4   37.1 
Catastrophe costs, pretax (1)  37.5   40.2   43.3 
             
Operating Statistics:            
Loss and loss adjustment expense ratio  68.7%  68.6%  71.3%
Expense ratio  27.4%  27.7%  27.0%
Combined loss and expense ratio  96.1%  96.3%  98.3%
Effect of catastrophe costs on the combined ratio (1)  6.5%  7.2%  8.0%
             
Automobile and Homeowners (Voluntary):            
Insurance premiums written            
Automobile $380.5  $371.7  $360.3 
Homeowners  199.8   195.0   186.9 
Total  580.3   566.7   547.2 
Insurance premiums earned            
Automobile  378.0   367.5   357.1 
Homeowners  199.7   190.8   185.5 
Total  577.7   558.3   542.6 
Policies in force (in thousands)            
Automobile  481   482   487 
Homeowners  229   235   237 
Total  710   717   724 

  Year Ended December 31,
  2017 2016 2015
Financial Data:  
  
  
Insurance premiums written $662.8
 $634.3
 $605.8
Insurance premiums earned 648.3
 620.5
 596.0
Net investment income 36.2
 39.0
 33.5
Income before income taxes 14.5
 30.3
 51.3
Net income 17.8
 25.6
 40.0
Catastrophe costs, pretax* 61.8
 60.0
 44.4
       
Operating Statistics:  
  
  
Loss and loss adjustment expense ratio 76.6% 74.8% 70.5%
Expense ratio 26.7% 26.7% 26.5%
Combined loss and expense ratio 103.3% 101.5% 97.0%
Effect of catastrophe costs on the combined ratio* 9.5% 9.7% 7.4%
       
Automobile and Property:  
  
  
Insurance premiums written  
  
  
Automobile $450.7
 $425.9
 $402.2
Property 211.7
 208.2
 203.4
Insurance premiums earned  
  
  
Automobile 438.0
 414.3
 393.6
Property 210.0
 206.0
 202.2
Policies in force (in thousands)  
  
  
Automobile 479
 485
 487
Property 216
 220
 224
Total 695
 705
 711



Catastrophe Costs (Pretax)
 

(1)These measures are used by the Company's management to evaluate performance against historical results and establish targets on a consolidated basis.  These measures are components of net income but are considered non-GAAP financial measures under applicable SEC rules because they are not displayed as separate line items in the Consolidated Statements of Operations and there is inclusion or exclusion of certain items not ordinarily included or excluded in a GAAP financial measure.  In the opinion of the Company's management, a discussion of these measures is meaningful to provide investors with an understanding of the significant factors that comprise the Company's periodic results of operations.
·Catastrophe costs - The sum of catastrophe losses and property and casualty catastrophe reinsurance reinstatement premiums.
·Catastrophe losses - In categorizing property and casualty claims as being from a catastrophe, the Company utilizes the designations of the Property Claim Services, a subsidiary of Insurance Services Office, Inc. (“ISO”), and additionally beginning in 2007, includes losses from all such events that meet the definition of covered loss in the Company’s primary catastrophe excess of loss reinsurance contract, and reports loss and loss adjustment expense amounts net of reinsurance recoverables.  A catastrophe is a severe loss resulting from natural and man-made events within a particular territory, including risks such as hurricane, fire, earthquake, windstorm, explosion, terrorism and other similar events, that causes $25 million or more in insured property and casualty losses for the industry and affects a significant number of property and casualty insurers and policyholders.  Each catastrophe has unique characteristics.  Catastrophes are not predictable as to timing or amount of loss in advance.  Their effects are not included in earnings or claim and claim adjustment expense reserves prior to occurrence.  In the opinion of the Company's management, a discussion of the impact of catastrophes is meaningful for investors to understand the variability in periodic earnings.

8

Catastrophe Costs

The level of catastrophe costs can fluctuate significantly from year to year. Catastrophe costs before federal income tax benefits for the Company for the last ten years are shown in the following table.


Catastrophe Costs

(Dollars$ in millions)

   The  
   Company (1)  
Year Ended December 31,      
2014  $37.5  
2013   40.2  
2012   43.3  
2011   86.0  
2010   49.2  
2009   33.1  
2008   73.9  
2007   23.6  
2006   19.8  
2005   69.2  

  The
Year Ended December 31, Company (1)
   
2017 $61.8
2016 60.0
2015 44.4
2014 37.5
2013 40.2
2012 43.3
2011 86.0
2010 49.2
2009 33.1
2008 73.9
(1)Net of reinsurance and before federal income tax benefits. Includes allocated loss adjustment expenses and reinsurance reinstatement premiums; excludes unallocated loss adjustment expenses. The Company's individually significant catastrophe losses net of reinsurance were as follows:
2017 -Hail, tornadoes, wind events in February and March were $11.0 million; wind, hail, tornado event in May in Colorado primarily was $8.8 million; wind and hail event in June in Minnesota primarily was $8.0 million; wind, hail, tornado event in June in the Midwest was $3.8 million; Hurricane Harvey was $5.0 million; Hurricane Irma was $2.5 million; California wildfires in October and December were $1.3 million; other weather events throughout the year were each less than $3.0 million.
2016 -Wind/hail event in March was $3.9 million; wind/hail event in April was $9.2 million; wind/hail/tornado event in May was $3.4 million; Hurricane Matthew was $10.0 million; other weather events throughout the year were each less than $3.0 million.
2015 -Winter storm in February was $8.9 million; wind/flooding event in October was $3.0 million; other weather events throughout the year were each less than $3.0 million.
2014 -Wind/hail event in May was $8.5 million; other weather events throughout the year were each less than $3.0 million.
2013 -Wind/hail/tornado events in May, June and August were $10.1 million, $4.0 million and $7.9 million, respectively; winter storm events in February and April were $3.7 million and $3.4 million, respectively.
2012 -Wind/hail/tornado events in March, April, May and June were $6.6 million, $6.6 million, $5.8 million and $11.9 million, respectively; June tropical storm and wildfire events, $1.4 million combined; $4.0 million, Hurricane Isaac; $2.8 million, Hurricane/Superstorm Sandy.
2011 -Wind/hail/tornado events in April, May and June were $28.0 million, $17.6 million and $8.5 million, respectively; $8.0 million, Hurricane Irene.
2010 -Wind/hail/tornado events in March, May, June, July and October were $4.8 million, $8.3 million, $12.1 million, $5.5 million and $7.7 million, respectively.
2009 -$9.3 million, July wind/hail/tornadoes; $6.3 million, June wind/hail/tornadoes.
2008 -$16.5 million, Hurricane Gustav; $15.5 million, Hurricane Ike; $9.8 million, May wind/hail/tornadoes; $7.0 million, June wind/hail/tornadoes; $3.0 million, December winter storm.
2007 -$4.7 million, August wind/hail/tornadoes; $4.5 million, October California wildfires; $3.5 million, June wind/hail/tornadoes.
2006 -$5.0 million, August wind/hail/tornadoes; $3.9 million, April wind/hail/tornadoes.
2005 -$23.7 million, Hurricane Katrina; $15.0 million, Hurricane Wilma; $10.8 million, Hurricane Rita; $6.5 million, September Minnesota tornadoes; $5.0 million, Hurricane Dennis.

9


Fluctuations from year to year in the level of catastrophe losses impact a property and casualty insurance company’s losscompany's claims and lossclaim adjustment expenses incurred and paid. For comparison purposes, the following table provides amounts for the Company excluding catastrophe losses.

Impact of Catastrophe Losses

(Dollars$ in millions)

  Year Ended December 31, 
  2014 2013 2012 
        
Claims and claim expenses incurred (1) $399.5 $385.6 $389.4 
Amount attributable to catastrophes (2)  37.5  40.2  43.3 
Excluding catastrophes (1) $362.0 $345.4 $346.1 
           
Claims and claim expense payments $393.8 $384.7 $398.2 
Amount attributable to catastrophes (2)  38.2  38.0  47.9 
Excluding catastrophes $355.6 $346.7 $350.3 

  Year Ended December 31,
  2017 2016 2015
       
Claims and claim expenses incurred (1) $496.3
 $464.1
 $420.3
Deduct: amount attributable to catastrophes (2) 61.8
 60.0
 44.4
Excluding catastrophes (1) $434.5
 $404.1
 $375.9
       
Claims and claim expense payments $481.1
 $468.8
 $436.4
Deduct: amount attributable to catastrophes (2) 65.6
 62.0
 44.6
Excluding catastrophes $415.5
 $406.8
 $391.8
(1)Includes the impact of development of prior years’years' reserves as quantified in “PropertyProperty and Casualty Reserves”.Reserves.
(2)Net of reinsurance and before federal income tax benefits. Includes allocated loss adjustment expenses; excludes unallocated loss adjustment expenses.


Property and Casualty Reserves

Property and casualtyCasualty unpaid claims and claim expenses (“loss reserves”)(loss reserves) represent management’smanagement's estimate of ultimate unpaid costs of losses and settlement expenses for claims that have been reported and claims that have been incurred but not yet reported. The Company calculates and records a single best estimate of the reserve as of each balance sheetreporting date in conformity with generally accepted actuarial standards. For additional information regarding the process used to estimate propertyProperty and casualtyCasualty reserves and the risk factors involved, as well as a summary reconciliation of the beginning and ending propertyProperty and casualtyCasualty insurance claims and claim expense reserves and reserve development recorded in each of the three years ended December 31, 2014,2017, see “NotesNotes to Consolidated Financial Statements -- Note 4 --5 — Property and Casualty Unpaid Claims and Claim Expenses”, “Management’sExpenses, Management's Discussion and Analysis of Financial Condition and Results of Operations -- Critical Accounting Policies -- Liabilities for Property and Casualty Claims and Claim Expenses”Expenses and “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations -- Results of Operations for the Three Years Ended December 31, 2014 --2017 — Benefits, Claims and Settlement Expenses”.

Expenses.

All of the Company's reserves for propertyProperty and casualtyCasualty unpaid claims and claim expenses are carried at the full value of estimated liabilities and are not discounted for interest expected to be earned on reserves. Due to the nature of the Company's personal lines business, the Company has no exposure to losses related to claims for toxic waste cleanup, other environmental remediation or asbestos-related illnesses other than claims under homeownersproperty insurance policies for environmentally related items such as mold.

10

The claim reserve development table below illustrates the change over time in the net reserves established for property and casualty insurance claims and claim expenses at the end of various calendar years. The first section shows the reserves as originally reported at the end of the stated year. The second section, reading down, shows the cumulative amounts of claims for which settlements have been made in cash as of the end of successive years with respect to that reserve liability. The third section, reading down, shows retroactive reestimates of the original recorded reserve as of the end of each successive year, which is the result of the Company learning additional facts that pertain to the unsettled claims. The fourth section compares the latest reestimated reserve to the reserve originally established, and indicates whether or not the original reserve was adequate or inadequate to cover the estimated costs of unsettled claims. The table also presents the gross reestimated liability as of the end of the latest reestimation period, with separate disclosure of the related reestimated reinsurance recoverable. The claim reserve development table is cumulative and, therefore, ending balances should not be added since the amount at the end of each calendar year includes activity for both the current and prior years.

11

In evaluating the information in the table below, it should be noted that each amount includes the effects of all changes in amounts for prior periods. For example, if a claim was first reserved in 2004 at $100 thousand and then determined in 2013 to be $150 thousand, the $50 thousand deficiency (actual claim minus original estimate) would be included in the cumulative deficiency in each of the years 2004 - 2012 shown below. This table presents development data by calendar year and does not relate the data to the year in which the accident actually occurred. Conditions and trends that have affected the development of these reserves in the past will not necessarily recur in the future. It may not be appropriate to use this cumulative history in the projection of future performance.

Property and Casualty

Claims and Claim Expense Reserve Development

(Dollars in millions)

  December 31, 
  2004  2005  2006  2007  2008  2009  2010  2011  2012  2013  2014 
Gross reserves for property and casualty claims and claim expenses $335.0  $342.7  $317.8  $306.2  $297.8  $301.0  $301.6  $281.1  $274.5  $275.8  $311.1 
Deduct:  Reinsurance recoverables  25.7   31.6   22.4   15.9   14.8   15.8   12.2   11.5   13.7   14.1   43.7 
Net Reserves for property and casualty claims and claim expenses (1)  309.3   311.1   295.4   290.3   283.0   285.2   289.4   269.6   260.8   261.7   267.4 
Paid cumulative as of:                                            
One year later  143.9   138.3   129.8   134.1   139.4   132.8   147.5   126.9   118.9   120.2     
Two years later  202.5   196.5   184.1   184.2   187.3   186.5   196.8   169.2   160.3         
Three years later  236.6   225.0   209.5   208.0   213.0   210.4   217.1   187.8             
Four years later  252.7   239.1   223.5   220.0   225.2   220.5   225.9                 
Five years later  259.7   248.2   231.0   226.5   228.8   225.3                     
Six years later  263.3   253.0   235.5   229.2   230.5                         
Seven years later  266.7   255.9   237.1   230.3                             
Eight years later  268.4   256.9   237.1                                 
Nine years later  268.5   256.5                                     
Ten years later  267.9                                         
Net Reserves reestimated as of (1):                                            
End of year  309.3   311.1   295.4   290.3   283.0   285.2   289.4   269.6   260.8   261.7   267.4 
One year later  296.2   291.8   275.4   272.2   271.3   264.7   279.1   252.4   242.8   244.7     
Two years later  282.7   279.7   262.1   263.0   255.7   258.6   269.9   233.5   224.1         
Three years later  278.2   270.2   255.3   254.0   254.5   255.6   251.6   220.3             
Four years later  272.8   256.3   241.6   239.0   245.3   240.1   244.9                 
Five years later  268.4   257.3   242.9   239.8   239.9   235.8                     
Six years later  268.3   259.6   243.0   237.1   236.3                         
Seven years later  269.8   259.7   241.4   234.3                             
Eight years later  269.4   258.8   239.4                                 
Nine years later  268.4   257.2                                     
Ten years later  268.5                                         
Net Reserve redundancy (deficiency) – initial net reserves in excess of (less than) reestimated reserves:                                            
Amount (2) $40.8  $53.9  $56.0  $56.0  $46.7  $49.4  $44.5  $49.3  $36.7  $17.0     
Percent  13.2%  17.3%  19.0%  19.3%  16.5%  17.3%  15.4%  18.3%  14.1%  6.5%    
                                             
Gross reestimated liability - latest $356.7  $360.8  $310.9  $297.6  $301.4  $300.3  $303.1  $266.6  $270.1  $289.2     
Deduct:                                            
Reestimated reinsurance recoverables - latest  88.2   103.6   71.5   63.3   65.1   64.5   58.2   46.3   46.0   44.5     
Net Reserves reestimated - latest (1) $268.5  $257.2  $239.4  $234.3  $236.3  $235.8  $244.9  $220.3  $224.1  $244.7     
Gross cumulative excess (deficiency) $(21.7) $(18.1) $6.9  $8.6  $(3.6) $0.7  $(1.5) $14.5  $4.4  $(13.4)    

 

(1)Reserves net of anticipated reinsurance recoverables (“Net Reserves”).  Net Reserves is a measure used by the Company’s management to evaluate the overall adequacy of the property and casualty loss reserves and management believes it provides an alternative view of the Company’s anticipated liabilities after reflecting expected recoveries from its reinsurers.  This is considered a non-GAAP financial measure under applicable SEC rules because it is not displayed as a separate item in the Consolidated Balance Sheets.  For balance sheet reporting, GAAP does not permit the Company to offset expected reinsurance recoveries against liabilities, yet management believes it is useful to investors to take these expected recoveries into account.  These adjustments only affect the classification of these items in the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows and there is no impact on the Company’s benefits, claims and settlement expenses incurred as reported in the Consolidated Statements of Operations.
(2)For discussion of the reserve development, see “Notes to Consolidated Financial Statements -- Note 4 -- Property and Casualty Unpaid Claims and Claim Expenses” listed on page F-1 of this report.

12

Property and Casualty Reinsurance

All reinsurance is obtained through contracts which generally are entered into for each calendar year. Although reinsurance does not legally discharge the Company from primary liability for the full amount of its policies, it does allow for recovery from assuming reinsurers to the extent of the reinsurance ceded. Past due reinsurance recoverables as of December 31, 20142017 were not material.



The Company maintains catastrophe excess of loss reinsurance coverage. For 2014,2017, the Company’sCompany's catastrophe excess of loss coverage consisted of one contract in addition to a minimal amount of coverage by the Florida Hurricane Catastrophe Fund (“FHCF”)(FHCF). The catastrophe excess of loss contract provided 95% coverage for catastrophe losses above a retention of $25.0 million per occurrence up to $90.0 million per occurrence and 100% coverage for catastrophe losses above $90.0 million per occurrence up to $175.0 million per occurrence. This contract consisted of three layers, each of which provided for one mandatory reinstatement. The layers were $25.0 million excess of $25.0 million, $40.0 million excess of $50.0 million and $85.0 million excess of $90.0 million. In addition, the Company’s predominant insurance subsidiary for property and casualty business written in Florida reinsured 90% of hurricane losses in that state above an estimated retention of $4.1 million up to $15.1 million, based on the FHCF’s financial resources. The FHCF contract is a one-year contract, effective June 1, 2014.

For 2015, the Company’sCompany's 2018 catastrophe excess of loss coverage consists of one contract in addition to the FHCF, and the contract has the same provisions as described in the previous paragraph for 2014. The FHCF limits described in the previous paragraph continue up to June 1, 2015, at which time a new annual contract may begin.

is unchanged from 2017.

The Company has not joined the California Earthquake Authority (“CEA”)(CEA). The Company's exposure to losses from earthquakes is managed through its underwriting standards, its earthquake policy coverage limits and deductible levels, and the geographic distribution of its business, as well as its reinsurance program. After reviewing the exposure to earthquake losses from the Company’sCompany's own policies and from what it would be with participation in the CEA, including estimated start-up and ongoing costs related to CEA participation, management believes it is in the Company's best economic interest to offer earthquake coverage directly to its homeownersproperty policyholders.

For liability coverages, in 20142017 the Company reinsured each loss above a retention of $0.9$1.0 million up to $2.5$5.0 million on a per occurrence basis and $20.0 million in a clash event. (A clash cover is a reinsurance casualty excess contract requiring two or more casualty coverages or policies issued by the Company to be involved in the same loss occurrence for coverage to apply.) The Company's 2018 liability coverages are unchanged from 2017.
For property coverages, in 20142017 the Company reinsured each loss above a retention of $0.9$1.0 million up to $2.5$5.0 million on a per risk basis, including catastrophe losses. Also, the Company could submit to the reinsurers threetwo per risk losses from the same occurrence for a total of $4.8$8.0 million of property recovery in any one event. Effective January 1, 2015, for liability coverages the retention remains $0.9 million with coverage up to $2.5 million on a per occurrence basis and $20.0 million in a clash event. Retention forThe Company's 2018 property coverages also remains $0.9 million, with no change to the maximum limits, including the ability to submit to the reinsurers three per risk lossesare unchanged from the same occurrence.

13
2017.

The following table identifies the Company's most significant reinsurers under the catastrophe first event excess of loss reinsurance program, their percentage participation in this program and their ratings by A.M. Best Company (“A.M. Best”)(A.M. Best) and Standard & Poor's Corporation (“S&P” or “Standard & Poor's”)Financial Services LLC (S&P) as of January 1, 2015.2018. No other single reinsurer's percentage participation in 20152018 or 20142017 exceeds 5%.

Property Catastrophe First Event Excess of Loss

Reinsurance Participants In Excess of 5% in Either 2015 or 2014

A.M. Best S&P     

Participation

 
Rating Rating Reinsurer Parent 2015 2014 
            
A A+ Lloyd’s of London Syndicates   27% 25%
A+ AA- Swiss Re Underwriters Agency, Inc Swiss Re Ltd 10% 10%
NR AA- R+V Versicherung AG DZ BANK AG 7% 7%
A A+ SCOR Global P&C SE SCOR SE 7% 7%
A++ AA- Tokio Millennium Re AG Tokio Marine Holdings, Inc. 5% 5%

A.M. Best S&P     Participation
Rating Rating Reinsurer Parent 2018 2017
           
A A+ Lloyd's of London Syndicates   31% 33%
NR AA- R+V Versicherung AG DZ BANK AG 8% 8%
A+ AA- Swiss Re Underwriters Agency, Inc Swiss Re Ltd 7% 10%
A+ AA- SCOR Global P&C SE SCOR SE 7% 7%
NR - Not rated.

For both 20152018 and 2014,2017, property catastrophe reinsurers representing 93%100% and 92%, respectively, of the Company’sCompany's total reinsured catastrophe coverage were rated “A-A- (Excellent) or above by A.M. Best with the remaining 7% of coveragepercentages provided by a reinsurer rated “AA-”AA- by S&P but not formally followed by A.M. Best.


11

Annuity




Retirement Segment


Educators in the Company's target market continue to benefit from the provisions of Section 403(b) of the Internal Revenue Code (the “Code”)(Code) which began in 1961. This section of the Code allows public school employees and employees of other tax-exempt organizations, such as not-for-profit private schools, to utilize pretax income to make periodic contributions to a qualified retirement plan. (Also see “Regulation --Regulation — Regulation at Federal Level”.Level.) The Company entered the educators retirement annuity market in 1961 and is one of the largest participants in the K-12 educator portion of the 403(b) tax-qualified annuity market, measured by 403(b) net written premium on a statutory accounting basis. The Company has 403(b) payroll deduction capabilities utilized by approximately one-third30% of the 13,600 public school districts in the U.S. Approximately 47%55.8% of the Company's new annuity contract deposits in 20142017 were for 403(b) tax-qualified annuities; approximately 63%62.1% of accumulated annuity value on deposit is 403(b) tax-qualified. In 2014,2017, annuities represented 41%36.9% of the Company’sCompany's consolidated insurance premiums written and contract deposits.

The Company markets both fixed and variable annuity contracts, primarily on a tax-qualified basis. Fixed only annuities provide a guarantee of principal and a guaranteed minimum rate of return. These contracts are backed by the Company’sCompany's general account investments. The Company bears the investment risk associated with the investments and may change the declared interest rate on these contracts subject to contract guarantees. In 2014, theThe Company began offeringalso offers fixed indexed annuity (“FIA”)(FIA) products with interest crediting strategies linked to the Standard & Poor’sS&P's 500 Index and the Dow Jones Industrial Average.Average (DJIA). These products are fixed annuities with a guaranteed minimum interest rate, as described above, plus a contingent return based on equity market performance. The Company purchases call options on the applicable indices as an investment to provide the income needed to fund the annual index credits on the indexed products.

14

Variable annuities combine a fixed account option with equity- and bond-linked sub-account options. In general, the contractholders bear the investment risk related to the variable annuity sub-accounts and may change their allocation between the guaranteed interest rate fixed account and the wide range of variable investment options at any time. By utilizing tools that provide assistance in determining needs and making asset allocation decisions, contractholders are able to choose the investment mix that matches their personal risk tolerance and retirement goals. The Company’sCompany's sub-account options also include both lifecycle funds and asset allocation funds. These all-purpose funds have assets allocated among multiple investment classes within each fund based on a specific targeted retirement date or risk tolerance.

Variable annuity contracts with a guaranteed minimum death benefit (“GMDB”)(GMDB) provide an additional benefit if the contractholder dies and the contract value is less than a contractually defined amount. The Company has a relatively low exposure to GMDB risk because approximately 31%as 29.4% of contract values have no guarantee; approximately 63%64.7% have only a return of premium guarantee; and only approximately 6%5.9% have a guarantee of premium roll-up at an annual rate of 3%3.5% or 5%5.0%.

As of December 31, 2014,2017, the Company had 92105 variable sub-account options including funds managed by some of the best-known names in the mutual fund industry, such as AllianceBernstein, American Century, American Funds, Ariel, BlackRock, Calvert, Davis, Delaware, Dreyfus, Fidelity, Franklin Templeton, Goldman Sachs, Ibbotson, JPMorgan, Lazard, Lord Abbett, MFS, Neuberger Berman, Putnam, Rainier, Royce, T. Rowe Price, Vanguard, Wells Fargo and Wilshire, offering the Company's customers multiple investment options to address their personal investment objectives and risk tolerance. These funds have been selected with the assistance of Wilshire Associates, the Company’s fundsCompany's fund advisor, which provides oversight and input to fund manager additions and replacements. Total accumulated fixed and variable annuity cash value on deposit at December 31, 20142017 was $5.7$6.8 billion.

Among



In 2017, the Company’sCompany introduced the Personal Retirement Planner (PRP) annuity series, replacing its previous individual annuity lineup. The PRP series includes a flexible premium deferred variable annuity, a flexible premium deferred fixed indexed annuity, a single premium deferred fixed annuity and a single premium immediate annuity. Consistent across all of these products is the elimination of any surrender charges for early withdrawal. This is supported by a revision in the compensation structure for the Company's Exclusive Distributors which pays them a consistent level percentage of account value each year in lieu of paying commissions up front on each deposit. The two fixed deferred annuity products the Goal Planning Annuity offers educatorseach contain a market value adjustment clause to help mitigate disintermediation risk. The variable annuity with the Company’soffers a wide array of sub-account investment choices. It includes an optional first yearvariable sub-accounts that are devoid of any revenue sharing or 12b-1 fees to provide greater fee transparency. The single premium bonus and two optional riders that enhancedeferred fixed annuity allows the death benefit feature of the product. Another product, Expanding Horizon, iscustomer to lock in a fixed interest rate annuity contract for investors who do not want investment risk exposure. This product offers educators a competitive ratesingle lump sum payment for a period of interest on their retirement dollars and a choice of bonuses to optimize their benefits at retirement. As noted above, in February 2014, the Company introduced its Destination Fixed Indexed Annuity product -- a product designed to have5, 7 or 10 years. FIA provides an opportunity for potentially greater credited interest rates over the long term than traditional fixed rate annuities becauseby linking the credited interest rate will be linkedrates to changes in an index, either the S&P 500 or the Dow Jones Industrial Average.

a market index.


In addition to individualvariable annuities, the Company offershas launched the Horace Mann Retirement Advantage® open architecture platform for 403(b)(7) and other defined contribution plans. This platform combines a wide array of mutual funds integrated with a group variable andunallocated fixed annuity products that allowstable value fund. This platform provides the Company with greater flexibility in customizingto offer customized 403(b) annuity programs(7) and other qualified plan solutions to better meet the needs of school districts.

districts and other nonprofit plan sponsors.


To further assist agentsregistered representatives in delivering the Horace Mann Value Proposition, the Company has entered into third-party vendor agreements with American Funds Distributors, Inc. and Fidelity Distributors Corporation, to market their retail mutual funds. In addition to retail mutual funds accounts, the Company’s agents can offer arespective 529 college savings programprograms, and Coverdell Education Savings Accounts utilizing these funds.a brokerage clearing arrangement with Raymond James Financial, Inc. The Company also markets 403(b)(7) tax-deferredtax deferred mutual fund investment programs and a minimal amount of fixed indexed annuitiesFIA products through additional third-party vendor agreements. Third-party vendors underwrite these accounts or contracts and the Company receives commissionsfees on the sales of these products.

15
In addition, the Company's Investment Advisor Representatives offer investment management portfolios managed by unaffiliated registered investment advisors.



Selected Historical Financial Information For Annuityfor the Retirement Segment

The following table sets forthprovides certain information with respect tofor the Company's annuity productsRetirement segment for the periods indicated.

Annuity

Retirement Segment

Selected Historical Financial Information

(Dollars$ in millions, unless otherwise indicated)

  Year Ended December 31, 
  2014  2013  2012 
Financial Data:            
Contract deposits            
Variable $140.6  $131.7  $113.2 
Fixed  340.0   291.3   304.4 
Total  480.6   423.0   417.6 
Contract charges earned  25.6   22.6   21.8 
Net investment income  222.1   208.4   200.8 
Net interest margin (without realized investment gains and losses)  89.6   81.4   79.4 
Income before income taxes  66.7   63.2   59.6 
Net income  45.3   44.7   40.5 
             
Operating Statistics:            
Fixed            
Accumulated value $3,885.1  $3,617.2  $3,364.2 
Accumulated value persistency  94.5%  95.2%  95.4%
Variable            
Accumulated value $1,813.6  $1,748.0  $1,398.3 
Accumulated value persistency  94.0%  94.0%  94.3%
Number of contracts in force  202,572   194,523   188,918 
Average accumulated value (in dollars) $28,132  $27,582  $25,210 
Average annual deposit by contractholders (in dollars) $2,352  $2,253  $2,331 
Annuity contracts terminated due to surrender, death,            
maturity or other            
Number of contracts  7,246   7,050   7,227 
Amount $340.9  $294.4  $254.8 
Fixed accumulated value grouped            
by applicable surrender charge            
0% $2,000.7  $1,708.1  $1,437.7 
Greater than 0% but less than 5%  190.9   211.5   220.1 
5% and greater but less than 10%  1,528.9   1,531.0   1,541.4 
10% and greater  45.7   46.7   46.7 
Supplementary contracts with life contingencies            
not subject to discretionary withdrawal  118.9   119.9   118.3 
Total $3,885.1  $3,617.2  $3,364.2 

16
  Year Ended December 31,
  2017 2016 2015
Financial Data:  
  
  
Contract deposits  
  
  
Variable $173.9
 $163.6
 $174.9
Fixed 279.2
 356.6
 373.1
Total 453.1
 520.2
 548.0
Contract charges earned 28.0
 24.9
 25.4
Net investment income 262.0
 249.4
 228.4
Net interest margin (without net realized investment gains and losses) 108.5
 102.1
 89.7
Income before income taxes 69.0
 71.0
 63.3
Net income $88.4
 $50.7
 $43.4
       
Operating Statistics:  
  
  
Fixed  
  
  
Accumulated value $4,612.0
 $4,503.1
 $4,197.0
Accumulated value persistency 92.6% 94.6% 94.8%
Variable  
  
  
Accumulated value $2,152.0
 $1,923.9
 $1,800.7
Accumulated value persistency 89.5% 94.7% 94.3%
Number of contracts in force 223,287
 219,105
 211,071
Average accumulated value (in dollars) $30,293
 $29,333
 $28,415
Average annual deposit by contractholders (in dollars) $2,420
 $2,412
 $2,381
Annuity contracts terminated due to surrender, death, maturity or other    
  
Number of contracts 8,037
 7,482
 7,089
Amount $564.3
 $373.2
 $343.5
Fixed accumulated value grouped by applicable surrender charge    
  
0% $2,859.8
 $2,650.4
 $2,318.9
Greater than 0% but less than 5% 173.3
 172.9
 171.2
5% and greater but less than 10% 1,436.0
 1,525.7
 1,542.3
10% and greater 21.6
 33.1
 44.9
Supplementary contracts with life contingencies
not subject to discretionary withdrawal
 121.3
 121.0
 119.7
Total $4,612.0
 $4,503.1
 $4,197.0

Life Segment

The Company entered the individual life insurance business in 1949. The Company offers traditional term and whole life insurance products and, from time to time, revises products and product features or develops new products. For instance, the Company offers a discount for educator customers.
Following is a description of some of the products and other features in the Company's life product portfolio. Life by Design is a portfolio of Horace Mann manufactured and branded life insurance products which specifically addresses the financial planning needs of educators. The Life by Design portfolio introduced in 2006, features individual and joint whole life and individual and joint term products, including 10-, 20- and 30-year level term policies. The Life by Design policies have premiums that are guaranteed for the duration of the contract and offer lower minimum face amounts. In 2009, the


The Company introduced a new discount for educator customers to improve the competitiveness of its life product portfolio. During 2010, the Company addedoffers a combination product called Life Select that mixes a base of either traditional whole life, 20-pay life or life paid-up at age 65 with a variety of term riders to allow for more flexibility in tailoring the coverage to the customers’customers' varying life insurance needs. NewAdditional products and features introduced in 2011 wereare single premium whole life and term to age 65 products, as well as a preferred plus underwriting category and a $500 thousand and $1 million rate band enhancementenhancements for term products. And, in February 2013, theThe Company introducedoffers Cash Value Term a term policy that builds cash value while providing the income protection of traditional level term life insurance.
The Company offers an indexed universal life (IUL) product with interest crediting strategies linked to the S&P's 500 Index and the DJIA offering a contingent return based on equity market performance. Along with expanded product offerings, new marketing support tools also have beencontinue to be introduced to aid the agency force. After December 31, 2006, the Company no longer issues new policies for its “Experience Life”Experience Life product, a flexible, adjustable-premium life insurance contract that includes availability of an interest-bearing account.

The Company's traditional term, whole life and group life business in force consists of approximately 144,000145,000 policies, representing approximately $12.1$14.0 billion of life insurance in force, with annual insurance premiums and contract deposits of approximately $54.2$51.3 million as of December 31, 2014.2017. In addition, the Company also had in force approximately 57,00053,000 Experience Life and IUL policies, representing approximately $3.7$3.6 billion of life insurance in force, with annual insurance premiums and contract deposits of approximately $45.3$44.2 million.

In 2014, the life segment2017, Life represented 9%9.1% of the Company’sCompany's consolidated insurance premiums written and contract deposits.

During 2014,2017, the average face amount of ordinary life insurance policies issued by the Company was approximately $165,000$183,000 and the average face amount of all ordinary life insurance policies in force at December 31, 20142017 was approximately $92,000.

$103,000.


The maximum individual life insurance risk retained by the Company is $300,000 on any individual life, while either $100,000 or $125,000 is retained on each group life policy depending on the type of coverage. The excess of the amounts retained are reinsured with life reinsurers that are rated “A -A (Excellent) or above by A.M. Best. The Company also maintains a life catastrophe reinsurance program. In 2014,2017, the Company reinsured 100% of the catastrophe risk in excess of $1$1.0 million up to $35$35.0 million per occurrence, with one reinstatement. For 2015,2018, the Company’sCompany's catastrophe risk coverage is unchanged. The Company’sCompany's life catastrophe risk reinsurance program covers acts of terrorism and includes nuclear, biological and chemical explosions but excludes other acts of war.

The Company has programs to offer variable universal life, fixed indexed universal life and fixed interest rate universal life insurance with two third-party vendors underwriting such insurance. Under these programs, the third-party vendors underwrite and bear the risk of these insurance policies and the Company receives a commission on the sale of that business.

17



Selected Historical Financial Information Forfor the Life Segment

The following table sets forthprovides certain information with respect tofor the Company's life insurance productsLife segment for the periods indicated.

Life Segment

Selected Historical Financial Information

(Dollars$ in millions, unless otherwise indicated)

  Year Ended December 31, 
  2014  2013  2012 
Financial Data:            
Insurance premiums and contract deposits $102.7  $100.8  $99.3 
Insurance premiums and contract charges earned  108.4   106.4   102.4 
Net investment income  71.8   69.9   69.4 
Income before income taxes  26.9   31.3   34.2 
Net income  17.5   20.4   21.9 
             
Operating Statistics:            
Life insurance in force            
Ordinary life $14,871  $14,147  $13,661 
Group life  930   957   971 
Total $15,801  $15,104  $14,632 
Number of policies in force            
Ordinary life  161,759   160,362   160,585 
Group life  39,108   39,799   40,976 
Total  200,867   200,161   201,561 
Average face amount in force (in dollars)            
Ordinary life $91,933  $88,219  $85,070 
Group life  23,780   24,046   23,697 
Total  78,664   75,459   72,593 
Lapse ratio (ordinary life insurance in force)  4.0%  4.4%  4.2%
Ordinary life insurance terminated due to death,            
surrender, lapse or other            
Face amount of insurance surrendered or lapsed $565.2  $606.7  $540.4 
Number of policies  4,093   4,549   4,441 
Amount of death claims opened $50.0  $48.5  $42.9 
Number of death claims opened  1,507   1,622   1,695 

  Year Ended December 31,
  2017 2016 2015
Financial Data:      
Insurance premiums and contract deposits $111.2
 $108.0
 $102.7
Insurance premiums and contract charges earned 118.4
 113.7
 110.5
Net investment income 76.2
 73.6
 71.6
Income before income taxes 25.7
 26.3
 22.9
Net income 77.6
 16.6
 15.0
       
Operating Statistics:      
Life insurance in force      
Ordinary life $16,748
 $16,261
 $15,589
Group life 816
 764
 916
Total $17,564
 $17,025
 $16,505
Number of policies in force  
  
  
Ordinary life 162,025
 163,056
 162,670
Group life 35,864
 34,881
 39,119
Total 197,889
 197,937
 201,789
Average face amount in force (in dollars)  
  
  
Ordinary life $103,369
 $99,726
 $95,832
Group life 22,753
 21,903
 23,416
Total 88,758
 86,012
 81,793
Lapse ratio (ordinary life insurance in force) 4.9% 4.3% 4.1%
Ordinary life insurance terminated due to death,
surrender, lapse or other
  
  
  
Face amount of insurance surrendered or lapsed $864.0
 $674.7
 $643.5
Number of policies 6,373
 4,951
 5,014
Amount of death claims opened $58.4
 $55.9
 $58.6
Number of death claims opened 1,618
 1,512
 1,645

Competition

The Company operates in a highly competitive environment. The insurance industry consists of a large number of insurance companies, some of which have substantially greater financial resources, widespread advertising campaigns, more diversified product lines, greater economies of scale and/or lower-cost marketing approaches compared to the Company. In the Company’sCompany's target market, management believes that the principal competitive factors in the sale of propertyProperty and casualtyCasualty's insurance products are price, overall service, name recognition and worksite sales and service.service, price, and name recognition. Management believes that the principal competitive factors in the sale of the Company’s annuityRetirement's products and lifeLife's insurance are worksite sales and service, product features, perceived stability of the insurer, price, overall service and name recognition.

The Company competes in its target market with a number of national providers of personal automobile, homeownersproperty and life insurance such as State Farm, Allstate, Farmers, Liberty Mutual and Nationwide as well as several regional companies. The Company also competes for automobile business with other companies such as GEICO, Progressive and USAA, many of which feature direct marketing distribution.

18


Among the major national providers of annuities to educators, the Company’sCompany's competitors for annuity business include The Variable Annuity Life Insurance Company, (“VALIC”), a subsidiary of American International Group (“AIG”);Group; AXA; Voya Financial, Inc. (formerly, ING U.S. Financial Services); Life Insurance Company of the Southwest, a subsidiary of National Life Insurance Company; MetLife; Security Benefit; and Teachers Insurance and Annuity Association – College Retirement Equities Fund (“TIAA-CREF”).Fund. Select mutual fund families and financial planners also compete in this marketplace.

The market for tax-deferred annuityretirement products in the Company’sCompany's target market has been impacted by the revised Internal Revenue Service (“IRS”)(IRS) Section 403(b) regulations, which made the 403(b) market more comparable to the 401(k) market than it was in the past. While this change has and may continue to reduce the number of competitors in this market, it has made the 403(b) market more attractive to some of the larger companies experienced in 401(k) plans, including both insurance and mutual fund companies, that had not previously been active competitors in this business.

Investments

The Company's investments are selected to balance the objectives of protecting principal, minimizing exposure to interest rate risk and providing a high current yield. These objectives are implemented through a portfolio that emphasizes investment grade, publicly traded fixed incomematurity securities, which are selected to match the anticipated duration of the Company’sCompany's liabilities. When impairment of the value of an investment is considered other-than-temporary, the decrease in value is recorded and a new cost basis is established. At December 31, 2014,2017, fixed incomematurity securities represented 93.1%92.5% of the Company’sCompany's total investment portfolio, at fair value. Of the fixed income investmentmaturity securities portfolio, 96.3%96.5% was investment grade and 95.4%95.0% was publicly traded. At December 31, 2014,2017, the average quality and average option-adjusted duration of the total fixed incomematurity securities portfolio were AA+ and 5.85.9 years, respectively. At December 31, 2014,2017, investments in non-investment grade fixed incomematurity securities represented 3.3%3.2% of the total investment portfolio, at fair value. There are no significant investments in mortgage whole loans, real estate or non-U.S. dollar-denominated foreign securities.

The Company has separate investment strategies and guidelines for its propertyProperty and casualty, annuityCasualty, Retirement and lifeLife assets, which recognize different characteristics of the associated insurance liabilities, as well as different tax and regulatory environments. The Company manages interest rate exposure for its portfolios through asset/liability management techniques which attempt to coordinate the duration of the assets with the duration of the insurance policy liabilities. Duration of assets and liabilities will generally differ only because of opportunities to significantly increase yields or because policy values are not interest-sensitive, as is the case in the propertyProperty and casualty segment.

Casualty.

The investments of each insurance subsidiary must comply with the insurance laws of such insurance subsidiary's domiciliary state. These laws prescribe the type and amount of investments that may be purchased and held by insurance companies. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, mortgage-backed bonds, other asset-backed bonds, preferred stocks, common stocks, real estate mortgages, real estate, and alternative investments.

19



The following table sets forthpresents the carrying values and amortized cost or cost of the Company's investment portfolio.

Investment Portfolio

December 31, 2014

2017

(Dollars$ in millions)

  Percentage       
  of Total  Carrying Value    
  Carrying     Annuity  Property and  Amortized 
  Value        Total        and Life      Casualty        Cost or Cost 
Publicly Traded Fixed Maturity Securities, Equity Securities and Short-term Investments:                    
U.S. Government and agency obligations, all investment grade (1):                    
Mortgage-backed securities  7.2% $535.7  $521.9  $13.8  $484.6 
Other, including U.S. Treasury securities  7.3   538.2   526.4   11.8   512.6 
Investment grade corporate and public utility bonds  31.9   2,363.1   2,265.7   97.4   2,152.7 
Non-investment grade corporate and public utility bonds (2)  2.7   197.8   128.2   69.6   195.8 
Investment grade municipal bonds  22.1   1,626.6   1,012.7   613.9   1,442.7 
Non-investment grade municipal bonds (2)  0.1   7.6   2.8   4.8   7.6 
Investment grade other mortgage-backed securities (3)  16.1   1,193.3   1,179.2   14.1   1,173.7 
Non-investment grade other mortgage-backed securities (2)(3)  0.5   39.0   38.8   0.2   35.9 
Foreign government bonds, all investment grade  0.8   59.5   58.1   1.4   52.5 
Redeemable preferred stock, all investment grade  0.2   13.8   13.8   -   11.6 
Equity securities:                    
Investment grade non-redeemable preferred stocks  0.3   20.6   15.8   4.8   21.2 
Non-investment grade non-redeemable preferred stocks (2)  -   1.5   -   1.5   1.5 
Common stocks  0.9   68.4   3.8   64.6   57.2 
Closed-end fund  0.3   20.1   20.1   -   20.0 
Short-term investments (4)  1.9   142.1   94.9   47.2   142.1 
Total publicly traded securities  92.3   6,827.3   5,882.2   945.1   6,311.7 
Other Invested Assets:                    
Investment grade private placements  4.2   310.2   310.2   -   297.1 
Non-investment grade private placements (2)  0.1   8.3   8.3   -   8.4 
Mortgage loans (5)  -   *   *   -   * 
Policy loans  1.9   145.4   145.4   -   145.4 
Other  1.5   112.3   76.0   36.3   112.3 
Total other invested assets  7.7   576.2   539.9   36.3   563.2 
Total investments (6)  100.0% $7,403.5  $6,422.1  $981.4  $6,874.9 

  
Percentage
of Total
Carrying
Value
 Carrying Value  
   Total 
Life and
Retirement
 
Property and
Casualty
 
Amortized
Cost or Cost
Publicly Traded Fixed Maturity Securities, Equity Securities
and Short-term Investments:
          
U.S. Government and agency obligations,
all investment grade (1):
          
Mortgage-backed securities 8.3% $696.7
 $686.5
 $10.2
 $669.3
Other, including U.S. Treasury securities 8.8
 735.4
 727.8
 7.6
 714.6
Investment grade corporate and public utility bonds 26.0
 2,171.6
 2,020.2
 151.4
 2,017.6
Non-investment grade corporate and public utility bonds (2) 1.6
 129.6
 71.6
 58.0
 126.4
Investment grade municipal bonds 21.8
 1,819.9
 1,336.0
 483.9
 1,643.1
Non-investment grade municipal bonds (2) 0.3
 24.1
 
 24.1
 23.1
Investment grade other mortgage-backed securities (3) 18.8
 1,569.8
 1,466.4
 103.4
 1,560.6
Non-investment grade other mortgage-backed securities (2)(3) 0.8
 65.5
 55.5
 10.0
 59.3
Foreign government bonds 1.2
 102.7
 101.3
 1.4
 96.7
Redeemable preferred stock, all investment grade 0.3
 20.4
 20.4
 
 17.6
Equity securities: 

        
Non-redeemable preferred stocks, all investment grade 0.7
 61.5
 60.3
 1.2
 58.6
Common stocks 0.6
 53.4
 
 53.4
 37.7
Closed-end fund 0.2
 20.6
 20.6
 
 20.0
Short-term investments (4) 0.7
 62.5
 36.4
 26.1
 62.6
Total publicly traded securities 90.1
 7,533.7
 6,603.0
 930.7
 7,107.2
Other Invested Assets:          
Investment grade private placements 4.2
 349.4
 349.4
 
 335.8
Non-investment grade private placements (2) 0.5
 39.0
 39.0
 
 38.9
Mortgage loans (5) 0.1
 1.3
 1.3
 
 1.3
Policy loans (5) 1.8
 153.6
 153.6
 
 153.6
Other 3.3
 275.3
 202.4
 72.9
 275.3
Total other invested assets 9.9
 818.6
 745.7
 72.9
 804.9
Total investments (6) 100.0% $8,352.3
 $7,348.7
 $1,003.6
 $7,912.1
*
Less than $0.1 million.

(1)Includes $339.3$670.2 million fair value of investments guaranteed by the full faith and credit of the U.S. Government and $734.6$761.9 million fair value of federally sponsored agency securities which are not backed by the full faith and credit of the U.S. Government.
(2)A non-investment grade rating is assigned to a security when it is acquired or when it is downgraded from investment grade, primarily on the basis of the Standard & Poor's Corporation (“Standard & Poor’s” or “S&P”)S&P rating for such security, or if there is no S&P rating, the Moody's Investors Service, Inc. (“Moody's”)(Moody's) or Fitch Ratings, Inc. (Fitch) rating for such security, or if there is no S&P, Moody's or Moody'sFitch rating, the National Association of Insurance Commissioners’Commissioners' (the “NAIC”)NAIC) rating for such security. The rating agencies monitor securities, and their issuers, regularly and make changes to the ratings as necessary. The Company incorporates rating changes on a monthly basis.
(3)Includes commercial mortgage-backed securities, asset-backed securities, other mortgage-backed securities and collateralized debtloan obligations. See also “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations -- Results of Operations for the Three Years Ended December 31, 2014 --2017 — Net Realized Investment Gains and Losses” listed on page F-1 of this report.Losses.
(4)Short-term investments mature within one year of being acquired and are carried at cost, which approximates fair value. Short-term investments represent $142.1included $0.1 million in money market funds rated AAA.and is not rated.
(5)Mortgage and policy loans are carried at amortized cost or unpaid principal balance.
(6)Approximately 7%6.4% of the Company's investment portfolio, having a carrying value of $544.1$536.2 million as of December 31, 2014,2017, consisted of securities with some form of credit support, such as insurance. Of the securities with credit support as of December 31, 2014,2017, municipal bonds represented $302.2$359.2 million carrying value.

20


Fixed Maturity Securities and Equity Securities

At December 31, 2014, approximately 27%2017, 29.9% of the Company's fixed maturity securities portfolio was expected to mature within the next 5 years. Mortgage-backed securities, including mortgage-backed securities of U.S. Governmental agencies, represented approximately 24%13.3% of the total investment portfolio at December 31, 2014.2017. These securities typically have average lives shorter than their stated maturities due to unscheduled prepayments on the underlying mortgages. Mortgages are prepaid for a variety of reasons, including sales of existing homes, interest rate changes over time that encourage homeowners to refinance their mortgages and defaults by homeowners on mortgages that are then paid by guarantors.

For financial reporting purposes, the Company has classified the entire portfolio of fixed maturity portfolioand equity securities as “available"available for sale”sale". Fixed maturitiesmaturity securities to be held for indefinite periods of time and not intended to be held to maturity are classified as available for sale and carried at fair value. The net adjustment for unrealized investment gains and losses on securities available for sale is recorded as a separate component of accumulated other comprehensive income within shareholders' equity, net of applicable deferred tax assetassets or liabilityliabilities and the related impact on deferred policy acquisition costs associated with interest-sensitiveinvestment contracts and life and annuity contracts.insurance products with account values. Fixed maturitiesmaturity securities held for indefinite periods of time include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk and other related factors, other than securities that are in an unrealized loss position for which management has the stated intent to hold until recovery.

Cash Flow

Information regarding HMEC’sHMEC's sources and uses of cash, including payment of principal and interest with respect to HMEC's indebtedness, and payment by HMEC of dividends to its shareholders, is contained in “NotesNotes to Consolidated Financial Statements -- Note 8 --10 — Statutory Information and Restrictions”Restrictions and “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Financial Resources -- Cash Flow”Flow and “-- Capital Resources” listed on page F-1 of this report.

Resources.

The ability of the insurance subsidiaries to pay cash dividends to HMEC is subject to state insurance department regulations which generally permit dividends to be paid for any 12 month period in amounts equal to the greater of (i) net income for the preceding calendar year or (ii) 10% of surplus, determined in conformity with statutory accounting principles, as of the preceding December 31st.31st. Any dividend in excess of these levels requires the prior approval of the Director or Commissioner of the state insurance department of the state in which the dividend paying insurance subsidiary is domiciled. The aggregate amount of dividends that may be paid in 20152018 from all of HMEC's insurance subsidiaries without prior regulatory approval is approximately $90$94.0 million.

Notwithstanding the foregoing, if insurance regulators otherwise determine that payment of a dividend or any other payment to an affiliate would be detrimental to an insurance subsidiary's policyholders or creditors, because of the financial condition of the insurance subsidiary or otherwise, the regulators may block dividends or other payments to affiliates that would otherwise be permitted without prior approval.

21



Regulation

General Regulation at State Level

As an insurance holding company, HMEC is subject to extensive regulation by the states in which its insurance subsidiaries are domiciled or transact business. Some regulations, such as those addressing unclaimed property, generally apply to all corporations. In addition, the laws of the various states establish regulatory agencies with broad administrative powers, which relate to a wide variety of matters, including granting and revoking licenses to transact business, regulating trade practices and rate setting, licensing agents, requiring statutory financial statements, monitoring insurer solvency and reserve adequacy, and prescribing the type and amount of investments permitted. On an ongoing basis, various state legislators and insurance regulators examine the nature and scope of state insurance regulation.

In addition to individual state monitoring and regulation, state regulators develop coordinated regulatory policies through the National Association of Insurance Commissioners (NAIC). States have adopted NAIC has adopted risk-based capital guidelines to evaluate the adequacy of statutory capital and surplus in relation to an insurance company's risks. Based on current guidelines, the risk-based capital statutory requirements are not expected to have a negative regulatory impact on HMEC’sHMEC's insurance subsidiaries. At December 31, 20142017 and 2013,2016, statutory capital and surplus of each of the Company’sCompany's insurance subsidiaries was above required levels. The NAIC isStates have also introducingadopted the NAIC's U.S. Own Risk and Solvency Assessment (“ORSA”)(ORSA) which will requirerequires insurance companies to submit their own assessment of their current and future risks and provide a consolidated group-level perspective on risk and capital formulated through an internal risk self-assessment process; this will be applicable to the Company beginning in 2015.

process.

Assessments Against Insurers and Mandatory Insurance Facilities

Under insurance insolvency or guaranty laws in most states in which the Company operates, insurers doing business therein can be assessed for policyholder losses related to insolvencies of other insurance companies, and many assessments paid by the Company pursuant to these laws may be used as credits for a portion of the Company's premium taxes in certain states. Also, the Company is required to participate in various mandatory insurance facilities in proportion to the amount of the Company's direct writings in the applicable state. For the three years ended December 31, 2014,2017, the impactimpacts of the above industry items were not material to the Company’sCompany's results of operations.

Regulation at Federal Level

Although the federal government generally does not directly regulate the insurance industry, federal initiatives often impact the insurance business. Current and proposed federal measures which may significantly affect insurance and annuityretirement business include employee benefits regulation, standards applied to employer sponsored retirement plans, standards applied to certain financial advisors, controls on the costs of medical care, medical entitlement programs such as Medicare, structure of retirement plans and accounts, changes to the insurance industry anti-trustantitrust exemption, and minimum solvency requirements. See also Item 1A. Risk Factors. Other federal regulation such as the Patient Protection and Affordable Care Act, Fair Credit Reporting Act, Gramm-Leach-Bliley Act and USA PATRIOT Act, including its anti-money laundering regulations, also impact the Company’sCompany's business.

22

The variable annuities underwritten by HMLIC are regulated by the SEC. Horace Mann Investors, Inc., the broker-dealer and Registered Investment Adviser subsidiary of HMEC, also is regulated by the SEC, FINRA, the Municipal Securities Rule-making Board (“MSRB”)(MSRB) and various state securities regulators.



Federal income taxation of the build-up of cash value within a life insurance policy or an annuity contract could have a materially adverse impact on the Company's ability to market and sell such products. Various legislation to this effect has been proposed in the past, but has not been enacted. Although no such legislative proposals are known to exist at this time, such proposals may be made again in the future. Changes in other federal and state laws and regulations could also affect the relative tax and other advantages of the Company's annuity and life products to customers.

products.

Financial Regulation Legislation

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)(Dodd-Frank) created the Federal Insurance Office (“FIO”)(FIO) within the U.S. Department of the Treasury. The FIO studies the current insurance regulatory system and is charged with monitoring and providing specific reports on various aspects of the insurance industry. However, the FIO does not have general supervisory or regulatory authority over the business of insurance. Dodd-Frank creates new opportunities for federal monitoring and limited intervention in the regulation of the insurance industry, and the FIO’s reports and recommendations may create new pressures for broader federal regulatory authority over the insurance industry longer term. In December 2013, theThe FIO released a report recommending ways to modernize and improve the system of insurance regulation in the U.S. While the report did not recommend full federal regulation of insurance, it did suggesthas suggested an expanded federal role in some circumstances. As various aspectsThe executive branch has requested a review of Dodd-Frankfinancial regulation, including Dodd-Frank. Management will continue to be addressed, management will closely monitor these future developments for impact on the Company, insurers of similar size and the insurance industry as a whole.

Employees

At December 31, 2014,2017, the Company had approximately 1,3101,470 non-agent employees and 7326 full-time employee agents.Employee Agents. (This does not include 625 Exclusive Agent independent contractorsexclusive agents that were part of the Company’sCompany's total dedicated agency force at December 31, 2014.2017.) The Company has no collective bargaining agreement with any employees.

23

ITEM 1A.    Risk Factors

The following are certain risk factors that could affect the Company’sCompany's business, financial results and results of operations. In addition, refer to the risk factors disclosed in “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations -- Forward-looking Information”, listed on page F-1Information of this report for certain important factors that may cause our financial condition and results of operations to differ materially from current expectations. The risks that the Company has highlighted in these two sections of this report are not the only ones that the Company faces. In this discussion, the Company is also referred to as “our”, “we” and “us”.


The Company’sCompany's business involves various risks and uncertainties which are based on the lines of business the Company writes as well as more global risks associated with the general business and insurance industry environments.


Risks Related to Economic Conditions, Market Conditions and Investments

Volatile financial markets and adverse economic environments can impact financial market risk as well as our financial condition and results of operations.

Financial markets in the U.S. and elsewhere can experience extreme volatility and disruption for uncertain periods of time. As an example, in 2008 and 2009,During such times, stresses affecting the global banking system ledcan lead to economic volatility which exertedcan exert significant downward pressure on prices of equity securities and many other investment asset classes and resultedresult in substantially increased market volatility, severely constrained credit and capital markets, particularly for financial institutions, and an overall loss of investor confidence. Many states and local governments arecan also be impacted by adverse economic conditions which could have an impact on both the Company’sCompany's niche market and its investment portfolio. Like other financial


institutions which face significant financial market risk in their operations, the Company was adversely affected by these conditions and could be adversely impacted by similar circumstances in the future. The Company’sCompany's ability to access the capital markets to refinance outstanding indebtedness or raise capital could be impaired during significant financial market disruptions.

As discussed further in subsequent risk factors, in addition to the effects of financial markets volatility, a prolonged economic recession may have other adverse impacts on our financial condition and results of operations.

24

If our investment strategy is not successful, we could suffer unexpected losses.

The success of our investment strategy is crucial to the success of our business. Specifically, our fixed incomematurity securities portfolio is subject to a number of risks including:


·
interest rate risk, which is the risk that interest rates will decline and funds reinvested will earn less than expected;
·
market value risk, which is the risk that our invested assets will decrease in value due to a change in the yields realized on our assets and prevailing market yields for similar assets, an unfavorable change in the liquidity of the investment or an unfavorable change in the financial prospects or a downgrade in the credit rating of the issuer of the investment;
·
credit risk, which is the risk that the value of certain investments becomes impaired due to deterioration in the financial condition of one or more issuers of those instruments or the deterioration in performance or credit quality of the underlying collateral of certain structured securities and, ultimately, the risk of permanent loss in the event of default by an issuer or underlying credit;
·
market fundamentals risk, which is the risk that there are changes in the market that can have an unfavorable impact on securities valuation such as availability of credit in the capital markets, re-pricing of credit risk, reduced market liquidity due to broker-dealers’broker-dealers' unwillingness to hold inventory, and increased market volatility;
·
concentration risk, which is the risk that the portfolio may be too heavily concentrated in the securities of one or more issuers, sectors or industries, which could result in a significant decrease in the value of the portfolio in the event of deterioration in the financial condition of those issuers or the market value of their securities;
·
liquidity risk, which is the risk that liabilities are surrendered or mature sooner than anticipated requiring us to sell assets at an undesirable time to provide for policyholder surrenders, withdrawals or claims; and
·
regulatory risk, which is the risk that regulatory bodies or governments, in the U.S. or in other countries, may make substantial investments or take significant ownership positions in, or ultimately nationalize, financial institutions or other issuers of securities held in the Company’sCompany's investment portfolio, which could adversely impact the seniority or contractual terms of the securities. Regulatory risk could also come from changes in tax laws or bankruptcy laws that would adversely impact the valuation and/or after tax yields of certain invested assets.


In addition to significant steps taken to attempt to mitigate these risks through our investment guidelines, policies and procedures, we also attempt to mitigate these risks through product pricing, product features and the establishment of policy reserves, but we cannot provide assurance that assets will be properly matched to meet anticipated liabilities or that our investments will provide sufficient returns to enable us to satisfy our guaranteed fixed benefit obligations.



The Company’sCompany's investment strategy and guidelines have resulted in an investment portfolio which is comprised primarily of investment grade, fixed incomematurity securities. Inclusion of alternative investments, even thosealthough consistent with the Company’sCompany's overall conservative investment guidelines, could result in some volatility in our financial condition and results of operations.

25

From time to time, the Company could enter into foreign currency, interest rate, credit derivative and other hedging transactions in an effort to manage risks, including risks that may be attributable to any new products offered by the Company. For instance, in 2014 the Company began utilizingutilizes call options to manage interest crediting risk related to its newly introduced fixed indexed annuity product. (See “Notes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies -- Policy Liabilities for Fixed Indexed Annuities” listed on page F-1 of this report.)FIA and IUL products. We cannot provide assurance that we will successfully structure derivatives and hedges so as to effectively manage risks. If our calculations are incorrect, or if we do not properly structure our derivatives or hedges, we may have unexpected losses and our assetsthat may not be adequaterequire us to meet our needed reserves,draw on surplus, which could adversely affect our financial condition and results of operations.

Although the Company’sCompany's defined benefit pension plan wasis frozen, in 2002, declining financial markets could also cause, and in the past have caused, the value of the investments in this pension plan to decrease, resulting in additional pension expense, a reduction in other comprehensive income and an increase in required contributions to the defined benefit pension plan, which could have an adverse effect on our financial condition and results of operations.

The determination of the fair value of our fixed incomematurity and equity securities includes methodologies, estimations and assumptions that are subject to differing interpretations and could result in changes to investment valuations that may materially impact our financial condition and results of operations.

The determination of fair values is made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts. During periods of market disruption, including periods of rapidly widening credit spreads or illiquidity, it may be difficult to value certain of our securities if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the financial environment. In such cases, fair value determination may require more subjectivity and management judgment and those fair values may differ materially from the value at which the investments ultimately could be sold. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities and the period-to-period changes in value could vary significantly. The difference between fair value and amortized cost or cost, net of applicable deferred income tax asset or liability and the related impact on deferred policy acquisition costs associated with investment (annuity) contracts and life insurance products with account values, and interest-sensitive life contracts, is reflected as a component of accumulated other comprehensive income within shareholders' equity. Decreases in the fair value of our investments could have a material adverse effect on our financial condition and results of operations.

26



Equity method adjustments on certain limited partnership investments may reduce our profitability and/or cause volatility in our reported results of operations.
We invest a portion of our invested assets in limited partnership funds, which are accounted for using the equity method. This means that our proportionate share of the changes in fair value of the underlying net asset values are reported in net investment income in the Consolidated Statement of Operations. As a result, the amount of net investment income that we record from these investments can vary substantially from period to period. Recent equity and credit market volatility may reduce net investment income from these types of investments and negatively impact our results of operations.

An impairment of all or part of our goodwill could adversely affect our results of operations.
At December 31, 2017, we had $47.4 million of goodwill recorded on our Consolidated Balance Sheet. Goodwill was recorded when the Company was acquired in 1989 and when HMPCIC was acquired in 1994, in both instances reflecting the excess of cost over the fair market value of net assets acquired. In 2017, the goodwill balance was evaluated for impairment, as described in Notes to Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies, with no impairment charge resulting from such assessment. The evaluation of goodwill considers a number of factors including the impacts of a volatile financial market on earnings, discount rate assumptions, liquidity and the Company's market capitalization. If an evaluation of the Company's fair value or of the Company's operating segments' fair value indicated that all or a portion of the goodwill balance was impaired, the Company would be required to write-off the impaired portion. Such a write-off could have a material adverse effect on our results of operations in the period of the write-off; however, management does not anticipate a material effect on the Company's financial condition.

Risks Related to Life and Retirement Segments

A sustained period of low interest rates or interest rate fluctuations could negatively affect the income we derive from the difference between the interest rates we earn on our investments and the interest we pay under our fixed annuity contracts and interest-sensitive life contracts.

insurance products with account values.

Significant changes in interest rates expose us to the risk of not earning income or experiencing losses based on the differences between the interest rates earned on our investments and the credited interest rates paid on our outstanding fixed annuity contracts and interest-sensitive life contracts.insurance products with account values. Significant changes in interest rates may affect:

·the ability to maintain appropriate interest rate spreads over the fixed rates guaranteed in our annuity and life products;
·the book yield of our investment portfolio; and
·the unrealized gains and losses in our investment portfolio and the related after tax effect on our shareholders’ equity and total capital.


the ability to maintain appropriate interest rate spreads over the fixed rates guaranteed in our annuity and life products;
the book yield of our investment portfolio; and
the unrealized gains and losses in our investment portfolio and the related after tax effect on our shareholders' equity and total capital.

Both rising and declining interest rates can negatively affect the income we derive from our annuity and life products’products' interest rate spreads. During periods of falling interest rates or a sustained period of low interest rates, our investment earnings will be lower because new investments in fixed maturity securities likely will bear lower interest rates. We may not be able to fully offset the decline in investment earnings with lower crediting rates on our annuity contracts, particularly in a multi-year period of low interest rates. As of the time of this Annual Report on Form 10-K, new money rates remain at historically low levels. A press release issued by the Federal Open Market Committee on January 28, 2015 indicated that the Federal Reserve Board maintained its pledge to be patient on raisingIf interest rates and acknowledged global risks, saying that it will take into account readings on international developments as it decides how long to keep rates low. If interest ratesdo remain low over an extended period of time, it could pressure our net investment income


by having to invest insurance cash flows and reinvest the cash flows from the investment portfolio in lower yielding securities.

During periods of rising interest rates, there may be competitive pressure to increase the crediting rates on our annuity contracts. We may not, however, immediately have the ability to acquire investments with interest rates sufficient to offset an increase in crediting rates under our annuity contracts. Although we develop and maintain asset/liability management programs and procedures designed to reduce the volatility of our income when interest rates are rising or falling, changes in interest rates can affect our interest rate spreads.


Changes in interest rates may also affect our business in other ways. For example, a rapidly changing interest rate environment may result in less competitive crediting rates on certain of our fixed-ratefixed rate products which could make those products less attractive, leading to lower sales and/or increases in the level of life insurance and annuity product surrenders and withdrawals. New business volume also could be negatively impacted by product or agent compensation changes which we might make to mitigate the income effect of spread compression. Interest rate fluctuations that impact future profits may also impact the amortization of deferred policy acquisition costs.

27

As another example of potential interest rate impacts, our annuity

Our Life and lifeRetirement operations participate in the cash flow testing procedures imposed by statutory insurance regulations, the purpose of which is to ensure that such liabilities are adequate to meet the Company’sCompany's obligations under a variety of interest rate scenarios. Variable annuity reserves are also calculated under a variety of interest rate and market rate scenarios. A continuation of the current low interest rate environment over a prolonged period of time could cause the Company to increase statutory reserves as a result of cash flow testing or minimum requirements for variable annuities, which would reduce statutory surplus of the lifeLife insurance subsidiaries and potentially limit the subsidiaries’subsidiaries' ability to distribute cash to the holding company or write insurance business (as further described in a subsequent risk factor).

Regulatory initiatives, including the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), could adversely impact liquidity and volatility of financial markets in which we participate.

In response to the credit and financial crisis, U.S. and overseas governmental and regulatory authorities are considering or implementing enhanced or new regulatory requirements intended to prevent future crises or stabilize the institutions under their supervision. Such measures are leading to stricter regulation of financial institutions. Changes from Dodd-Frank and other U.S. and overseas governmental initiatives have created uncertainty and could continue to adversely impact liquidity and increase volatility of the financial markets in which we participate and, in turn, negatively affect our financial condition or results of operations.


Our annuityRetirement business may be, and in the past has been, adversely affected by volatile or declining financial market conditions.

Conditions in the U.S. and international financial markets affect the sale and profitability of our annuity products. In general, sales of variable annuities decrease when financial markets are declining or experiencing a higher than normal level of volatility over an extended period of time. Therefore, weak and/or volatile financial market performance may adversely affect sales of our variable annuity products to potential customers, may cause current customers to withdraw or reduce the amounts invested in our variable annuity products and may reduce the market value of existing customers’customers' investments in our variable annuity products, in turn reducing the amount of variable annuity fee revenues generated. In addition, some of our variable annuity contracts offer guaranteed minimum death benefit features, which provide for a benefit if the contractholder dies and the contract value is less than a specified amount. A decline in the financial markets could cause the contract value to fall below this specified amount, increasing our exposure to losses from variable annuity products featuring guaranteed minimum death benefits. Declining or volatile financial markets that impact future profits may also impact the amortization of deferred policy acquisition costs.

28



We may experience volatility in our results of operations and financial condition due to the fair value accounting for derivative instruments.

All derivative instruments, including derivative instruments embedded in fixed indexed annuity contracts,FIA and IUL products, are recognized inon the balance sheet at their fair values. Changes in the fair value of these instruments are recognized immediately in our results of operations as follows:

·Call options purchased to fund the annual index credits on our fixed indexed annuity products are presented at fair value.  The fair value of the call options is based on the amount of cash expected to be received to settle the call options obtained from the counterparties adjusted for the nonperformance risk of the counterparty.  The change in fair value of derivatives includes the gains or losses recognized at expiration of the option term or upon early termination as well as changes in fair value for open positions.
·The contractual obligations for future annual index credits are treated as a "series of embedded derivatives" over the expected lives of the applicable contracts.  Increases or decreases in the fair value of embedded derivatives generally correspond to increases or decreases in equity market performance and changes in the interest rates used to discount the excess of the projected policy contract values over the projected minimum guaranteed contract values.


Call options purchased to fund the annual index credits on our FIA and IUL products are carried at fair value. The fair value of the call options is based on the amount of cash expected to be received to settle the call options obtained from the counterparties adjusted for the nonperformance risk of the counterparty. The change in fair value of derivatives includes the gains or losses recognized at expiration of the option term or upon early termination as well as changes in fair value for open positions.
The FIA contractual obligations for future annual index credits are treated as a "series of embedded derivatives" over the expected lives of the applicable contracts. Increases or decreases in the fair value of embedded derivatives generally correspond to increases or decreases in equity market performance and changes in the interest rates used to discount the excess of the projected policy contract values over the projected minimum guaranteed contract values.
The IUL contractual obligations for future index credits are set equal to the fair value of outstanding 12 month derivatives held in support of the applicable contracts.

In future periods, the application of fair value accounting for derivatives and embedded derivatives to our fixed indexed annuityFIA and IUL business may cause volatility in our results of operations.

Losses due to defaults by others


Deviations from assumptions regarding future market appreciation, interest spreads, business persistency, mortality and morbidity used in calculating life and annuity reserves and deferred policy acquisition expense amounts could reduce our profitability or negatively affect the value of our investments.

Third party debtors may not pay or perform their obligations. These parties may include the issuers whose securities we hold, customers, reinsurers, borrowers under mortgage loans, trading counterparties, counterparties under swaps and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may defaulthave a material adverse impact on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons.

During or following an economic downturn, our municipal bond portfolio could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue. States are currently barred from seeking protection in federal bankruptcy court. However, federal legislation could possibly be enacted to allow states to declare bankruptcy in connection with deficit reductions or mounting unfunded pension liabilities, which could adversely impact the value of our investment portfolio.

The default of a major market participant could disrupt the securities markets or clearance and settlement systems in the U.S. or abroad. A failure of a major market participant could cause some clearance and settlement systems to assess members of that system, including our broker-dealer subsidiary, or could lead to a chain of defaults that could adversely affect us. A default of a major market participant could disrupt various markets, which could in turn cause market declines or volatility and negatively impact our financial condition and results of operations.

29

The processes of calculating reserves and deferred policy acquisition expenses for our life and annuity businesses involve the use of a number of assumptions, including those related to market appreciation (the rate of growth in market value of the underlying variable annuity subaccounts due to price appreciation), interest spreads (the interest rates expected to be received on investments less the rate of interest credited to contractholders), business persistency (how long a contract stays with the Company), mortality (the relative incidence of death over a given period of time) and morbidity (the relative incidence of disability resulting from disease or physical impairment). We periodically review the adequacy of these reserves and deferred policy acquisition expenses on an aggregate basis and, if future experience is estimated to differ significantly from previous assumptions, adjustments to reserves and deferred policy acquisition expenses may be required which could have a material adverse effect on our financial condition and results of operations.



A reduction or elimination of the tax advantages of annuity and life products and/or a change in the tax benefits of various government-authorized retirement programs, such as 403(b) annuities and individual retirement accounts (IRAs), could make our products less attractive to clients and adversely affect our results of operations.
A significant part of our Retirement business involves fixed and variable 403(b) tax-qualified annuities, which are annuities purchased voluntarily by individuals employed by public school systems or other tax-exempt organizations. Our financial condition and results of operations could be adversely affected by changes in federal and state laws and regulations that affect the relative tax and other advantages of our life and annuity products to clients or the tax benefits of programs utilized by our customers. As a result of persisting economic conditions, revenue challenges exist at federal, state and local government levels. These challenges could increase the risk of future adverse impacts on current tax-advantaged products or result in notable reforms to educator pension programs. See also Item 1. Business — Regulation — Regulation at Federal Level.
Current federal income tax laws generally permit the tax-deferred accumulation of earnings on the premiums paid by the holders of retirement and life insurance products. Taxes, if any, are generally payable on income attributable to a distribution under the contract for the year in which the distribution is made. From time to time, Congress has considered legislation that would reduce or eliminate the benefit of such deferral of taxation on the accretion of value within life insurance and non-qualified annuity contracts. Enactment of this legislation, or other tax reform efforts, including a simplified "flat tax" income structure with an exemption from taxation for investment income, could result in fewer sales of our life insurance and annuity products.

Risks Related to Property and Casualty

Catastrophic events, as well as significant weather events not designated as catastrophes, can have a material adverse effect on our financial condition and results of operations.

Underwriting results of property and casualty insurers are subject to weather and other conditions prevailing in an accident year. While one year may be relatively free of major weather or other disasters -- not all of which are designated by the insurance industry as a catastrophe, another year may have numerous such events causing results for such a year to be materially worse than for otherprevious years.

Our propertyProperty and casualtyCasualty insurance subsidiaries have experienced, and we anticipate that in the future they will continue to experience, catastrophe losses. A catastrophic event, a series of multiple catastrophic events or a series of non-catastrophe severe weather events could have a material adverse effect on the financial condition and results of operations of our insurance subsidiaries.



Various events can cause catastrophes, including hurricanes, windstorms, hail, severe winter weather, wildfires, earthquakes, explosions and terrorism. The frequency and severity of these catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposures in the area affected by the event and the severity of the event. Although catastrophes can cause losses in a variety of property and casualty lines, most of the catastrophe-related claims of our insurance subsidiaries are related to homeowners’property coverages. Our ability to provide accurate estimates of ultimate catastrophe costs is based on several factors, including:

·the proximity of the catastrophe occurrence date to the date of our estimate;
·potential inflation of property repair costs in the affected area;
·the occurrence of multiple catastrophes in a geographic area over a relatively short period of time; and
·the outcome of litigation which may be filed against the Company by policyholders, state attorneys general and other parties relative to loss coverage disputes and loss settlement payments.


the proximity of the catastrophe occurrence date to the date of our estimate;
potential inflation of property repair costs in the affected area;
the occurrence of multiple catastrophes in a geographic area over a relatively short period of time; and
the outcome of litigation which may be filed against the Company by policyholders, state attorneys general and other parties relative to loss coverage disputes and loss settlement payments.

Based on 20142017 direct premiums earned, 58%57.7% of the total annual premiums for our propertyProperty and casualtyCasualty business were for policies issued in the ten largest states in which our insurance subsidiaries write property and casualty coverage. Included in this top ten group are certain states which are considered to be more prone to catastrophe occurrences: California, North Carolina, Texas, Florida, South Carolina, Florida and Louisiana.

As an ongoing practice, we manage our exposure to catastrophes, as well as our exposure to non-catastrophe weather and other property loss risks. Reductions in propertyProperty and casualtyCasualty business written in catastrophe-prone areas may have a negative impact on near-term business growth and results of operations.

In addition to the potential impact on our property and casualty subsidiaries, our life subsidiary could experience claims of a catastrophic magnitude from events such as pandemics; terrorism; nuclear, biological or chemical explosions; or other acts of war.

Our insurance subsidiaries seek to reduce their exposure to catastrophe losses through their underwriting strategies and the purchase of catastrophe reinsurance. Nevertheless, reinsurance may prove inadequate under certain circumstances.

30

Uncollectible reinsurance, as well as reinsurance availability

Our Property and pricing, can have a material adverse effect upon our business volume and profitability.

Reinsurance is a contract by which one insurer, called a reinsurer, agrees to cover a portion of the losses incurred by a second insurer in the event a claim is made under a policy issued by the second insurer. Our insurance subsidiaries obtain reinsurance to help manage their exposure to property, casualty and life insurance risks. Although a reinsurer is liable to our insurance subsidiaries according to the terms of its reinsurance policy, the insurance subsidiaries remain primarily liable as the direct insurers on all risks reinsured. As a result, reinsurance does not eliminate the obligation of our insurance subsidiaries to pay all claims, and each insurance subsidiary is subject to the risk that one or more of its reinsurers will be unable or unwilling to honor its obligations.

Although we limit participation in our reinsurance programs to reinsurers with high financial strength ratings and also limit the amount of coverage from each reinsurer, our insurance subsidiaries cannot guarantee that their reinsurers will pay in a timely fashion, if at all. Reinsurers may become financially unsound by the time that they are called upon to pay amounts due, which may not occur for many years. In the case of the Florida Hurricane Catastrophe Fund (“FHCF”), financial deficits and difficulties in accessing the capital markets may require the FHCF to make additional assessments against participating insurers. Additional coverage made available by the FHCF to the insurance industry in future contract periods could increase the likelihood of assessments in periods following significant hurricane losses.

Additionally, the availability and cost of reinsurance are subject to prevailing market conditions beyond our control. For example, significant losses from hurricanes or terrorist attacks, an increase in capital requirements, or a future lapse of the provisions of the Terrorism Risk Insurance Act could have a significant adverse impact on the reinsurance market.

If one of our insurance subsidiaries is unable to obtain adequate reinsurance at reasonable rates, that insurance subsidiary would have to increase its risk exposure and/or reduce the level of its underwriting commitments, which could have a material adverse effect upon the business volume and profitability of the subsidiary. Alternately, the insurance subsidiary could elect to pay the higher than reasonable rates for reinsurance coverage, which could have a material adverse effect upon its profitability until policy premium rates could be raised, in some cases subject to approval by state regulators, to incorporate this additional cost.

Our property and casualtyCasualty loss reserves may not be adequate.

Our propertyProperty and casualtyCasualty insurance subsidiaries maintain loss reserves to provide for their estimated ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims incurred as of the end of each accounting period. If these loss reserves prove inadequate, we will record a loss measured by the amount of the shortfall and, as a result, the financial condition and results of operations of our insurance subsidiaries will be adversely affected, potentially affecting their ability to distribute cash to the holding company.

31
Company.

Reserves do not represent an exact calculation of liability. Reserves represent estimates, generally involving actuarial projections at a given time, of what our insurance subsidiaries expect the ultimate settlement and adjustment of claims will cost, net of salvage and subrogation. Estimates are based on assessments of known facts and circumstances, assumptions related to the ultimate cost to settle such claims, estimates of future trends in claims severity and frequency, changing judicial theories of liability, and other factors. These variables are affected by both internal and external events, including changes in claims handling procedures, economic inflation, unpredictability of court decisions, plaintiffs’plaintiffs' expanded theories of liability, risks inherent in major litigation and legislative changes. Many of these items are not directly quantifiable, particularly on a prospective basis. Significant reporting lags may exist between the occurrence of an insured event and the time it is actually reported. Our insurance subsidiaries adjust their reserve estimates regularly as experience develops and further claims are reported and settled.



Due to the inherent uncertainty in estimating reserves for losses and loss adjustment expenses, we cannot be certain that the ultimate liability will not exceed amounts reserved, with a resulting adverse effect on our financial condition and results of operations.


Changing climate conditions may adversely affect our financial condition, results of operations or cash flows.

Many scientists indicate that the world’sworld's overall climate is getting warmer. Climate change, to the extent it produces rising temperatures and changes in weather patterns, could impact the frequency and/or severity of weather events and wildfires, the affordability and availability of our catastrophe reinsurance coverage, and our results of operations. If an increase in weather events and/or wildfires were to occur, in addition to the attendant increase in claim costs, which could adversely impact our results of operations and financial condition, concentrations of insurance risk could impact our ability to make homeownersproperty insurance available to our customers. This could adversely impact our volume of business and our results of operations or cash flows.

Deviations from assumptions regarding future market appreciation, interest spreads, business persistency, mortality


Strategic Risks and morbidity used in calculating lifeOperational Risks

The personal lines insurance and annuity reservesmarkets are highly competitive and deferred policy acquisition expense amounts could have a material adverse impact on our financial condition and results of operations.

The processes of calculating reserveoperations may be adversely affected by competitive forces.

We operate in a highly competitive environment and deferred policy acquisition expense amounts forcompete with numerous insurance companies, as well as mutual fund families, independent agent companies and financial planners. In some instances and geographic locations, competitors have specifically targeted the educator marketplace with specialized products and programs. We compete in our life and annuity businesses involve the use oftarget market with a number of assumptions, including those relatednational providers of personal automobile and property insurance and life insurance and annuities.
The insurance industry consists of a large number of insurance companies, some of which have substantially greater financial resources, more diversified product lines, more sophisticated product pricing, greater economies of scale and/or lower-cost marketing approaches compared to us. In our target market, appreciation (the ratewe believe that the principal competitive factors in the sale of growthproperty and casualty insurance products are overall service, worksite sales and service, price and name recognition. We believe that for our market the principal competitive factors in market valuethe sale of annuity products and life insurance are worksite sales and service, product features, perceived stability of the underlying variable annuity subaccounts dueinsurer, price, overall service and name recognition. And, we believe that the Company's focus on the educator market niche, as well as the knowledge obtained regarding this niche throughout the Company's history, contribute to our ability to effectively and profitably serve this market.
Particularly in the Property and Casualty business, our insurance subsidiaries have experienced pricing and profitability cycles. During these periods of intense competition, they may be unable to increase policyholders and revenues without adversely impacting profit margins. With respect to these cycles, the factors having the greatest impact include significant and/or rapid changes in loss costs, including changes in loss frequency and/or severity; prior approval and restrictions in certain states for price appreciation), interest spreads (the interest rates expectedincreases; intense price competition; less restrictive underwriting standards; aggressive marketing; and increased advertising, which have resulted in higher industry-wide combined loss and expense ratios. During the current cycle, and potentially beyond, competition from direct writers and large, mass market carriers has been particularly aggressive, evidenced in part by their significant national advertising expenditures. In addition, advancements in vehicle technology and safety features, such as accident prevention technologies or the development of autonomous or partially autonomous vehicles — once widely available and utilized, as well as expanded availability of usage-based insurance could materially alter the way that automobile


insurance is marketed, priced and underwritten. The inability of our insurance subsidiaries to be received on investments lesseffectively anticipate the rate of interest credited to contractholders), business persistency (how long a contract stays with the company), mortality (the relative incidence of death over a given period of time) and morbidity (the relative incidence of disability resulting from disease or physical impairment). We periodically review the adequacyimpact of these reservesissues on our business and deferred policy acquisition expenses on an aggregate basiscompete successfully in the property and if future experience is estimated to differ significantly from previous assumptions, adjustments to reserves and deferred policy acquisition expenses may be required whichcasualty business could have a material adverse effect on ouradversely affect the subsidiaries' financial condition and results of operations.

32
operations and the resulting ability to distribute cash to the Company.

An impairment

In our Retirement business, the current IRS Section 403(b) regulations make the 403(b) market similar to the 401(k) market. These regulations have reduced and could continue to reduce the number of allcompetitors in this market as the 403(b) market has become more attractive to some of the larger companies experienced in 401(k) plans, including both insurance and mutual fund companies, that had not previously been active competitors in this business. While not yet widespread, there has been continued pressure in some states to adopt state-sponsored or partmandated 403(b) plans with single- or limited-provider options; this pressure has come from competitor lobbying efforts and state legislature-initiated pension reform initiatives. The inability of our goodwillinsurance subsidiaries to compete successfully in these markets could adversely affect our results of operations.

At December 31, 2014, we had $47.4 million of goodwill recorded on our consolidated balance sheet. Goodwill was recorded when the Company was acquired in 1989 and when Horace Mann Property & Casualty Insurance Company was acquired in 1994, in both instances reflecting the excess of cost over the fair market value of net assets acquired. In 2014, the goodwill balance was evaluated for impairment, as described in “Notes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies”, with no impairment charge resulting from such assessment. The evaluation of goodwill considers a number of factors including the impacts of a volatile financial market on earnings, discount rate assumptions, liquidity and the Company’s market capitalization. If an evaluation of the Company’s fair value or of the Company’s segments’ fair value indicated that all or a portion of the goodwill balance was impaired, the Company would be required to write off the impaired portion. Such a write-off could have a material adverse effect on our results of operations in the period of the write-off; however, management does not anticipate a material effect on the Company’s financial condition.

Any downgrade in or adverse change in outlook for our claims-paying ratings, financial strength ratings or credit ratings could adversely affect oursubsidiaries' financial condition and results of operations.

Claims-paying ratings and financial strength ratings have become an increasingly important factor in establishing the competitive position of insurance companies. In the evolving 403(b) annuity market, school districts and benefit consultants have placed an emphasis on the relative financial strength ratings of competing companies. Each rating agency reviews its ratings periodically and from time to time may modify its rating criteria including, among other factors, its expectations regarding capital adequacy, profitability and revenue growth. A downgrade in the ratings or adverse change in the ratings outlook of any of our insurance subsidiaries by a major rating agency could result in a substantial loss of business for that subsidiary if school districts, policyholders or independent agents move their business to other companies having higher claims-paying ratings and financial strength ratings than we do. This loss of business could have a material adverse effect on the results of operations and financial condition of that subsidiary.

A downgrade in our holding company debt rating also could adversely impact our cost and flexibility of borrowing which could have an adverse impact on our liquidity, financial condition and results of operations.

33

Reduction of the statutory surplus of our insurance subsidiaries could adversely affect theirresulting ability to write insurance business.

Insurance companies write business based, in part, upon guidelines including capital ratios considered bydistribute cash to the NAIC and various rating agencies. Some of these ratios include risk-based capital ratios for both property and casualty insurance companies and life insurance companies, as well as a ratio of premiums to surplus for property and casualty insurance companies. Risk-based capital ratios measure an insurer’s capital adequacy and consider various risks such as underwriting, investment, credit, asset concentration and interest rate. If our insurance subsidiaries cannot maintain profitability in the future or if significant investment valuation losses are incurred, they may be required to draw on their surplus, thereby reducing capital adequacy, in order to pay dividends to us to enable us to meet our financial obligations. As their surplus is reduced by the payment of dividends, continuing losses or both, our insurance subsidiaries’ ability to write business and maintain acceptable financial strength ratings could also be reduced. This could have a material adverse effect upon the business volume and profitability of our insurance subsidiaries.

Company.


If we are not able to effectively develop and expand our marketing operations, including agents and other points of distribution, our financial condition and results of operations could be adversely affected.

The Company’sCompany's agencies are owned primarily by non-employee, independent contractor, Exclusive AgentsEAs and nearly all of these agencies operate under the Agency Business model --ABM — agents in outside offices with licensed producers -- which is designed to remove capacity constraints while increasing productivity. The economic viability of each agency is directly dependent ofon the productivity of the agency and the success at penetrating, serving and cross-selling the Company’sCompany's educator market.

Our success in marketing and selling our products is largely dependent upon the efforts of our agent sales force and the success of their agency operations. As we expand our business, we may need to expand the number of agencies marketing our products. If we are unable to appoint additional agents, fail to retain high-producing agents, are unable to maintain the productivity of those agency operations or are unable to maintain market penetration in existing territories, sales of our products likely would decline and our financial condition and results of operations could be adversely affected.

If we are not able to maintain and secure (1) access to educators and (2) endorsements and other relationships with the educational community, our financial condition and results of operations could be adversely affected.

Our ability to successfully increase new business in the educator market is largely dependent on our ability to effectively access educators either in their school buildings or through other approaches. While this is especially true for the sale of 403(b) tax-qualified annuity products via payroll deduction, any significant decrease in access, either through fewer payroll slots, increased security measures, impacts of state or federal level pension reform initiatives, requirements of national and state Do Not Call registries, or for other reasons could adversely affect the sale of all lines of our business and require us to change our traditional approach to worksite marketing and promotion, as well as contact with potential customers. With the current IRS regulations regarding Section 403(b) arrangements, including annuities, our ability to maintain and increase our share of the 403(b) market, and the access it gives us for other product lines, will depend on our ability to successfully compete in this market. Some

34

school districts and benefit consultants have placed an emphasis on the relative financial strength ratings of competing companies, as well as low cost product and distribution approaches, which may put us at a competitive disadvantage relative to other more highly-rated insurance companies.

At the time of this Annual Report on Form 10-K, the U.S. Department of Labor is considering changes to the standards applied to employer sponsored plans (which may include 403(b) plans), individual retirement account (“IRA”) rollovers and financial advisors. If implemented, the revised standards could drive changes in employer and customer expectations, the sales process and the products offered. See also “Business -- Regulation”.



Our ability to maintain and obtain product and corporate endorsements from, and/or marketing agreements with, local, state and national education-related associations is important to our marketing strategy. In addition to teacher organizations, we have established relationships with various other educator, principal, school administrator and school business official groups. These contacts and endorsements help to establish our brand name and presence in the educational community and to enhance our access to educators.


Economic and other factors affecting our niche market could adversely impact our financial condition and results of operations.

Horace Mann's strategic objective is to become the company of choice in meeting the insurance and financial services needs of the educational community. With K-12 teachers, administrators, and support personnel representing a significant percentage of our business, the financial condition and results of operations of our subsidiaries could be more prone than many of our competitors to the effects of economic forces and other issues affecting the educator market including, but not limited to, federal, state and local budget deficits and cut-backs and adverse changes in state and local tax revenues.

While the U.S. financial market and certain sectors of the economy have shown improvement over recent years, federal and state revenue shortages continue to pressure the budgets of many school districts. Teacher layoffs and early retirements have taken place and it is possible that additional reductions could occur. Similar to others in the insurance industry, the Company has experienced periods with pressure on new business sales levels. However, despite the economic headwinds, as of the time of this Annual Report on Form 10-K, the Company’sCompany's retention of annuity accumulated values remains strong; the level of annuity scheduled deposit suspension continues to be significantly improved compared to the 2008-2009 period; andstrong with continued positive total annuity net fund flows were positive in each year in the 2008 through 2014 period.flows. However, there can be no assurance that these business factors will remain favorable.

35

Individual states may impose additional cybersecurity regulations, increasing the complexity of compliance.
Individual state regulation of Cybersecurity programs are being adopted on a state by state basis to ensure the safety and soundness of the institution and protect its customers. New York State Department of Financial Services adopted a regulation providing minimum standards for an organization's Cybersecurity program and requiring an annual certification confirming compliance. Additional states may establish Cybersecurity regulations with varying compliance requirements.

Data security breaches or denial of service on our websites could have an adverse impact on the Company's business and reputation.
Unauthorized access to and unintentional dissemination of our confidential, highly-sensitive customer, employee or Company data or other breaches of data security in our facilities, networks or databases, or those of our agents or third-party vendors - including information technology and software vendors, could result in loss or theft of assets or sensitive information, data corruption or operational disruption that may expose the Company to liability and/or regulatory action and may have an adverse impact on the Company’s customers, employees, investors, reputation and business. In addition, any compromise of the security of our data or prolonged denial of service on our websites could harm the Company’s business and reputation. Additionally, the Company recognizes the increased external threats of data breaches in the marketplace resulting in non-public data of customers becoming increasingly available in the public domain. We have designed, implemented and routinely test industry-compliant procedures for protection of confidential information and sensitive corporate data, including rapid response procedures to help contain or prevent data loss if a breach were to occur and the evaluation of our customer


identification authentication programs. We have also implemented multiple technical security protections and contractual obligations regarding security breaches for our agents and third-party vendors. Even with these efforts, there can be no assurance that security breaches or service disruptions will be prevented.

Successful execution of our business growth strategy is dependent on effective implementation of new or enhanced technology systems and applications.
Our ability to effectively execute our business growth strategy and leverage potential economies of scale is dependent on our ability to provide the requisite technology components for that strategy. While we have effectively upgraded our infrastructure technologies with improvements in our data center, a new communications platform and enhancements to our disaster recovery capabilities, our ability to replace or supplement dated, monolithic legacy business systems — such as our Life, Retirement and Property and Casualty policy administrative systems — with more flexible, maintainable, and customer accessible solutions will be necessary to achieve our plans. The personal lines insuranceinherent difficulty in replacing and/or modernizing these older technologies, coupled with the Company's limited experience in these endeavors, presents an increased risk to delivering these technology solutions in a cost effective and annuitytimely manner. Our scale will require us to develop innovative solutions to address these challenges, including consideration of "software as a service" arrangements and other third-party based information technology capabilities. More modern approaches to software development and utilization of third-party vendors can augment the Company's internal capacity for these implementations, but may not adequately reduce the operational risks of timely and cost effective delivery.
Loss of key vendor relationships could affect our operations.
We increasing rely on services and products provided by a number of vendors in the U.S. and abroad. These include, for example, vendors of computer hardware and software, including on-demand software, and vendors of services such as investment management advisement, information technology services — such as those associated with our Life, Retirement and Property and Casualty policy administrative systems — and delivery services for customer policy-level communications. In the event that one or more of our vendors suffers a bankruptcy or otherwise becomes unable to continue to provide products or services, we may suffer operational difficulties and financial losses.

Financial Strength, Credit and Counterparty Risks

Losses due to defaults by others could reduce our profitability or negatively affect the value of our investments.
Third-party debtors may not pay or perform their obligations. These parties may include the issuers whose securities we hold, customers, reinsurers, borrowers under mortgage loans, trading counterparties, counterparties under swaps and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons.
During or following an economic downturn, our municipal bond portfolio could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue. States are currently barred from seeking protection in federal bankruptcy court. However, federal legislation could possibly be enacted to allow states to declare bankruptcy in connection with deficit reductions or mounting unfunded pension liabilities, which could adversely impact the value of our investment portfolio.


The default of a major market participant could disrupt the securities markets are highly competitiveor clearance and settlement systems in the U.S. or abroad. A failure of a major market participant could cause some clearance and settlement systems to assess members of that system, including our broker-dealer and Registered Investment Adviser regulatory entities, or could lead to a chain of defaults that could adversely affect us. A default of a major market participant could disrupt various markets, which could in turn cause market declines or volatility and negatively impact our financial condition and results of operations mayoperations.

Uncollectible reinsurance, as well as reinsurance availability and pricing, can have a material adverse effect upon our business volume and profitability.
Reinsurance is a contract by which one insurer, called a reinsurer, agrees to cover a portion of the losses incurred by a second insurer in the event a claim is made under a policy issued by the second insurer. Our insurance subsidiaries obtain reinsurance to help manage their exposure to property, casualty and life insurance risks. Although a reinsurer is liable to our insurance subsidiaries according to the terms of its reinsurance policy, the insurance subsidiaries remain primarily liable as the direct insurers on all risks reinsured. As a result, reinsurance does not eliminate the obligation of our insurance subsidiaries to pay all claims, and each insurance subsidiary is subject to the risk that one or more of its reinsurers will be adversely affected by competitive forces.

We operateunable or unwilling to honor its obligations.


Although we limit participation in our reinsurance programs to reinsurers with high financial strength ratings and also limit the amount of coverage from each reinsurer, our insurance subsidiaries cannot guarantee that their reinsurers will pay in a highlytimely fashion, if at all. Reinsurers may become financially unsound by the time that they are called upon to pay amounts due, which may not occur for many years.
Additionally, the availability and cost of reinsurance are subject to prevailing market conditions beyond our control. For example, significant losses from hurricanes or terrorist attacks, an increase in capital requirements, or a future lapse of the provisions of the Terrorism Risk Insurance Act could have a significant adverse impact on the reinsurance market.
If one of our insurance subsidiaries is unable to obtain adequate reinsurance at reasonable rates, that insurance subsidiary would have to increase its risk exposure and/or reduce the level of its underwriting commitments, which could have a material adverse effect upon the business volume and profitability of the subsidiary. Alternately, the insurance subsidiary could elect to pay the higher than reasonable rates for reinsurance coverage, which could have a material adverse effect upon its profitability until policy premium rates could be raised, in some cases subject to approval by state regulators, to incorporate this additional cost.

Any downgrade in or adverse change in outlook for our claims-paying ratings, financial strength ratings or credit ratings could adversely affect our financial condition and results of operations.

Claims-paying ratings and financial strength ratings have become an increasingly important factor in establishing the competitive environmentposition of insurance companies. In the evolving 403(b) annuity market, school districts and compete with numerousbenefit consultants have placed an emphasis on the relative financial strength ratings of competing companies. Each rating agency reviews its ratings periodically and from time to time may modify its rating criteria including, among other factors, its expectations regarding capital adequacy, profitability and revenue growth. A downgrade in the ratings or adverse change in the ratings outlook of any of our insurance subsidiaries by a major rating agency could result in a substantial loss of business for that subsidiary if school districts, policyholders or independent agents move their business to other companies having higher claims-paying ratings and financial strength ratings than we do. This loss of business could have a material adverse effect on the results of operations and financial condition of that subsidiary.


A downgrade of the Company's debt rating also could adversely impact our cost and flexibility of borrowing which could have an adverse impact on our liquidity, financial condition and results of operations.

Reduction of the statutory surplus of our insurance subsidiaries could adversely affect their ability to write insurance business.
Insurance companies write business based, in part, upon guidelines including capital ratios considered by the NAIC and various rating agencies. Some of these ratios include risk-based capital ratios for both property and casualty insurance companies and life insurance companies, as well as mutual fund families, independent agent companies and financial planners. In some instances and geographic locations, competitors have specifically targeted the educator marketplace with specialized products and programs. We compete in our target market with a numberratio of national providers of personal automobile and homeowners insurance and life insurance and annuities.

The insurance industry consists of a large number of insurance companies, some of which have substantially greater financial resources, more diversified product lines, more sophisticated product pricing, greater economies of scale and/or lower-cost marketing approaches comparedpremiums to us. In our target market, we believe that the principal competitive factors in the sale ofsurplus for property and casualty insurance products are price, overall service, name recognitioncompanies. Risk-based capital ratios measure an insurer's capital adequacy and worksite salesconsider various risks such as underwriting, investment, credit, asset concentration and service. We believe that for our market the principal competitive factors in the sale of annuity products and life insurance are worksite sales and service, product features, perceived stability of the insurer, price, overall service and name recognition. And, we believe that the Company’s focus on the educator market niche, as well as the knowledge obtained regarding this niche throughout the Company’s history, contribute to our ability to effectively and profitably serve this market.

Particularly in the property and casualty business,interest rate. If our insurance subsidiaries from time to time, generally on a cyclical basis, experience periods of intense competition during whichcannot maintain profitability in the future or if significant investment valuation losses are incurred, they may be unablerequired to increase policyholdersdraw on their surplus, thereby reducing capital adequacy, in order to pay dividends to us to enable us to meet our financial obligations. As their surplus is reduced by the payment of dividends, continuing losses or both, our insurance subsidiaries' ability to write business and revenues without adversely impacting profit margins. Duringmaintain acceptable financial strength ratings could also be reduced. This could have a material adverse effect upon the current cycle, which is expected to persist through 2015business volume and potentially beyond, competition from direct writers and large, mass market carriers has been particularly aggressive, evidenced in part by their significant national advertising expenditures. In addition, advancements in vehicle technology and safety features, such as accident prevention technologies or the development of autonomous or partially autonomous vehicles -- once widely available and utilized, as well as expanded availability of usage-based insurance could materially alter the way that automobile insurance is marketed, priced and underwritten. The inabilityprofitability of our insurance subsidiariessubsidiaries.


An inability to effectively anticipate the impact of these issues on our business and compete successfully in the property and casualty businessaccess Federal Home Loan Bank (FHLB) funding could adversely affect the subsidiaries’ financial condition andour results of operations andoperations.
Any changes in requirements to retain membership in the resulting ability to distribute cash to the holding company.

InFHLB, or changes in regulation, could impact our annuity business, the current IRS Section 403(b) regulations make the 403(b) market more similar to the 401(k) market than it was prior to 2009. These regulationseligibility for continued FHLB membership or our FHLB funding capacity. Any event that adversely affects amounts received from FHLB could have reduced and could continue to reduce the number of competitors in this market as the 403(b) market has become more attractive to some of the larger companies experienced in 401(k) plans, including both insurance and mutual fund companies, that had not previously been active competitors in this business. While not yet widespread, there has been continued pressure in some states to adopt state-sponsored or mandated 403(b) plans with single- or limited-provider options; this pressure has come from competitor lobbying efforts and state legislature-initiated pension reform initiatives. The inability ofan adverse effect on our insurance subsidiaries to compete successfully in these markets could adversely affect the subsidiaries’ financial condition and results of operationsoperations.


Regulatory and the resulting ability to distribute cash to the holding company.

36
Legal Risks

A reduction or elimination of the tax advantages of annuity and life products and/or a change in the tax benefits of various government-authorized retirement programs, such as 403(b) annuities and individual retirement accounts (“IRAs”), could make our products less attractive to clients and adversely affect our operating results.

A significant part of our annuity business involves fixed and variable 403(b) tax-qualified annuities, which are annuities purchased voluntarily by individuals employed by public school systems or other tax-exempt organizations. Our financial condition and results of operations could be adversely affected by changes in federal and state laws and regulations that affect the relative tax and other advantages of our life and annuity products to clients or the tax benefits of programs utilized by our customers. As a result of economic conditions from 2008 through 2014 and as of the time of this Annual Report on Form 10-K, revenue challenges exist at federal, state and local government levels. These challenges could increase the risk of future adverse impacts on current tax advantaged products or result in notable reforms to educator pension programs. See also “Business -- Regulation -- Regulation at Federal Level”.

Current federal income tax laws generally permit the tax-deferred accumulation of earnings on the premiums paid by the holders of annuities and life insurance products. Taxes, if any, are payable on income attributable to a distribution under the contract for the year in which the distribution is made. From time to time, Congress has considered legislation that would reduce or eliminate the benefit of such deferral of taxation on the accretion of value with life insurance and non-qualified annuity contracts. Enactment of this legislation, including a simplified “flat tax” income structure with an exemption from taxation for investment income, could result in fewer sales of our life insurance and annuity products.

The insurance industry is highly regulated.

We are subject to extensive regulation and supervision in the jurisdictions in which we do business. Each jurisdiction has a unique and complex set of laws and regulations. Furthermore, certain federal laws impose additional requirements on businesses, including insurers. Regulation generally is designed to protect the interests of policyholders, as opposed to stockholders and non-policyholder creditors. Such regulations, among other things, impose restrictions on the amount and type of investments our subsidiaries may hold. Certain states also regulate the rates insurers may charge for certain property and casualty products. Legislation and voter initiatives have expanded, in some instances, the states’states' regulation of rates and have increased data reporting requirements. Consumer-related pressures to roll back rates, even if not enacted by legislation or upheld upon judicial appeal, may affect our ability to obtain timely rate increases or operate at desired levels of profitability. Changes in insurance regulations, including those affecting the ability of our insurance subsidiaries to distribute cash to us and those affecting the ability of our insurance subsidiaries to write profitable property and casualty insurance policies in one or more states, may adversely affect the financial condition and results of operations of our insurance subsidiaries. In addition, consumer privacy requirements may increase our cost of processing business. Our ability to comply with laws and regulations, at a reasonable cost, and to obtain necessary regulatory action in a timely manner, is and will continue to be critical to our success.

37



Regulation that could adversely affect our insurance subsidiaries also includes statutory surplus and risk-based capital requirements. Maintaining appropriate levels of surplus, as measured by statutory accounting principles, is considered important by state insurance regulatory authorities and the private agencies that rate insurers’insurers' claims-paying abilities and financial strength. The failure of an insurance subsidiary to maintain levels of statutory surplus that are sufficient for the amount of its insurance written could result in increased regulatory scrutiny, action by state regulatory authorities or a downgrade by rating agencies.


Similarly, the NAIC has adopted a system of assessing minimum capital adequacy that is applicable to our insurance subsidiaries. This system, known as risk-based capital, is used to identify companies that may merit further regulatory action by analyzing the adequacy of the insurer’sinsurer's surplus in relation to statutory requirements.

Because state legislatures remain concerned about the availability and affordability of property and casualty insurance and the protection of policyholders, our insurance subsidiaries expect that they will continue to face efforts by those legislatures to expand regulations to address these concerns. Resulting new legislation could adversely affect the financial condition and results of operations of our insurance subsidiaries.

In the event of the insolvency, liquidation or other reorganization of any of our insurance subsidiaries, our creditors and stockholders would have no right to proceed against any such insurance subsidiary or to cause the liquidation or bankruptcy of any such insurance subsidiary under federal or state bankruptcy laws. The insurance laws of the domiciliary state would govern such proceedings and the relevant insurance commissioner would act as liquidator or rehabilitator for the insurance subsidiary. Creditors and policyholders of any such insurance subsidiary would be entitled to payment in full from the assets of the insurance subsidiary before we, as a stockholder, would be entitled to receive any distribution.

The financial position of our insurance subsidiaries also may be affected by court decisions that expand insurance coverage beyond the intention of the insurer at the time it originally issued an insurance policy.

Dodd-Frank created the Federal Insurance Office (“FIO”)FIO within the U.S. Department of the Treasury. The FIO studies the current insurance regulatory system and is charged with monitoring and providing specific reports on various aspects of the insurance industry. However, the FIO does not have general supervisory or regulatory authority over the business of insurance. In December 2013, theThe FIO released a report recommending ways to modernize and improve the system of insurance regulation in the U.S. While the report did not recommend full federal regulation of insurance, it did suggesthas suggested an expanded federal role in some circumstances. While Dodd-Frank creates new opportunities for federal monitoring and limited intervention in the regulation of the insurance industry, and the FIO’s reports and recommendations may create new pressures for broader federal regulatory authority over the insurance industry longer term, management does not expect the current provisions of Dodd-Frank to have a significant effect on the Company. Management will continue to monitor developments under Dodd-Frank, as various aspects of it continue to be addressed by governmental bodies. Additional regulations could adversely affect the efficiency and effectiveness of business processes, financial condition and results of operations of the Company, insurers of similar size and/or the insurance industry as a whole.

38

The insurance industry is highly cyclical.

The

Regulatory initiatives, including the enactment Dodd-Frank, could adversely impact liquidity and volatility of financial markets in which we participate.
In response to the credit and financial crisis, U.S. and overseas governmental and regulatory authorities are considering or implementing enhanced or new regulatory requirements intended to prevent future crises or stabilize the institutions under their supervision. Such measures are leading to stricter regulation of financial institutions. Changes from Dodd-Frank and other U.S. and overseas governmental initiatives have created uncertainty and could continue to adversely impact liquidity and increase volatility of the financial markets in which we participate and, in turn, negatively affect our financial condition or results of companiesoperations. The executive branch has requested a review of financial regulations including Dodd-Frank, which may eliminate or mitigate this risk.


The Department of Labor (DOL) fiduciary rule and the possible adoption by the SEC of a fiduciary standard of care could have a material adverse effect on our business, financial condition and results of operations.
On April 6, 2016, the DOL released a final regulation which more broadly defines the types of activities that will result in a person being deemed a "fiduciary" for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (ERISA) and Code Section 4975. Section 4975 prohibits certain kinds of compensation with respect to transactions involving assets in certain accounts, including IRAs.
The DOL rule was originally to be effective on April 10, 2017, but under a delay measure, the fiduciary definition went into effect on June 9, 2017, with certain conditions for prohibited transaction exemption relief delayed until July 1, 2019. The DOL is continuing its examination of the rule as directed by President Trump.
In its current form, the DOL regulation will affect the ways in which financial services representatives can be compensated for sales to participants in ERISA employer-sponsored qualified plans and sales to IRA customers, and it will impose significant additional legal obligations and disclosure requirements. The DOL regulation could have a material adverse effect on our business and results of operations. While the regulation does not affect non-ERISA employer-sponsored qualified plans, such as public school 403(b) plans, it could have the following impacts, among others:

 It could inhibit our ability to sell and service IRAs, resulting in a change and/or a reduction of the types of products we offer for IRAs, and impact our relationship with current clients.
It could require changes in the insurance industry historically have been subjectway that we compensate our agents, thereby impacting our agents' business model.
It could require changes in our distribution model for financial services products and could result in a decrease in the number of our agents.
It could increase our costs of doing IRA business and increase our litigation and regulatory risks.
It could increase the cost and complexity of regulatory compliance for our Retirement segment's products.

Further, the SEC has announced its intention to significant fluctuations dueformulate a standard of conduct for broker-dealers and investment advisers.  This regulatory activity by the SEC also has the potential to competition, economic conditions, interest ratesadversely impact our business, financial condition and results of operations.

The NAIC has proposed amendments to its Suitability in Annuity Transactions model regulation, including incorporation of a requirement that a recommendation be in the consumer's best interest.  In addition, Nevada passed a fiduciary statute, New York has proposed amendments to its suitability regulation, and other factors. In particular, companies in the property and casualty insurance segment of the industry historically have experienced pricing and profitability cycles. With respect to these cycles, the factors having the greatest impact include significant and/or rapid changes in loss costs, including changes in loss frequency and/or severity; prior approval and restrictions in certain states for price increases; intense price competition; less restrictive underwriting standards; aggressive marketing; and increased advertising, which have resulted in higher industry-wide combined loss and expense ratios.

are considering passing their own "fiduciary rules".




Litigation may harm our financial strength or reduce our profitability.

Companies in the insurance industry have been subject to substantial litigation resulting from claims, disputes and other matters. Most recently, they have faced expensive claims, including class action lawsuits, alleging, among other things, improper sales practices and improper claims settlement procedures. Negotiated settlements of certain such actions have had a material adverse effect on many insurance companies. The resolution of similar future claims against any of our insurance subsidiaries, including the potential adverse effect on our reputation and charges against the earnings of our insurance subsidiaries as a result of legal defense costs, a settlement agreement or an adverse finding or findings against our insurance subsidiaries in such a claim, could have a material adverse effect on the financial condition and results of operations of our insurance subsidiaries.

Data security breaches or denial


Changes in regulations related to tax reform may impact our tax obligations and the rates needed to achieve our target rate of servicereturns.

On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted and significantly affected U.S. tax law by changing how the U.S. imposes income tax on insurance corporations.  The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and such guidance could impact our websites couldresults of operations in the period(s) issued.  As a result, we have an adverse impact onprovided provisional estimates of the Company’s business and reputation.

Unauthorized access to and unintentional disseminationeffect of our confidential, highly-sensitive customer, employee or Company data or other breaches of data securitythe Tax Act in our facilities, networks or databases, or those of our agents or third-party vendors -- including information technology and software vendors, could result in loss or theft of assets or sensitive information, data corruption or operational disruption that may expose the Companyfinancial statements as it relates to liability and/or regulatory action and may have an adverse impact on the Company’s customers, employees, reputation and business. In addition, any compromise of the security of our data or prolonged denial of service on our websites could harm the Company’s business and reputation. We have designed, implemented and routinely test industry-compliant procedures for protection of confidential information and sensitive corporate data, including rapid response procedures to help contain or prevent data loss if a breach were to occur. We have also implemented multiple technical security protections and contractual obligations regarding security breaches for our agents and third-party vendors. Even with these efforts, there can be no assurance that security breaches or service disruptions will be prevented.

39

Successful execution of our business growthstrategy is dependent on effective implementation of new or enhanced technology systems and applications.

Our ability to effectively execute our business growth strategy and leverage potential economies of scale is dependent on our ability to provide the requisite technology components for that strategy. While we have effectively upgraded our infrastructure technologies with improvements in our data center, a new communications platform and enhancements to our disaster recovery capabilities, our ability to replace or supplement dated, monolithic legacy business systems -- such as our life, annuitylimited partnership investments and property and casualty policy administrative systems -- with more flexible, maintainable,loss reserves.  As additional regulatory guidance is issued by the applicable authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the law, and customer accessible solutionsas we refine estimates in calculating the effect, our final analysis, which will be necessary to achieverecorded in the period completed, may be different from our plans. The inherent difficulty in replacing and/or modernizing these older technologies, coupled with the Company’s limited experience in these endeavors, presents an increased risk to delivering these technology solutions in a cost effective and timely manner. Our scale will require us to develop innovative solutions to address these challenges, including consideration of “software as a service” arrangements and other third-party based information technology capabilities. More modern approaches to software development and utilization of third-party vendors can augment the Company’s internal capacity for these implementations, but may not adequately reduce the operational risks of timely and cost effective delivery.

Loss of key vendor relationshipscurrent provisional amounts, which could materially affect our operations.

We rely on services and products provided by a number of vendors in the United States and abroad. These include, for example, vendors of computer hardware and software, including on-demand software, and vendors of services such as investment management advisement, information technology services -- such as those associated with our life, annuity andtax obligations.


California's Insurance Commissioner has directed staff to review property and casualty policy administrative systems -- and delivery servicesinsurers' rates to see whether, under the new 21% federal corporate tax rate, expected profits exceed the limits embedded in California's prior approval process. Various consumer advocacy groups have also called for customer policy-level communications.premium reductions in light of tax reform. Any resulting changes in individual state regulations may slow down the Company's rate filing process or impede efforts to achieve profitability targets. In addition, the event that one or moreNAIC may choose to revise the RBC formula in response to the Tax Act which may change the amount of our vendors suffers a bankruptcy or otherwise becomes unablecapital the insurance subsidiaries of the Company are required to continue to provide products or services, we may suffer operational difficulties and financial losses.

hold.

ITEM 1B.Unresolved Staff Comments

ITEM 1B.    Unresolved Staff Comments
None.

ITEM 2.Properties

HMEC's

ITEM 2.    Properties
The home office property at 1 Horace Mann Plaza in Springfield, Illinois, consisting of an office building totaling 225,000 square feet, is owned by the Company. Also in Springfield, the Company owns and leases some smaller buildings at other locations. In addition, the Company leases office space in suburban Chicago, Illinois, suburban Dallas, Texas, and Raleigh, North Carolina, for its claims operations and leases some office space related to its field marketing operations. These properties, which are utilized by all of the Company’sCompany's business segments, are adequate and suitable for the Company's current and anticipated future needs.


37





ITEM 3.Legal Proceedings

ITEM 3.    Legal Proceedings
At the time of this Annual Report on Form 10-K, the Company does not have pending litigation from which there is a reasonable possibility of material loss.

40

ITEM 4.Mine Safety Disclosures

ITEM 4.    Mine Safety Disclosures
Not applicable.

PART II


ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ITEM 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividends

HMEC's common stock is traded on the NYSE under the symbol of HMN. The following table sets forthprovides the high and low salesclosing prices of the common stock on the NYSE Composite Tape and the cash dividends paid per share of common stock during the periods indicated.

  Market Price  Dividend 
Fiscal Period      High            Low            Paid    
2014:            
Fourth Quarter $33.74  $28.11  $0.230 
Third Quarter  31.79   28.34   0.230 
Second Quarter  31.73   27.70   0.230 
First Quarter  31.87   27.42   0.230 
2013:            
Fourth Quarter $31.81  $27.25  $0.195 
Third Quarter  29.00   24.20   0.195 
Second Quarter  25.59   20.70   0.195 
First Quarter  22.22   19.95   0.195 

  Market Price Dividend
Fiscal Period High Low Paid
2017:      
Fourth Quarter $47.15
 $39.60
 $0.275
Third Quarter 39.60
 34.00
 0.275
Second Quarter 40.45
 36.95
 0.275
First Quarter 43.50
 39.50
 0.275
2016:  
  
  
Fourth Quarter $43.30
 $33.30
 $0.265
Third Quarter 37.36
 33.40
 0.265
Second Quarter 34.51
 30.36
 0.265
First Quarter 32.30
 27.59
 0.265
The payment of dividends in the future is subject to the discretion of the Board of Directors of HMEC and will depend upon general business conditions, legal restrictions and other factors the Board of Directors may deem to be relevant. Additional information is contained in “NotesNotes to Consolidated Financial Statements -- Note 8 --10 — Statutory Information and Restrictions”Restrictions listed on page F-1 of this report and in “Business --Item 1. Business — Cash Flow”.

41
Flow.



Shareholder Return Performance Graph

The graph below compares cumulative total return*return of Horace Mann Educators Corporation,Corporation's common stock, the S&P 500 Insurance Index and the S&P 500 Index. The graph assumes $100 invested on December 31, 20092012 in HMEC, the S&P 500 Insurance Index and the S&P 500 Index.

    12/09      12/10      12/11      12/12      12/13      12/14 
                   
HMEC $100  $147  $116  $174  $283  $307 
S&P 500 Insurance Index  100   116   106   126   185   200 
S&P 500 Index  100   115   117   136   179   204 

  Dec 2012 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017
HMEC $100
 $162
 $175
 $180
 $238
 $252
S&P 500 Insurance Index 100
 146
 158
 162
 190
 220
S&P 500 Index 100
 132
 150
 152
 170
 206
*
(1)The S&P 500 Index and the S&P 500 Insurance Index, as published by Standard and Poor’s Corporation (“S&P”),&P, assume an annual reinvestment of dividends in calculating total return. Horace Mann Educators CorporationHMEC assumes reinvestment of quarterly dividends when paid.


Holders and Shares Issued

As of February 15, 2015,2018, the approximate number of holders of HMEC’sHMEC's common stock was 12,000.

13,500.

During 2014,2017, options were exercised for the issuance of 435,665192,289 shares, 1.1%0.5% of the Company’sCompany's common stock shares outstanding at December 31, 2013.2016. The Company received $8.3$4.2 million as a result of these option exercises including related federal income tax benefits.

which was used for general corporate purposes.

Regarding the equity compensation plan information required by Item 201(d) of Regulation S-K, see “ItemItem 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters”.

42
Matters.


Issuer Purchases of Equity Securities

On December 7, 2011, the Company’s Board of Directors authorized a share repurchase program allowing repurchases of up to $50.0 million of Horace Mann Educators Corporation’sCorporation's Common Stock, par value $0.001. The$0.001 (2011 Plan). On September 30, 2015, the Board authorized an additional share repurchase program authorizesallowing repurchases of up to $50.0 million to begin following the opportunisticcompletion of the 2011 Plan and utilization of that authorization began in January 2016. Both share repurchase programs authorize the repurchase of common shares in open market or privately negotiated transactions, from time to time, depending on market conditions. The current share repurchase program does not have an expiration date and may be limited or terminated at any time without notice. During the three months ended December 31, 2014,2017, the Company did not repurchase shares of HMEC common stock. As of December 31, 2014, $22.92017, $27.8 million remained authorized for future share repurchases.

ITEM 6.Selected Financial Data

ITEM 6.    Selected Financial Data
The information required by Item 301 of Regulation S-K is contained in the table in Item 1 -- “Business --1. Business — Selected Historical Consolidated Financial Data”.

Data.
ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by Item 303 of Regulation S-K is listed on page F-1 of this report.

ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 305 of Regulation S-K is contained under the heading “MarketMarket Value Risk”Risk in “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations” listed on page F-1 of this report.

Operations.
ITEM 8.Consolidated Financial Statements and Supplementary Data

ITEM 8.    Consolidated Financial Statements and Supplementary Data
The Company's consolidated financial statements, financial statement schedules,Consolidated Financial Statements, Financial Statement Schedules, the reportReport of its independent registered public accounting firmIndependent Registered Public Accounting Firm and the selected quarterly financial dataUnaudited Selected Quarterly Financial Data required by Item 302 of Regulation S-K are listed on page F-1 of this report.

ITEM 9.
ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

43

None.

40





ITEM 9A.Controls and Procedures

ITEM 9A.    Controls and Procedures
a.)    Management’sManagement's Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) of the Securities and Exchange Act of 1934 as amended (the “Exchange Act”)(Exchange Act) as of December 31, 2014.2017. Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2014,2017, the end of the period covered by this Annual Report on Form 10-K.

b.)    Management’sManagement's Annual Report on Internal Control Over Financial Reporting

Management of Horace Mann is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.


Management of Horace Mann conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014,2017, using the criteria set forth inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, management, including our CEO and our CFO, determined that, as of December 31, 2014,2017, the Company maintained effective internal control over financial reporting.


The effectiveness of the Company’sCompany's internal control over financial reporting as of December 31, 20142017 has been audited by KPMG LLP, the independent registered public accounting firmIndependent Registered Public Accounting Firm that audited the Company’s consolidated financial statements,Company's Consolidated Financial Statements, as stated in their reportReport listed on page F-1 of this Annual Report on Form 10-K.

44



c.)    Independent Registered Public Accounting Firm’sFirm's Report on Internal Control Over Financial Reporting

The information required by Item 308(b) of Regulation S-K is contained in the “ReportReport of Independent Registered Public Accounting Firm”Firm listed on page F-1 of this report.

d.)    Changes in Internal Control Over Financial Reporting

There were no changes in the Company’sCompany's internal control over financial reporting that occurred during the Company’sCompany's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’sCompany's internal control over financial reporting.

ITEM 9B.    Other Information

None.

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The information required by Items 401, 405, 406, 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by reference to the Company's Proxy Statement for the 20152018 Annual Meeting of Shareholders.

Horace Mann Educators Corporation has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and all other employees of the Company. In addition, the Board of Directors of Horace Mann Educators Corporation has adopted the code of ethics for its Board members as it applies to each Board member’smember's business conduct on behalf of the Company. The code of ethics is posted on the Company’sCompany's website, www.horacemann.com, under “Investors --Investors — Corporate Overview -- Governance Documents”.Documents. In addition, amendments to the code of ethics and any grant of a waiver from a provision of the code of ethics requiring disclosure under applicable SEC rules will be disclosed at the same location as the code of ethics on the Company’sCompany's website.

ITEM 11.    Executive Compensation

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference to the Company's Proxy Statement for the 20152018 Annual Meeting of Shareholders.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

The information required by Items 201(d) and 403 of Regulation S-K is incorporated by reference to the Company's Proxy Statement for the 20152018 Annual Meeting of Shareholders.

45

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by Items 404 and 407(a) of Regulation S-K is incorporated by reference to the Company's Proxy Statement for the 20152018 Annual Meeting of Shareholders.


42





ITEM 14.    Principal Accounting Fees and Services

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the Company’sCompany's Proxy Statement for the 20152018 Annual Meeting of Shareholders.

PART IV

ITEM 15.    Exhibits and Financial Statement Schedules

(a)(1)        The following consolidated financial statements of the Company are contained in the Index to Financial Information on page F-1 of this report:

Consolidated Balance Sheets as of December 31, 2014 and 2013.

Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012.

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012.

Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2014, 2013 and 2012.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012.

(a)(2)        The following financial statement schedules of the Company are contained in the Index to Financial Information on page F-1 of this report:

Schedule I - Summary of Investments - Other than Investments in Related Parties.

Schedule II - Condensed Financial Information of Registrant.

Schedules III and VI Combined - Supplementary Insurance Information and Supplemental Information Concerning Property and Casualty Insurance Operations.

(a)(1)The following consolidated financial statements of the Company are contained in the Index to Financial Information on page F-1 of this report:
Consolidated Balance Sheets as of December 31, 2017 and 2016.
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015.

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015.
(a)(2)The following financial statement schedules of the Company are contained in the Index to Financial Information on page F-1 of this report:
Schedule I - Summary of Investments Other than Investments in Related Parties.
Schedule II - Condensed Financial Information of Registrant.
Schedules III and VI Combined - Supplementary Insurance Information and Supplemental Information Concerning Property and Casualty Insurance Operations.
Schedule IV - Reinsurance.

46

(a)(3)The following items are filed as Exhibits. Management contracts and compensatory plans are indicated by an asterisk (*).


Exhibit  
No. Description
   
(3)
Articles of incorporation and bylaws:
   
3.1 
   
3.2 Form of Certificate for shares of Common Stock, $0.001 par value per share, of HMEC, incorporated by reference to Exhibit 4.5 to HMEC'sHMEC’s Registration Statement on Form S-3 (Registration No. 33-53118) filed with the SEC on October 9, 1992.


   
3.3 
   
(4)
Instruments defining the rights of security holders, including indentures:
   
4.1 
   
4.1(a) First Supplemental Indenture, dated as
   
4.1(b)4.2 Form of HMEC 6.05% Senior Notes due 2015 (included in Exhibit 4.1(a)).
4.1(c)Second Supplemental Indenture, dated as of April 21, 2006, between HMEC and The Bank of New York Mellon Trust Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee), incorporated by reference to Exhibit 4.3 to HMEC’s Current Report on Form 8-K dated April 18, 2006, filed with the SEC on April 21, 2006.
4.1(d)Form of HMEC 6.85% Senior Notes due April 15, 2016 (included in Exhibit 4.1(c)).

47

Exhibit
No.     Description
4.2 Certificate of Designations for HMEC Series A Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 4.3 to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.
   
(10)
Material contracts:
   
10.1 
   
10.1(a) 
 
10.1(b)
10.2* 
   
10.2(a)* Specimen Employee Stock Option Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 14, 2002.
10.2(b)*
   
10.2(c)10.2(b)* Specimen Regular Employee Stock Option Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(b) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 14, 2002.
10.2(d)*
   


10.2(e)
10.2(c)* 
   
10.2(f)10.2(d)* 

48

Exhibit
No.             Description
   
10.2(g)10.2(e)* 
   
10.3* HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 1 (beginning on page E-1) to HMEC’s Proxy Statement, filed with the SEC on April 9, 2010.
10.3(a)*
   
10.3(a)* 

 
10.3(b)* Specimen Incentive

10.3(c)*

10.3(d)*

10.3(e)*

10.3(f)*



   
10.3(c)10.3(g)* 
10.3(d)*Specimen Employee Service-VestedNon-employee Director Restricted Stock Units Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(c) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.
10.3(e)*Specimen Employee Performance-Based Restricted Stock Units Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(d) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.
10.3(f)*Specimen Non-Employee Director Restricted Stock UnitAward Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.17(a) to HMEC’s Current Report on Form 8-K dated May 27, 2010, filed with the SEC on June 2, 2010.
   
10.4* 

49

Exhibit
No.             Description
   
10.5* 
   
10.6* 

   
10.7* 

   
10.8* 

   
10.9* 

   
10.9(a)* 

   
10.10* 

   
10.10(a)* 

   
10.11* 
   
10.11(a)* 
10.11(b)*HMSC Executive Severance Plan Schedule A Participants.

50

Exhibit

No.             
Description
   


10.11(b)* 10.12*Letter of Employment between

(11)

(12)

(21)

(23)

(31)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002:

31.1

31.2

(32)
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002:

32.1

32.2

(99)
(99)Additional exhibitsexhibits:

99.1

(101)
(101)Interactive Data FileFile:

101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCHXBRL Taxonomy Extension Schema

101.CALXBRL Taxonomy Extension Calculation Linkbase

101.DEFXBRL Taxonomy Extension Definition Linkbase

101.LABXBRL Taxonomy Extension Label Linkbase

101.PREXBRL Taxonomy Extension Presentation Linkbase

51

(b)See list of exhibits in this Item 15.

(c)See list of financial statement schedules in this Item 15.

Copies of

ITEM 16.    Form 10-K Exhibits to Form 10-K, Horace Mann Educators Corporation’s Code of Ethics and charters of the committees of the Board of Directors are available through the Investors section of the Company’s Internet website,www.horacemann.com. Copies also may be obtained by writing to Investor Relations, Horace Mann Educators Corporation, 1 Horace Mann Plaza, Springfield, Illinois 62715-0001.

52
Summary

None.



47





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Horace Mann Educators Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HORACE MANN EDUCATORS CORPORATION

HORACE MANN EDUCATORS CORPORATION
  /s/ Marita Zuraitis 
Marita Zuraitis 
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 Horace Mann Educators Corporation and in the capacities and on the date indicated.

Principal Executive Officer: Directors:
   
  /s/ Marita Zuraitis   /s/ Gabriel L. Shaheen
Marita Zuraitis Gabriel L. Shaheen, Chairman of the Board of Directors
President, Chief Executive Officer and a Director  
    /s/ Daniel A. Domenech
    /s/ Mary H. Futrell
Mary H. Futrell,Daniel A. Domenech, Director
   
    /s/ Stephen J. Hasenmiller
Principal Financial Officer: Stephen J. Hasenmiller, Director
   
  
/s/ Dwayne D. HallmanBret A. Conklin   /s/ Ronald J. Helow
Dwayne D. HallmanBret A. Conklin Ronald J. Helow, Director
Executive Vice President and Chief Financial Officer
  
    /s/ Beverley J. McClure
  Beverley J. McClure, Director
   
    
/s/ Roger J. SteinbeckerH. Wade Reece
Principal Accounting Officer: Roger J. Steinbecker,H. Wade Reece, Director
   
  
/s/ BretKimberly A. ConklinJohnson   /s/ Robert Stricker
BretKimberly A. ConklinJohnson Robert Stricker, Director
Senior Vice President and Controller
  
    /s/ Steven O. Swyers
  Steven O. Swyers, Director

Dated: March 2, 2015

53
Table of Contents
Dated: February 28, 2018




48





HORACE MANN EDUCATORS CORPORATION

INDEX TO FINANCIAL INFORMATION

 Page
  
  
F-36
  
F-38
  
F-39
  
F-40
  
F-41
  
F-42
  
Notes to Consolidated Financial Statements 
F-43
F-59
F-65
F-77
F-78
F-82
Note   810 - Statutory Information and RestrictionsF-84
F-86
F-94
Note 1112 - Contingencies and CommitmentsF-96
F-97
F-97
F-99
Note 15 - Unaudited Selected Quarterly Financial Data
  
Financial Statement Schedules:Schedules 

F-1


F-1





MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

(MD&A)

(Dollars$ in millions, except per share data)

Forward-looking Information

Statements made in the following discussion that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to known and unknown risks, uncertainties and other factors. Horace Mann is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company's actual results could differ materially from those projected in forward-looking statements due to a number of risks and uncertainties inherent in the Company's business. For additional information regarding risks and uncertainties, see “ItemItem 1A. Risk Factors” in this Annual Report on Form 10-K. That discussion includes factors such as:

·The impact that a prolonged economic recession may have on the Company’s investment portfolio; volume of new business for automobile, homeowners, annuity and life products; policy renewal rates; and additional annuity contract deposit receipts.
·Fluctuations in the fair value of securities in the Company's investment portfolio and the related after tax effect on the Company's shareholders' equity and total capital through either realized or unrealized investment losses.
·Prevailing low interest rate levels, including the impact of interest rates on (1) the Company's ability to maintain appropriate interest rate spreads over minimum fixed rates guaranteed in the Company's annuity and life products, (2) the book yield of the Company's investment portfolio, (3) unrealized gains and losses in the Company's investment portfolio and the related after tax effect on the Company's shareholders' equity and total capital, (4) amortization of deferred policy acquisition costs and (5) capital levels of the Company’s life insurance subsidiaries.
·The frequency and severity of events such as hurricanes, storms, earthquakes and wildfires, and the ability of the Company to provide accurate estimates of ultimate claim costs in its consolidated financial statements.
·The Company’s risk exposure to catastrophe-prone areas. Based on full year 2014 property and casualty direct earned premiums, the Company’s ten largest states represented 58% of the segment total. Included in this top ten group are certain states which are considered more prone to catastrophe occurrences: California, North Carolina, Texas, Florida, South Carolina and Louisiana.
·The ability of the Company to maintain a favorable catastrophe reinsurance program considering both availability and cost; and the collectibility of reinsurance receivables.
·Adverse changes in market appreciation, interest spreads, business persistency and policyholder mortality and morbidity rates and the resulting impact on both estimated reserves and the amortization of deferred policy acquisition costs.
·Adverse results from the assessment of the Company’s goodwill asset requiring write off of the impaired portion.
·The Company's ability to refinance outstanding indebtedness or repurchase shares of the Company’s common stock.

F-2
Factors.

·The Company's ability to (1) develop and expand its marketing operations, including agents and other points of distribution, and (2) maintain and secure access to educators, school administrators, principals and school business officials.
·The effects of economic forces and other issues affecting the educator market including, but not limited to, federal, state and local budget deficits and cut-backs and adverse changes in state and local tax revenues. The effects of these forces can include, among others, teacher layoffs and early retirements, as well as individual concerns regarding employment and economic uncertainty.
·The Company's ability to profitably expand its property and casualty business in highly competitive environments.
·Changes in federal and state laws and regulations, which affect the relative tax and other advantages of the Company’s life and annuity products to customers, including, but not limited to, changes in IRS regulations governing Section 403(b) plans.
·Changes in public employee retirement programs as a result of federal and/or state level pension reform initiatives.
·Changes in federal and state laws and regulations, which affect the relative tax advantage of certain investments or which affect the ability of debt issuers to declare bankruptcy or restructure debt.
·The Company's ability to effectively implement new or enhanced information technology systems and applications.

Executive Summary

Horace Mann Educators Corporation (“HMEC”; and together with its subsidiaries, the “Company” or “Horace Mann”)(HMEC) is an insurance holding company. Through its subsidiaries, HMEC markets and underwrites personal lines of property and casualty insurance, retirement annuities and life insurance in the U.S. The Company markets its products primarily to K-12 teachers, administrators and other employees of public schools and their families.

For 2014,2017, the Company’sCompany's net income of $104.2$169.4 million declined $6.7increased $85.6 million compared to 2013,2016. In the fourth quarter of 2017, the Company's net income benefited $99.0 million from the re-measurement of its net deferred tax liability (DTL) attributed to the passage of what is commonly referred to as improvements in propertythe Tax Cuts and casualty segment and annuity segment results, as well as solid earnings in the life segment were offset by a decrease in realized investment gains.Jobs Act of 2017. After tax net realized investment losses were $1.7 million compared to net realized investment gains of $6.9$2.3 million were $7.5a year earlier.

For 2017, Property and Casualty segment core earnings* decreased to $17.2 million compared to $25.6 million in the prior year period as a result of lower levels of favorable prior years' reserve development as well as elevated weather-related losses that occurred in the first half of 2017. Favorable prior years' reserve development was $4.3 million pretax less than a year earlier. Forago and catastrophe losses were $1.8 million pretax higher than a year ago. As a result, the propertyProperty and casualty segment, net income of $46.9 million increased $2.5 million compared to 2013. The property and casualtyCasualty combined ratio was 96.1%103.3% for 2014, a 0.22017, 1.8 percentage point improvementpoints higher than the 101.5% in 2016. On an underlying basis, the auto loss ratio* of 77.2% decreased 0.8 points compared to 96.3% for 2013. Automobile current accidentthe prior year non-catastrophe underwriting results improved, whileperiod, with the level of favorable development of prior years’ reserves was lower than in 2013. Homeowners current accident year non-catastrophe underwriting results were favorable, but declinedunderlying combined ratio improving 1.0 point compared to 2013, reflecting a trendthe prior year period. For property, the underlying loss ratio* of 47.2% increased 4.8 points compared to the prior year period and was largely related to the impact of higher non-catastrophe weather-related losses that occurred in the later quartersfirst half of 2017. The expense ratio for Property and Casualty of 26.7% was comparable to the prior year period. Written premiums* of more severe non-catastrophe weather-related losses. Catastrophe losses decreased modestly in 2014, representing a $1.7$662.8 million after tax increase to net incomeincreased 4.5% compared to 2013. Annuity segment net income of $45.3 million for 2014 increased $0.6 million compared to 2013, due tothe prior year period. The growth was driven primarily by rate actions, which resulted in an increase in the amount of interest margin earned on fixed annuity assets -- driven by the growth in assets under management and proactive actions to maintain favorable net interest spreads. For 2014, unlocking of deferred policy acquisition costs had a $1.2 million negative pretax impact, compared to a $3.7 million pretax positive impact in 2013. Life segment net income of $17.5 million decreased $2.9 million compared to 2013 due to a more normal level of mortality costs in the current period, consistent with actuarial models, partially offset by growth in investment income in 2014.

F-3

Premiums written and contract deposits increased 7% compared to 2013 primarily due to an increase in the amount of annuity single premium and rollover deposits received in 2014, as well as the favorable premium impact from increases in average premium per policy for both homeownersauto and automobile. Annuity deposits received were 14% greater thanproperty. Policy retention continues to be strong with auto and property policy retention rates of 83.0% and 87.6%, respectively.


For 2017, Retirement segment core earnings* was $48.9 million which decreased 3.6% compared to $50.7 million in the prior year. Propertyyear period. The decrease was primarily attributed to higher operating expenses driven by strategic investments in technology, products and casualty segment premiums writtendistribution as well as a $3.2 million pretax increase in deferred policy acquisition costs (DAC) amortization and unlocking offset by a $6.4 million pretax increase in net interest margin. The annualized net interest spread on fixed annuity assets was 194 basis points, an increase of 1 basis point compared to a year ago. The net interest spread benefited from strong prepayment activity in the fourth quarter of 2017, as well as favorable alternative investment returns.


Annuity assets under management of $6.8 billion increased 2%5.2% compared to a year ago, and total cash value persistency remained strong at 89.5% for variable annuities and 92.6% for fixed annuities. Retirement deposits* were comparable to the prior year period with an increase in asset flows related to fee-based mutual fund offerings nearly offsetting a decrease in traditional annuity products. Annuity deposits* of $453.1 million decreased 12.9% compared to the prior year period. The decline in annuity deposits was related to lower sales of single premium annuity products in the current year. For the current year, deposits on recurring annuity products were comparable to the prior year period. Sales* and deposit activity related to new retail and institutional Retirement Advantage® products, as well as other mutual fund offerings, were strong with $80.0 million of deposits in the current year compared to $39.0 million in the prior year period.

For 2017, Life segment core earnings* of $17.3 million increased 4.2% compared to the prior year period. Life insurance premiums and contract deposits also increased 2%3.0% to $111.2 million and sales of the Company's proprietary life insurance products increased 13.5% compared to 2013.

the prior year period. Life persistency of 95.1% was comparable to prior year.

The Company’sCompany's book value per share was $32.65$36.88 at December 31, 2014,2017, an increase of 20%14.7% compared to 12 months earlier. This increase reflected net income for the 12 months and an increase in net unrealized investment gains due to lower yields on intermediate and long maturity U.S. Treasury securities and narrower credit spreads on municipal securities offset by wider corporate credit spreads, the combination of which resulted in an increase in net unrealized gains for the Company’s holdings of fixed income and equity securities. At December 31, 2014, book value per share excluding investment fair value adjustments was $25.38, representing a 7% increase compared to 12 months earlier.


Critical Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”)(GAAP) requires the Company's management to make estimates and assumptions based on information available at the time the consolidated financial statements are prepared. These estimates and assumptions affect the reported amounts of the Company's consolidated assets, liabilities, shareholders' equity and net income. Certain accounting estimates are particularly sensitive because of their significance to the Company's consolidated financial statements and because of the possibility that subsequent events and available information may differ markedly from management's judgments at the time the consolidated financial statements were prepared. Management has discussed with the Audit Committee the quality, not just the acceptability, of the Company's accounting principles as applied in its financial reporting. The discussions generally included such matters as the consistency of the Company's accounting policies and their application, and the clarity and completeness of the Company's consolidated financial statements, which include related disclosures. For the Company, the areas most subject to significant management judgments include: fair value measurements, other-than-temporary impairment (OTTI) of investments, goodwill, deferred policy acquisition costs for annuityinvestment contracts and interest-sensitive life insurance products with account values, liabilities for propertyProperty and casualtyCasualty claims and claim expenses and liabilities for future policy benefits, deferred taxes and valuation of assets and liabilities related to the defined benefit pension plan.

Informationbenefits.

Additional information regarding the Company’sCompany's accounting policies pertaining to these topics is located in the “NotesNotes to Consolidated Financial Statements”Statements as listed on page F-1 of this report and is not repeated in the discussion below.

Fair Value Measurements

The fair value of a financial instrument is the estimated amount at which the instrument could be exchanged in an orderly transaction between knowledgeable, unrelated and willing parties. The valuation of fixed maturity securities and equity securities is more subjective when markets are less liquid due to the lack of market based inputs, which may increase the potential that the estimated fair value of an investment is not reflective of the price at which an actual transaction would occur. See also “NoteNotes to Consolidated Financial Statements — Note 3 -- Fair Value of Financial Instruments”.

F-4
Instruments.


Valuation of Fixed Maturity and Equity Securities

For

The fair value of the Company's fixed maturity securities eachportfolio was $7,724.1 million at December 31, 2017. Each month the Company obtains fair value prices from its investment managers and custodian bank, each of which use a variety of independent, nationally recognized pricing sources to determine market valuations.valuations for fixed maturity securities. Typical inputs used by these pricing sources include, but are not limited to, reported trades, benchmark yield curves, benchmarking of like securities, rating designations, sector groupings, issuer spreads, bids, offers, and/or estimated cash flows and prepayment speeds.

The Company's fixed maturity securities portfolio is primarily publicly traded, which allows for a high percentage of the portfolio to be priced through pricing services. Approximately 90.7% of the portfolio, based on fair value, was priced through pricing services or index priced using observable inputs as of December 31, 2017. The remainder of the portfolio was priced by broker-dealers or pricing models.

When the pricing sources cannot provide fair value determinations, the Company obtains non-binding price quotes from broker-dealers. The broker-dealers’broker-dealers' valuation methodology ismethodologies are sometimes matrix-based, using indicative evaluation measures and adjustments for specific security characteristics and market sentiment. The market inputs utilized in the evaluation measures and adjustments include: benchmark yield curves, reported trades, broker/dealerbroker-dealer quotes, ratings and corresponding issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. The extent of the use of each market input depends on the market sector and the market conditions. Depending on the security, the priority of the use of inputs may change or some market inputs may not be relevant. For some securities, additional inputs may be necessary.

The Company analyzes price and market valuations received and has in place certain control processes to determine the reasonableness of the financial asset fair values. These processes are designed to ensure (1) the values received are reasonable and accurately recorded, (2) the data inputs and valuation techniques utilized are appropriate and consistently applied, and (3) the assumptions are reasonable and consistent with the objective of determining fair value.
The Company’s fixed maturityfair value of the Company's equity securities portfolio is primarily publicly traded, which allows for a high percentage of the portfolio to be priced through pricing services. Approximately 91% of the portfolio, based on fair value, was priced through pricing services or index priced using observable inputs as of$135.5 million at December 31, 2014. The remainder2017. All of the portfolio was priced by broker-dealers or pricing models.

from observable market quotations at December 31, 2017. Fair values of equity securities have been determined by the Company from observable market quotations, when available. When a public quotation is not available, equity securities are valued by using non-binding brokerbroker-dealer quotes or through the use of pricing models or analysis that is based on market information regarding interest rates, credit spreads and liquidity. The underlying source data for calculating the matrix of credit spreads relative to the U.S. Treasury curve are nationally recognized indices. In addition, credit rating (or credit quality equivalent information) of securities is also factored into a pricing matrix. These inputs are based on assumptions deemed appropriate given the circumstances and are believed to be consistent with what other market participants would use when pricing such securities.

At December 31, 2014,2017, Level 3 invested assets comprised approximately 2%2.8% of the Company’sCompany's total investment portfolio fair value. Invested assets are classified as Level 3 when fair value is determined based on unobservable inputs that are supported by little or no market activity and those inputs are significant to the fair value. For additional detail, see “Notes to Consolidated Financial Statements -- Note 3 -- Fair Value of Financial Instruments”.

F-5


F-4





Other-than-temporary Impairment of Investments

The Company's methodology of assessing other-than-temporary impairmentsOTTI is based on security-specific facts and circumstances as of the balance sheetreporting date. The Company reviewshas a policy and process to evaluate investments (at the fair value of all investments in its portfoliocusip/issuer level) on a monthlyquarterly basis to assess whether an other-than-temporary decline in valuethere has occurred.been OTTI. These reviews, in conjunction with the Company's investment managers' monthly credit reports and relevant factors such as (1) the financial condition and near-term prospects of the issuer, (2) the length of time and extent to which the fair value has been less than amortized cost for fixed maturity securities or cost for equity securities, (3) for fixed maturity securities, the Company’sCompany's intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the anticipated recovery of the amortized cost basis; and for equity securities, the Company’sCompany's ability and intent to hold the security for the recovery of cost or if recovery of cost is not expected within a reasonable period of time, (4) the stock price trend of the issuer, (5) the market leadership position of the issuer, (6) the debt ratings of the issuer, and (7) the cash flows and liquidity of the issuer or the underlying cash flows for asset-backed securities, are all considered in the impairment assessment. A write-down of an investment is recorded when a decline in the fair value of that investment
When OTTI is deemed to be other-than-temporary,have occurred, the investment is written-down to fair value at the trade lot level, with a realized investment loss charged to income for the period for the full loss amount for all equity securities and for the credit-related loss portion associated with impaired fixed maturity securities. The amount of the total other-than-temporary impairmentOTTI related to non-credit factors for fixed maturity securities is recognized in other comprehensive income, net of applicable taxes, unlessin which the Company has the intent to sell the security or if it is more likely than not the Company will be required to sell the security before the anticipated recovery of the amortized cost basis. See also “NotesNotes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies -- Other-than-temporary Impairment of Investments”.

Impairment.


Goodwill

Goodwill represents the excess of the amounts paid to acquire a business over the fair value of its net assets at the date of acquisition. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the carrying amount of the reporting unit goodwill exceeds the implied goodwill value, an impairment loss would be recognized in an amount equal to that excess; the charge could have a material adverse effect on the Company’sCompany's results of operations. The Company’sCompany's reporting units, for which goodwill has been allocated, are equivalent to the Company’sCompany's operating segments. As of December 31, 2014,2017, the Company’sCompany's allocation of goodwill by reporting unit/segment was as follows: $28.0 million, annuity;Retirement; $9.9 million, life;Life; and $9.5 million, propertyProperty and casualty.Casualty. Also see “NotesNotes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies -- Goodwill and Value of Acquired Insurance In Force”.

— Goodwill.

The process of evaluating goodwill for impairment requires management to make multiple judgments and assumptions to determine the fair value of each reporting unit, including discounted cash flow calculations, the level of the Company’sCompany's own share price and assumptions that market participants would make in valuing each reporting unit. Fair value estimates are based primarily on an in-depth analysis of historical experience, projected future cash flows and relevant discount rates, which consider market participant inputs and the relative risk associated with the projected cash flows. Other assumptions include levels of economic capital, future business growth, earnings projections and assets under management

F-6

for each reporting unit. Estimates of fair value are subject to assumptions that are sensitive to change and represent the Company’sCompany's reasonable expectation regarding future developments. The Company also considers other valuation techniques such as peer company price-to-earnings and price-to-book multiples.



The assessment of goodwill recoverability requires significant judgment and is subject to inherent uncertainty. The use of different assumptions, within a reasonable range, could cause the fair value of a reporting unit to be below carrying value. Subsequent goodwill assessments could result in impairment, particularly for each reporting unit with at-risk goodwill, due to the impact of a volatile financial market on earnings, discount rate assumptions, liquidity and market capitalization. There were no events or material changeschanges in circumstances during 20142017 that indicated that aan adverse material change in the fair value of the Company’sCompany's reporting units had occurred.


Deferred Policy Acquisition Costs for AnnuityInvestment Contracts and Interest-sensitive Life Insurance Products

with Account Values

Deferred Policy acquisition costs,Acquisition Costs (DAC), consisting of commissions, policy issuance and other costs which are incremental and directly related to the successful acquisition of new or renewal business, are capitalizeddeferred and amortized on a basis consistent with the type of insurance coverage. For all investment (annuity) contracts, acquisition costs areDAC is amortized over 20 years in proportion to estimated gross profits. Capitalized acquisition costs for interest-sensitive life contracts also areDAC is amortized over 20 years in proportion to estimated gross profits.profits over 20 years for certain life insurance products with account values and over 30 years for IUL. See also “NotesNotes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies -- Deferred Policy Acquisition Costs”.

Costs.

The most significant assumptions that are involved in the estimation of annuity gross profits include interest rate spreads, future financial market performance, business surrender/lapse rates, expenses and the impact of net realized investment gains and losses. For the variable deposit portion of the annuity segment,Retirement, the Company amortizes policy acquisition costsDAC utilizing a future financial market performance assumption of a 10%an 8.0% reversion to the mean approach with a 200 basis point corridor around the mean during the reversion period, representing a cap and a floor on the Company’sCompany's long-term assumption. The Company’sCompany's practice with regard to returns on Separate Accounts assumes that long-term appreciation in the financial market is not changed by short-term market fluctuations, but is only changed when sustained annual deviations are experienced. The Company monitors these fluctuations and only changes the assumption when itsthe long-term expectation changes. The potential effect of an increase/(decrease) by 100 basis points in the assumed future rate of return is reasonably likely to result in an estimated decrease/(increase) in the deferred policy acquisition costsDAC amortization expense of approximately $1$2.0 million. Although this evaluation reflects likely outcomes, it is possible an actual outcome may fall below or above these estimates. At December 31, 2014,2017, the ratio of capitalized annuity policy acquisition costsDAC to the total annuity accumulated cash value was approximately 3%2.6%.

In the event actual experience differs significantly from assumptions or assumptions are significantly revised, the Company may be required to record a material charge or credit to current period amortization expense for the period in which the adjustment is made. As noted above, there are key assumptions involved in the evaluation of capitalized policy acquisition costs.DAC. In terms of the sensitivity of this amortization to two of the more significant assumptions, based on capitalized annuity policy acquisition costsDAC as of December 31, 20142017 and assuming all other assumptions are met, (1) a 10 basis point deviation in the annual targeted interest rate spread assumption would impact amortization between $0.25$0.3 millionand

F-7

$0.35 $0.4 million and (2) a 1%1.0% deviation from the targeted financial market performance for the underlying mutual funds of the Company’sCompany's variable annuities would impact amortization between $0.20$0.3 million and $0.30$0.4 million. These results may change depending on the magnitude and direction of any actual deviations but represent a range of reasonably likely experience for the noted assumptions. Detailed discussion of the impact of adjustments to theDAC amortization of capitalized acquisition costsexpense is included in “ResultsResults of Operations for the Three Years Ended December 31, 2014 -- Policy Acquisition Expenses Amortized”.

2017.


F-6





Liabilities for Property and Casualty Claims and Claim Expenses

Underwriting results of the propertyProperty and casualty segmentCasualty are significantly influenced by estimates of the Company's ultimate liability for insured events. There is a high degree of uncertainty inherent in the estimates of ultimate losses underlying the liability for unpaid claims and claim settlement expenses. This inherent uncertainty is particularly significant for liability-related exposures due to the extended period, often many years that transpirestranspire between a loss event, receipt of related claims data from policyholders and ultimate settlement of the claim. Reserves for propertyProperty and casualtyCasualty claims include provisions for payments to be made on reported claims (“case reserves”)(case reserves), claims incurred but not yet reported (“IBNR”)(IBNR) and associated settlement expenses (together, “loss reserves”)loss reserves).
The process by which these reserves are established requires reliance upon estimates based on known facts and on interpretations of circumstances, including the Company's experience with similar cases and historical trends involving claim payments and related patterns, pending levels of unpaid claims and product mix, as well as other factors including court decisions, economic conditions, public attitudes and medical costs. The Company calculates and records a single best estimate of the reserve (which is equal to the actuarial point estimate) as of each balance sheetreporting date.

Reserves are reestimatedre-estimated quarterly. Changes to reserves are recorded in the period in which development factor changes result in reserve reestimates.re-estimates. A detailed discussion of the process utilized to estimate loss reserves, risk factors considered and the impact of adjustments recorded during recent years is included in “NotesNotes to Consolidated Financial Statements -- Note 4 --5 — Property and Casualty Unpaid Claims and Claim Expenses”.Expenses. Due to the nature of the Company’sCompany's personal lines business, the Company has no exposure to losses related to claims for toxic waste cleanup, other environmental remediation or asbestos-related illnesses other than claims under homeownersproperty insurance policies for environmentally related items such as mold.


Based on the Company’sCompany's products and coverages, historical experience, and modeling of various actuarial methodologies used to develop reserve estimates, the Company estimates that the potential variability of the propertyProperty and casualtyCasualty loss reserves within a reasonable probability of other possible outcomes may be approximately plus or minus 6%6.0%, which equates to plus or minus approximately $10$10.0 million of net income based on net reserves as of December 31, 2014.2017. Although this evaluation reflects the most likely outcomes, it is possible the final outcome may fall below or above these estimates.

F-8

There are a number of assumptions involved in the determination of the Company’s propertyCompany's Property and casualtyCasualty loss reserves. Among the key factors affecting recorded loss reserves for both long-tail and short-tail related coverages, claim severity and claim frequency are of particular significance. Management estimates that a 2%2.0% change in claim severity or claim frequency for the most recent 36 month period is a reasonably likely scenario based on recent experience and would result in a change in the estimated net reserves of between $6.0$7.0 million and $10.0$11.0 million for long-tail liability related exposures (automobile liability coverages) and between $2.0$1.0 million and $4.0$3.0 million for short-tail liability related exposures (homeowners(property and automobile physical damage coverages). Actual results may differ, depending on the magnitude and direction of the deviation.



The Company’sCompany's actuaries discuss their loss and loss adjustment expense actuarial analysis with management. As part of this discussion, the indicated point estimate of the IBNR loss reserve by line of business (coverage) is reviewed. The CompanyCompany's actuaries also discuss any indicated changes to the underlying assumptions used to calculate the indicated point estimate. Any variance between the indicated reserves from these changes in assumptions and the previously carried reserves is reviewed. After discussion of these analyses and all relevant risk factors, management determines whether the reserve balances require adjustment. The Company’sCompany's best estimate of loss reserves may change depending on a revision in the underlying assumptions.

The Company’sCompany's liabilities for unpaid claims and claim expenses for the propertyProperty and casualty segmentCasualty were as follows:

  December 31, 2014  December 31, 2013 
  Case  IBNR     Case  IBNR    
     Reserves        Reserves        Total (1)        Reserves        Reserves        Total (1) 
                   
Automobile liability $85.1  $146.7  $231.8  $75.8  $119.7  $195.5 
Automobile other  8.7   0.5   9.2   7.3   1.3   8.6 
Homeowners  18.3   37.9   56.2   12.5   40.4   52.9 
All other  1.9   12.0   13.9   3.5   15.3   18.8 
Total $114.0  $197.1  $311.1  $99.1  $176.7  $275.8 

($ in millions) December 31, 2017 December 31, 2016
  
Case
Reserves
 
IBNR
Reserves
 Total (1) 
Case
Reserves
 
IBNR
Reserves
 Total (1)
             
Automobile liability $97.3
 $164.5
 $261.8
 $95.2
 $152.5
 $247.7
Automobile other 11.9
 0.7
 12.6
 6.9
 1.8
 8.7
Property 9.2
 26.0
 35.2
 11.2
 26.2
 37.4
All other 1.4
 8.2
 9.6
 2.9
 11.1
 14.0
Total $119.8
 $199.4
 $319.2
 $116.2
 $191.6
 $307.8
(1)These amounts are gross, before reduction for ceded reinsurance reserves.


The facts and circumstances leading to the Company’s reestimateCompany's re-estimate of reserves relate to revisions of the development factors used to predict how losses are likely to develop from the end of a reporting period until all claims have been paid. ReestimatesRe-estimates occur because actual loss amounts are different than those predicted by the estimated development factors used in prior reserve estimates. At December 31, 2014,2017, the impact of a reserve reestimationre-estimation resulting in a 1%1.0% increase in net reserves would be a decrease of approximately $2$2.0 million in net income. A reserve reestimationre-estimation resulting in a 1%1.0% decrease in net reserves would increase net income by approximately $2$2.0 million.


Favorable prior years’years' reserve reestimates increased net income in 20142017 by approximately $11.1$2.7 million pretax, primarily the result of favorable frequency and severity trends in voluntary automobile lossesproperty for accident years 20112015 and prior. The lower than expected claims emergence and resultant lower expected loss ratios caused the Company to lower its reserve estimate at December 31, 2014.

F-9
2017.

Information regarding the Company’s property

Investment Contract and casualty claims and claim expense reserve development table as of December 31, 2014 is located in “Business -- Property and Casualty Segment -- Property and Casualty Reserves”. Information regarding property and casualty reserve reestimates for each of the years in the three year period ended December 31, 2014 is located in “Results of Operations for the Three Years Ended December 31, 2014 -- Benefits, Claims and Settlement Expenses”.

Liabilities for FutureLife Policy Benefits

Reserves

Liabilities for future benefits on life and annuity policies are established in amounts adequate to meet the estimated future obligations on policies in force. Liabilities for future policy benefits on certain life insurance policies are computed using the net level premium method and are based on assumptions as to future investment yield, mortality and lapses. Mortality and lapse assumptions for all policies have been based on actuarial tables which are consistent with the Company's own experience. In the event actual experience is worse than the assumptions, additional reserves may be required. This would result in a charge to income for the period in which the increase in reserves occurred. Liabilities for future benefits on annuity contracts and certain long-duration life insurance contracts are carried at accumulated policyholder values without reduction for potential surrender or withdrawal charges. See also “NotesNotes to Consolidated Financial Statements -- Note 1 -- Summary of Significant Accounting Policies -- Future— Investment Contract and Life Policy Benefits, Interest-sensitive Life Contract Liabilities and Annuity Contract Liabilities”.

Deferred Taxes

Deferred tax assets and liabilities represent the tax effect of the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. The Company evaluates deferred tax assets periodically to determine if they are realizable. Factors in the determination include the performance of the business including the ability to generate taxable income from a variety of sources and tax planning strategies. If, based on available information, it is more likely than not that the deferred income tax asset will not be realized, then a valuation allowance must be established with a corresponding charge to net income. Charges to establish a valuation allowance could have a material adverse effect on the Company’s results of operations and financial position. See also “Notes to Consolidated Financial Statements -- Note 7 -- Income Taxes”.

Valuation of Liabilities Related to the Defined Benefit Pension Plan

Effective April 1, 2002, participants stopped accruing benefits under the defined benefit pension plan but continue to retain the benefits they had accrued to that date. See also “Notes to Consolidated Financial Statements -- Note 9 -- Pension Plans and Other Postretirement Benefits”.

The Company's cost estimates for its defined benefit pension plan are determined annually based on assumptions which include the discount rate, expected return on plan assets, anticipated retirement rate and estimated lump sum distributions. A discount rate of 3.66% was used by the Company for estimating accumulated benefits under the plan at December 31, 2014, which was based on the average yield for long-term, high grade securities having maturities generally consistent with the defined benefit pension payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve. The expected annual return on plan assets assumed by the Company at

F-10
Reserves.

December 31, 2014 was 7.5%. The assumption for the long-term rate of return on plan assets was determined by considering actual investment experience during the lifetime of the plan, balanced with reasonable expectations of future growth considering the various classes of assets and percentage allocation for each asset class. Management believes that it has adopted reasonable assumptions for investment returns, discount rates and other key factors used in the estimation of pension costs and asset values.

To the extent that actual experience differs from the Company's assumptions, subsequent adjustments may be required, with the effects of those adjustments charged or credited to income and/or shareholders' equity for the period in which the adjustments are made. Generally, a change of 50 basis points in the discount rate would inversely impact pension expense and accumulated other comprehensive income (“AOCI”) by approximately $0.1 million and $1.1 million, respectively. In addition, for every $1 million increase (decrease) in the value of pension plan assets, there is a comparable pretax increase (decrease) in AOCI.


F-8





Results of Operations for the Three Years Ended December 31, 2014

2017

Insurance Premiums and Contract Charges

  Year Ended  Change From  Year Ended 
  December 31,  Prior Year  December 31, 
  2014  2013  Percent  Amount  2012 
Insurance premiums written and contract deposits (includes annuity and life contract deposits)                    
Property & casualty (1) $584.4  $570.4   2.5% $14.0  $550.8 
Annuity deposits  480.6   423.0   13.6%  57.6   417.6 
Life  102.7   100.8   1.9%  1.9   99.3 
Total $1,167.7  $1,094.2   6.7% $73.5  $1,067.7 
                     
Insurance premiums and contract charges earned (excludes annuity and life contract deposits)                    
Property & casualty (1) $581.8  $561.9   3.5% $19.9  $546.3 
Annuity  25.6   22.6   13.3%  3.0   21.8 
Life  108.4   106.4   1.9%  2.0   102.4 
Total $715.8  $690.9   3.6% $24.9  $670.5 

($ in millions) 
Year Ended
December 31,
 
Change From
Prior Year
 
Year Ended
December 31,
  2017 2016 Percent Amount 2015
Insurance premiums written and contract
deposits (includes annuity and
life contract deposits)
          
Property and Casualty $662.8
 $634.3
 4.5 % $28.5
 $605.8
Retirement (annuity) 453.1
 520.2
 -12.9 % (67.1) 548.0
Life 111.2
 108.0
 3.0 % 3.2
 102.7
Total $1,227.1
 $1,262.5
 -2.8 % $(35.4) $1,256.5
           
Insurance premiums and contract
charges earned (excludes annuity
and life contract deposits)
          
Property and Casualty $648.3
 $620.5
 4.5 % $27.8
 $596.0
Retirement (annuity) 28.0
 24.9
 12.4 % 3.1
 25.4
Life 118.4
 113.7
 4.1 % 4.7
 110.5
Total $794.7
 $759.1
 4.7 % $35.6
 $731.9
 

(1)Includes voluntary business and an immaterial amount of involuntary business.  Voluntary business represents policies sold through the Company's marketing organization and issued under the Company's underwriting guidelines.  Involuntary business consists of allocations of business from state mandatory insurance facilities and assigned risk business.

Number of Policies and Contracts in Force

(actual counts)

  As of December 31, 
     2014        2013        2012 
Property and casualty (voluntary)            
Automobile  480,702   482,231   486,400 
Property  229,072   234,938   237,436 
Total  709,774   717,169   723,836 
Annuity  202,572   194,523   188,918 
Life  200,867   200,161   201,561 

F-11
  As of December 31,
  2017 2016 2015
Property and Casualty      
Automobile 478,951
 484,915
 486,939
Property 216,306
 220,137
 224,531
Total 695,257
 705,052
 711,470
Retirement 223,287
 219,105
 211,071
Life 197,889
 197,937
 201,789
For 2014,2017, the Company’sCompany's premiums written and contract deposits* of $1,227.1 million decreased $35.4 million, or 2.8% driven by a decline in sales of single premium annuity products in Retirement. For 2016, the Company's premiums written and contract deposits of $1,167.7$1,262.5 million increased $73.5$6.0 million, or 6.7%0.5%, compared to a year earlier, reflecting growth in each of the Company’s three segments, led by the annuity segment. For 2013, the Company’s premiums written and contract deposits of $1,094.2 million increased $26.5 million, or 2.5%, compared to a year earlier, also reflecting growth in all three of the Company’s segments, led by the property and casualty segment.2015. The Company’sCompany's premiums and contract charges earned increased $24.9$35.6 million, or 3.6%4.7%, compared to 2013,2016, primarily due to increases in average premium per policy for both homeownersproperty and automobile. For 2013,2016, the Company’sCompany's premiums and contract charges earned increased $20.4$27.2 million, or 3.0%3.7%, compared to 2012, also2015 primarily due to increases in average premium per policy for both homeownersproperty and automobile.


Total voluntary automobileProperty and homeownersCasualty premiums writtenwritten* increased 2.4%4.5%, or $13.6$28.5 million, in 2014,2017, compared to 2013. Average2016, primarily due to increases in average written premium per policy for both automobileproperty and homeowners increased compared toautomobile. For 2017, the prior year, with the impact partially offset by a reduced level of policies in force during 2014. For 2014, the Company’sCompany's full year rate plan anticipated mid-single digit average rate increases (including states with no rate actions) for both automobile and homeowners;property; average approved rate changes during 20142017 were consistent with those plansslightly higher at 4%8.7% for automobile and 5%slightly lower at 4.3% for homeowners. For 2013, the Company’s average approved rate changes (including states with no rate actions) for automobile and homeowners were 6% and 9%, respectively.

property.



Based on policies in force, the 2014 voluntary automobile 12 month retention rate for new and renewal policies was 84.7%83.0% compared to 84.8%83.5% at December 31, 20132016 and 84.7% at December 31, 2012.2015, respectively, with the decrease due to recent rate and underwriting actions. The property 12 month new and renewal policy retention rate was 87.9%87.6%, 89.0%87.8% and 89.6%88.3% at December 31, 2014, 20132017, 2016 and 2012, respectively. Although modestly lower than 12 months earlier,2015, respectively, with the 2014 retention rates have been favorably impacted by the Company’s focus on expanding the number of multiline customersdecrease due to recent rate and customer utilization of automatic payment plans, particularly for voluntary automobile business.

Voluntary automobileunderwriting actions.

Automobile premiums writtenwritten* increased 2.4%5.8%, or $8.8$24.8 million, compared to 2013.2016. In 2013, voluntary automobile premium written increased 3.2%, or $11.4 million, compared to 2012. In 2014,2017, the average written premium per policy and average earned premium per policy increased approximately 3%6.1% and 4%5.7%, respectively, compared to a year earlier, which was partially offset by2016. In 2016, automobile premiums written increased 5.9%, or $23.7 million, compared to 2015. In 2016, the decline inaverage written premium per policy and average earned premium per policy increased 5.0% and 3.8%, respectively, compared to 2015. For automobile, the number of educator policies has been stable relative to overall automobile policies over the past three years as educators represented 85.2%, 85.2% and 85.0% of the automobile policies in force.force as of December 31, 2017, 2016 and 2015, respectively.
Property premiums written* increased 1.7%, or $3.5 million, compared to 2016. Property premiums written increased 2.4%, or $4.8 million, compared to 2015. While the number of property policies in force has declined, the average written premium per policy and average earned premium per policy increased 2.2% and 2.6%, respectively, in 2017 compared to 2016. In 2013,addition, reduced catastrophe reinsurance costs benefited the current period premiums written by approximately $0.5 million. In 2016, while the number of property policies in force declined, the average written premium per policy and average earned premium per policy each increased approximately 3%, compared to a year earlier, which was partially offset by that year’s decline in policies in force. The number of educator policies decreased more modestly than the total policy count over the three year period and represented approximately 84%, 84% and 83% of the voluntary automobile policies in force at December 31, 2014, 2013 and 2012, respectively.

Voluntary homeowners premiums written increased 2.5%, or $4.8 million, compared to 2013. In 2013, voluntary homeowners premium written increased 4.3%, or $8.1 million, compared to 2012. The average written premium per policy and average earned premium per policy increased approximately 4% and 5%, respectively, in 20143.5% compared to a year earlier. In addition, reduced catastrophe reinsurance costs benefitted 2014 by approximately $3 million, while these costs for 2013 were comparable to those in 2012. In 2013, the average written and earned premium per policy increased 5% and 3%, respectively, compared to 2012. Similar to the automobile line of business,For property, the number of educator policies declined more modestly thanhas been stable relative to overall property policies over the total homeowners policy countpast three years as educators represented 82.3%, 82.0% and represented approximately 80%81.5% of the homeownersproperty policies in force atas of December 31, 2014, compared to approximately 79%2017, 2016 and

F-12
2015, respectively.

78% at December 31, 2013 and 2012, respectively. The number of educator policies and total policies has been, and may continue to be, impacted by the Company’s risk mitigation programs, including actions in catastrophe-prone coastal areas, involving policies of both educators and non-educators.

The Company continues to evaluate and implement actions to further mitigate its risk exposure in hurricane-prone areas, as well as other areas of the country. Such actions could include, but are not limited to, non-renewal of homeownersproperty policies, restricted agent geographic placement, limitations on agent new business sales, further tightening of underwriting standards and increased utilization of third-party vendor products. In 2014 the Company initiated a program to further address homeowners profitability and hurricane exposure issues in Florida. The Company identified for non-renewal about 4,800 policies, approximately 95% of its December 31, 2013 Florida book of property business, starting with June 2014 policy effective dates. As of December 31, 2014, approximately 3,400 of the policies in the non-renewal program had been terminated, with the remainder expected to terminate over the first six months of 2015. While this program will impact the overall policy in force count and premiums in the short-term, it is expected to reduce risk exposure concentration, reduce overall catastrophe reinsurance costs and improve homeowners longer-term underwriting results. The Company continues to write policies for tenants and condominium owners in Florida. And, the Company has authorized its agents to write certain third-party vendors’ homeowners policies in Florida.


For 2014,2017, total annuity deposits received increased 13.6%deposits* decreased 12.9%, or $57.6$67.1 million, compared to the prior year, driven by2016. The 2017 decrease reflected a 21.9% increase21.3% decrease in single premium and rollover deposit receipts, accompanied by a 2.5% increase inwhile recurring deposit receipts. As further described in “Sales” below, the Company’s recently introduced fixed indexed annuity contract contributed to the favorable result in 2014. Totalreceipts were flat. For 2016, total annuity deposits received in 2013 increased 1.3%decreased 5.1%, or $5.4$27.8 million, compared to the prior year, with2015, including a 2.6% increase7.6% decrease in recurring deposit receipts accompanied byand a 0.4% increase3.3% decrease in single premium and rollover deposit receipts. The decrease is largely due to non-recurring deposits in 2015 related to changes in the Company's employee retirement savings plan.
In 2014,2017, new deposits to fixed accounts of $340.0$279.2 million increased 16.7%decreased 21.7%, or $48.7$77.4 million, and new deposits to variable accounts of $140.6$173.9 million increased 6.8%6.3%, or $8.9$10.3 million, compared to the prior year.2016. In 2013,2016, new deposits to fixed accounts of $356.6 million decreased 4.3%4.4%, or $13.1$16.5 million, and new deposits to variable accounts increased 16.3%of $163.6 million decreased 6.5%, or $18.5$11.3 million, compared to 2012. In addition to external contractholder deposits, annuity new deposits include contributions and transfers by Horace Mann’s employees in the Company’s 401(k) group annuity contract.

2015.

Total annuity accumulated value on deposit of $5.7$6.8 billion at December 31, 20142017 increased 6.2%5.2% compared to a year earlier,December 31, 2016, reflecting the increase from new deposits received as well as favorable retention and financial market performance.retention. Accumulated value retention for the variable annuity option was 94.0%89.5%, 94.0%94.7% and 94.3% for the 12 month periods ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively; fixed annuity retention was 94.5%92.6%, 95.2%94.6% and 95.4%94.8% for the respective years.

F-13



Variable annuity accumulated balances of $1.8$2.2 billion at December 31, 20142017 increased 3.8%11.9% compared to December 31, 2013,2016, reflecting favorablea positive impact from financial market performance over the 12 months (driven primarily by equity securities) partially offset by net balances transferred from the variable account option to the guaranteed interest rate fixed account option. Annuity segmentCompared to 2016, Retirement contract charges earned increased 13.3%12.4%, or $3.0 million, compared to 2013.$3.1 million. Variable annuity accumulated balances of $1.7$1.9 billion at December 31, 20132016 increased 25.0%6.8% compared to December 31, 2012,2015, reflecting favorablea positive impact from financial market performance over the 12 months (driven primarily by equity securities) partially offset by net balances transferred from the variable account option to the guaranteed interest rate fixed account option. Annuity segmentRetirement contract charges earned increased 3.7%decreased 2.0%, or $0.8$0.5 million, compared to 2012.

2015.

Life segmentpremiums and contract deposits* for 2017 increased 3.0%, or $3.2 million, compared to 2016, including the favorable impact of new ordinary life business growth. Life premiums and contract deposits for 20142016 increased 1.9%5.2%, or $1.9$5.3 million, compared to the prior year, due to2015, including the favorable impact of new ordinary life business growth. Life segment premiums and contract deposits for 2013 increased 1.5%, or $1.5 million, compared to the prior year. The ordinary life insurance in force lapse ratio was 4.0%4.9%, 4.3% and 4.1% for the 12 months ended December 31, 2014 compared to 4.4%2017, 2016 and 4.2% for the 12 months ended December 31, 20132015, respectively.

Sales*
For 2017, Property and 2012, respectively.

Sales

For 2014, property and casualtyCasualty new annualized sales premiums increased 3.5% -- including notable growth in the fourth quarter --4.9% compared to 2013,2016, as 5.6%4.9%, or $4.4 million, growth in new automobile sales was partially offsetaccompanied by growth in property sales of 4.4%, or $0.8 million.

During the second quarter of 2017, the Company introduced a 5.6% decline in homeowners sales. The 2014 decline in homeowners sales was largely dueseries of annuity products featuring a level commissions structure based on account value and flexibility to continued risk mitigation initiatives disclosed above.

For sales by Horace Mann’s agency force,move between products without surrender charges. Although the Company’s annuityCompany continues to focus on new business levels continued to benefit fromproducts, agent training and marketing programs which focus onemphasize retirement planning, and build on the positive results produced in recent years resulting in a 26.4% increaseannuity sales by Horace Mann's Exclusive Distributors decreased 11.1% compared to 2013.2016 consistent with our expectations after removing commission-based products for new sales. Sales from the independent agentIndependent Agent distribution channel, which represent 7.0% of total annuity sales in 2017 and are largely single premium and rollover annuity deposits, decreased 7.8%31.7% compared to a year earlier. As a result, total Horace Mann annuity sales from the combined distribution channels increased 21.8%decreased 12.9%, or $67.1 million, compared to 2013, led by sales of the Company’s new fixed indexed annuity product as described below. Overall, the Company’s new recurring deposit business (measured on an annualized basis at the time of sale, compared to the reporting of new contract deposits which are recorded when cash is received) increased 21.2% compared to 2013, and single premium and rollover deposits for Horace Mann annuity products increased 21.9% compared to the prior year. In February 2014, the Company expanded its annuity product portfolio by introducing a fixed indexed annuity contract. This new product has been well received by the Company’s customers and represented approximately one-third of total2016. It should be noted that historically, reported annuity sales for full year 2014, largelyHM products were determined based on annualized new recurring deposits as well as single premium and rollover deposits. Previously,deposits/rollovers. Effective January 1, 2017, reported annuity sales are based on total recurring deposits as well as single deposits/rollovers. All historical annuity sales information presented has been revised to conform to the Company had entered into third-party vendor agreements to offer an indexed annuity product underwritten by the third parties.

new reporting methodology.


The Company’sCompany's introduction of new educator-focused portfolios of term and whole life products in recent years, including a single premium whole life product, hasas well as the IUL product, have contributed to thean increase in sales of proprietary life products. For 2014,2017, sales of Horace Mann’sMann's proprietary life insurance products totaled $11.1$17.7 million, representing an increase of 30.6%13.5%, or $2.1 million, compared to the prior year.

F-14
2016, including an increase of $2.0 million for single premium sales.



Distribution System

At December 31, 2014,2017, there was a combined total of 755694 Exclusive Agencies and Employee Agents,Distributors, compared to 759683 at December 31, 20132016 and 760742 at December 31, 2012.2015. The Company has beguncontinues to introduceexpect higher quality standards for agents and agencies focusedExclusive Distributors to focus on improving both customer experiences and agent productivity.productivity in their respective territories. The dedicated sales force is supported by the Company’sCompany's customer contact center which provides a means for educators to begin their experience directly with the Company, if that is their preference. The Customer Contact Center.

Center is also able to assist educators in territories which are not currently served by an Exclusive Distributor.


As mentioned above, the Company also utilizes a nationwide network of Independent Agents who comprise an additional distribution channel for the Company’sCompany's 403(b) tax-qualified annuity products. The Independent Agent distribution channel included 493266 authorized agents at December 31, 2014.2017. During 2014,2017, this channel generated $34.4$31.7 million in annualized new annuity sales for the Company compared to $37.3$46.4 million for 20132016 and $55.0$53.3 million for 2012,2015, with the new business primarily comprised of single and rollover deposit business over the three year period.


Net Investment Income

For 2014, pretax2017, net investment income of $329.8$373.6 million pretax increased 5.2%3.4%, or $16.2$12.4 million, (5.0%(3.2%, or $10.6$7.7 million, after tax) compared to 2013. The2016. While annuity asset balances in Retirement continue to grow, overall investment results reflected an increase reflected growth in investment prepayment activity and favorable returns on alternative investments, partially offset by the sizeimpact of the average investment portfolio on an amortized cost basis and continued strong performance in the fixed maturity and alternative investment portfolios accompanied by the effects of increased prepayment activity in the asset-backed securities portfolio in 2014.current low interest rate environment. For 2013, pretax2016, net investment income of $313.6$361.2 million pretax increased 2.5%8.6%, or $7.6$28.6 million, (2.3%(7.9%, or $4.7$17.7 million, after tax) compared to 2012.2015. Average invested assets increased 6.3% over4.2% for the 12 monthsyear ended December 31, 2014.2017. The average pretax yield on the total investment portfolio was 5.32% (3.57%5.2% (3.4% after tax) for 2014,2017, compared to the pretax yield of 5.37% (3.61%5.2% (3.5% after tax) and 5.63% (3.79%5.1% (3.4% after tax) for 20132016 and 2012,2015, respectively. During 2014,2017, management continued to identify and securepurchase investments, including a modest level of alternative investments, with attractive risk-adjusted yields relative to market conditions without venturing into asset classes or individual securities that would be inconsistent with the Company’sCompany's overall conservative investment guidelines.

Net Realized Investment Gains and Losses

(Pretax)

For 2014,2017, net realized investment losses were $3.4 million compared to net realized investment gains (pretax) were $10.9 million compared to realized investment gains of $22.2$4.1 million and $27.3$12.7 million in 20132016 and 2012,2015, respectively. The net gains and losses in all periods were realized primarily from ongoing investment portfolio management activity.

activity and, when determined, the recognition of OTTI.

For 2017, the year ended December 31, 2014,Company's net realized investment losses of $3.4 million included $30.5 million of gross gains realized on security sales partially offset by $21.3 million of realized losses primarily on securities that were disposed of during 2017 and $12.6 million of OTTI charges recorded largely on Puerto Rico and other fixed maturity securities, as well as some equity securities.
For 2016, the Company’sCompany's net realized investment gains of $10.9$4.1 million included $26.7$23.3 million of gross gains realized on security sales and calls partially offset by $9.4$8.1 million of realized losses on securities that were disposed of during 2014, primarily mortgage-backed2016 and municipal securities, and the $6.4$11.1 million impairment chargeof OTTI charges recorded largely on Puerto Rico and energy sector fixed maturity securities, inas well as some equity securities.


For 2015, the fourth quarter.

F-15

For the year ended December 31, 2013, the Company’sCompany's net realized investment gains of $22.2$12.7 million included $29.4$39.6 million of gross gains realized on security sales and calls partially offset by $5.7$7.4 million of realized losses on securities that were disposed of during 20132015, primarily mortgage-backed and $1.5 million in impairment charges.

For the year ended December 31, 2012, the Company’s net realized investment gains of $27.3 million included $39.9municipal securities, and $19.5 million of gross gains realizedOTTI charges recorded largely on security salesenergy sector and calls partially offset by $12.6 million of realized losses on securities that were disposed of during 2012, primarily commercial mortgage-backedPuerto Rico fixed maturity securities and also corporate securities to a lesser extent. There were no other-than-temporary impairment write-downs on securities in 2012. Gains realized on security disposals during 2012 included $4.6 million related to securities on which the Company had previously recognized other-than-temporary impairment write-downs.

one unrelated equity security.

The Company, from time to time, sells securities subsequent to the balance sheetreporting date that were considered temporarily impaired at the balance sheetreporting date. Such sales are due to issuer-specificissuer specific events occurring subsequent to the balance sheetreporting date that result in a change in the Company’sCompany's intent to sell an invested asset.

F-16


Fixed Maturity Securities and Equity Securities Portfolios

The table below presents the Company’sCompany's fixed maturity securities and equity securities portfolios by major asset class, including the ten largest sectors of the Company’sCompany's corporate bond holdings (based on fair value). Compared to December 31, 2013, yields on intermediate and long maturity U.S. Treasury securities decreased and2016, credit spreads were narrower on municipal securities offset by wider corporate spreads in 2014, the combination oftighter across most asset classes at December 31, 2017 and U.S. Treasury rates were mostly flat, which resulted in an increase inhigher net unrealized investment gains for virtually all classes ofin the Company’sCompany's fixed maturity securities holdings.

  December 31, 2014 
      Amortized Pretax Net 
  Number of Fair Cost or Unrealized 
  Issuers Value Cost Gain (Loss) 
Fixed maturity securities             
Corporate bonds             
Banking and Finance  83 $534.9 $491.8 $43.1 
Energy  73  293.6  271.5  22.1 
Insurance  43  223.0  192.6  30.4 
Utilities  39  211.7  180.9  30.8 
Real estate  35  164.3  153.8  10.5 
Technology  33  161.6  155.9  5.7 
Transportation  28  146.9  137.1  9.8 
Telecommunications  24  137.9  128.5  9.4 
Broadcasting and Media  32  134.4  118.8  15.6 
Metal and Mining  17  130.0  127.5  2.5 
All Other Corporates (1)  200  696.6  650.3  46.3 
Total corporate bonds  607  2,834.9  2,608.7  226.2 
Mortgage-backed securities             
U.S. Government and federally sponsored agencies  382  535.7  484.6  51.1 
Commercial (2)  48  169.2  165.3  3.9 
Other  22  39.9  36.8  3.1 
Municipal bonds (3)  514  1,647.8  1,462.7  185.1 
Government bonds             
U.S.  9  538.2  512.6  25.6 
Foreign  9  59.5  52.5  7.0 
Collateralized debt obligations (4)  88  528.6  528.2  0.4 
Asset-backed securities  97  539.3  523.8  15.5 
Total fixed maturity securities  1,776 $6,893.1 $6,375.2 $517.9 
              
Equity securities             
Non-redeemable preferred stocks  12 $22.1 $22.7 $(0.6)
Common stocks  157  68.4  57.2  11.2 
Closed-end fund  1  20.1  20.0  0.1 
Total equity securities  170 $110.6 $99.9 $10.7 
              
Total  1,946 $7,003.7 $6,475.1 $528.6 

  December 31, 2017
($ in millions) 
Number of
Issuers
 
Fair
Value
 
Amortized
Cost or
Cost
 
Pretax Net
Unrealized
Gain (Loss)
Fixed maturity securities        
Corporate bonds        
Banking & Finance 116
 $657.3
 $619.5
 $37.8
Insurance 55
 278.2
 250.3
 27.9
Energy (1) 57
 222.3
 207.5
 14.8
Technology 34
 182.9
 175.3
 7.6
HealthCare,Pharmacy 45
 161.6
 151.8
 9.8
Real Estate 40
 155.0
 147.4
 7.6
Utilities 38
 142.9
 123.7
 19.2
Transportation 36
 136.5
 129.9
 6.6
Telecommunications 19
 90.1
 82.7
 7.4
Food and Beverage 20
 81.8
 78.5
 3.3
All other corporates (2) 181
 470.4
 442.9
 27.5
Total corporate bonds 641
 2,579.0
 2,409.5
 169.5
Mortgage-backed securities  
  
  
  
U.S. Government and federally sponsored agencies 233
 442.3
 417.3
 25.0
Commercial (3) 137
 582.0
 580.7
 1.3
Other 29
 87.8
 86.8
 1.0
Municipal bonds (4) 398
 1,893.3
 1,711.6
 181.7
Government bonds  
  
  
  
U.S. 39
 735.4
 714.6
 20.8
Foreign 16
 102.7
 96.7
 6.0
Collateralized loan obligations (5) 115
 649.7
 647.1
 2.6
Asset-backed securities 104
 651.9
 638.7
 13.2
Total fixed maturity securities 1,712
 $7,724.1
 $7,303.0
 $421.1
         
Equity securities  
  
  
  
Non-redeemable preferred stocks 12
 $61.5
 $58.6
 $2.9
Common stocks 97
 53.4
 37.7
 15.7
Closed-end fund 1
 20.6
 20.0
 0.6
Total equity securities 110
 $135.5
 $116.3
 $19.2
         
Total 1,822
 $7,859.6
 $7,419.3
 $440.3
(1)At December 31, 2017, the fair value amount included $15.5 million which were non-investment grade.
(2)The All Other Corporates category contains 2019 additional industry classifications. Health care, consumer products,Gaming, broadcast and media, natural gas, foodmetal and beverage,mining and retail and gaming represented $494.8$306.0 million of fair value at December 31, 2014,2017, with the remaining 14 classifications each representing less than $33$29.7 million.
(2)
(3)At December 31, 2014,2017, 100% were investment grade, with an overall credit rating of AA, and the positions were well diversified by property type, geography and sponsor.
(3)
(4)Holdings are geographically diversified, approximately 50%40.2% are tax-exempt and 79%77.8% are revenue bonds tied to essential services, such as mass transit, water and sewer. The overall credit quality of the municipal bond portfolio was AA- at December 31, 2014.2017.
(4)(5)Based on fair value, 95.7%96.7% of the collateralized debtloan obligation securities were rated investment grade by Standard and Poor’s Corporation (“S&P”)&P, Moody's and/or Moody’s Investors Service, Inc. (“Moody’s”)Fitch at December 31, 2014.2017.

F-17

At December 31, 2014,2017, the Company’sCompany's diversified fixed maturity securities portfolio consisted of 2,2092,701 investment positions, issued by 1,7761,712 entities, and totaled approximately $6.9$7.7 billion in fair value. This portfolio was 96.3%96.5% investment grade, based on fair value, with an average quality rating of A.A+. The Company’sCompany's investment guidelines generally limit single corporate issuer concentrations to 0.5% of invested assets for “AA”AA or “AAA”AAA rated securities, 0.35% of invested assets for “A”A or “BBB”BBB rated securities, and 0.2% of invested assets for non-investment grade securities.


The following table presents the composition and value of the Company’sCompany's fixed maturity securities and equity securities portfolios by rating category. At December 31, 2014, 95.4%2017, 95.6% of these combined portfolios were investment grade, based on fair value, with an overall average quality rating of A.A+. The Company has classified the entire fixed maturity securities and equity securities portfolios as available for sale, which are carried at fair value.


Rating of Fixed Maturity Securities and Equity Securities (1)

(Dollars$ in millions)

  December 31, 2014 
  Percent       
  of Total       
  Fair  Fair  Amortized 
  Value  Value  Cost or Cost 
Fixed maturity securities            
AAA  6.8% $471.9  $454.8 
AA (2)  36.5   2,513.3   2,308.4 
A  24.5   1,689.0   1,528.7 
BBB  28.5   1,966.3   1,835.7 
BB  1.9   129.9   126.1 
B  1.4   99.0   98.0 
CCC or lower  0.1   4.2   4.2 
Not rated (3)  0.3   19.5   19.3 
Total fixed maturity securities  100.0% $6,893.1  $6,375.2 
Equity securities            
AAA  -   -   - 
AA  3.7% $4.1  $4.1 
A  -   -   - 
BBB  33.2   36.7   37.1 
BB  1.4   1.5   1.5 
B  -   -   - 
CCC or lower  -   -   - 
Not rated (4)  61.7   68.3   57.2 
Total equity securities  100.0% $110.6  $99.9 
             
Total     $7,003.7  $6,475.1 

  December 31, 2017
($ in millions) 
Percent
of Total
Fair
Value
 
Fair
Value
 
Amortized
Cost or Cost
Fixed maturity securities  
  
  
AAA 7.4% $571.8
 $554.5
AA (2) 40.4
 3,121.5
 2,966.4
A 23.8
 1,838.7
 1,710.3
BBB 24.8
 1,915.1
 1,806.6
BB 2.2
 173.8
 170.1
B 0.6
 47.3
 46.8
CCC or lower 0.1
 1.3
 1.3
Not rated (3) 0.7
 54.6
 47.0
Total fixed maturity securities 100.0% $7,724.1
 $7,303.0
Equity securities  
  
  
AAA 
 
 
AA 
 
 
A 
 
 
BBB 45.4% $61.5
 $58.6
BB 
 
 
B 
 
 
CCC or lower 
 
 
Not rated 54.6
 74.0
 57.7
Total equity securities 100.0% $135.5
 $116.3
       
Total  
 $7,859.6
 $7,419.3
(1)Ratings are as assigned primarily by S&P when available, with remaining ratings as assigned on an equivalent basis by Moody’s.Moody's or Fitch. Ratings for publicly traded securities are determined when the securities are acquired and are updated monthly to reflect any changes in ratings.
(2)At December 31, 2014,2017, the AA rated fair value amount included $538.2$735.4 million of U.S. Government and federally sponsored agency securities and $535.7$603.9 million of mortgage- and asset-backed securities issued by U.S. Government and federally sponsored agencies.
(3)This category primarily represents private placement and municipal securities not rated by either S&P, Moody's or Moody’s.
(4)This category represents common stocks that are not rated by either S&P or Moody’s.Fitch.




At December 31, 2014,2017, the fixed maturity securities and equity securities portfolios had a combined $29.4$22.8 million pretax of gross unrealized investment losses on $1,135.1$1,359.2 million fair value related to 346512 positions. Of the investment positions (fixed maturity securities and equity securities) with gross unrealized investment losses, 10there were none trading below 80%80.0% of bookthe carrying value at December 31, 2014 and were not considered other-than-temporarily impaired. These positions had fair value of $19.5 million, representing 0.3% of the Company’s total investment portfolio at fair value, and had a gross unrealized loss of $6.9 million.

F-18
2017.

The Company views the unrealized investment losses of all of the securities at December 31, 20142017 as temporary. Therefore, no impairment of these securities was recorded at December 31, 2014. Future changes in circumstances related to these and other securities could require subsequent recognition of other-than-temporary impairment losses.

OTTI.

Benefits, Claims and Settlement Expenses

  Year Ended
December 31,
  
Change From
Prior Year
  Year Ended
December 31,
 
  2014  2013  Percent  Amount        2012 
                
Property and casualty $399.5  $385.6   3.6% $13.9  $389.4 
Annuity  2.2   1.8   22.2%  0.4   3.3 
Life  66.7   60.9   9.5%  5.8   55.5 
Total $468.4  $448.3   4.5% $20.1  $448.2 
                     
Property and casualty catastrophe losses, included above (1) $37.5  $40.2   -6.7% $(2.7) $43.3 

($ in millions) 
Year Ended
December 31,
 
Change From
Prior Year
 
Year Ended
December 31,
  2017 2016 Percent Amount 2015
           
Property and Casualty $496.3
 $464.1
 6.9% $32.2
 $420.3
Retirement 5.8
 3.9
 48.7% 1.9
 3.2
Life 80.2
 73.1
 9.7% 7.1
 72.9
Total $582.3
 $541.1
 7.6% $41.2
 $496.4
           
Property and Casualty catastrophe losses,
included above (1)
 $61.8
 $60.0
 3.0% $1.8
 $44.4
(1)See footnote (1) to the table below.Property and Casualty catastrophe losses were incurred as follows:

  Year Ended December 31,
  2017 2016 2015
Three months ended      
March 31 $17.2
 $12.7
 $10.5
June 30 32.4
 27.3
 21.3
September 30 8.6
 8.4
 5.0
December 31 3.6
 11.6
 7.6
Total full year $61.8
 $60.0
 $44.4



Property and Casualty Claims and Claim Expenses (“losses”)

  Year Ended December 31, 
  2014  2013  2012 
Incurred claims and claim expenses:                   
Claims occurring in the current year $416.5  $403.6  $406.6 
Decrease in estimated reserves for claimsoccurring in prior years (2)         (17.0)  (18.0)  (17.2)
Total claims and claim expenses incurred $399.5  $385.6  $389.4 
             
Property and casualty loss ratio:            
Total  68.7%  68.6%  71.3%
Effect of catastrophe costs, included above (1)  6.5%  7.2%  8.0%
Effect of prior years’ reserve development, included above (2)  -2.9%  -3.3%  -3.2%

(losses)

($ in millions) Year Ended December 31,
  2017 2016 2015
Incurred claims and claim expenses:  
  
  
Claims occurring in the current year $499.0
 $471.1
 $432.8
Decrease in estimated reserves for claims occurring in prior years (1) (2.7) (7.0) (12.5)
Total claims and claim expenses incurred $496.3
 $464.1
 $420.3
       
Property and Casualty loss ratio:  
  
  
Total 76.6 % 74.8 % 70.5 %
Effect of catastrophe costs, included above 9.5 % 9.7 % 7.4 %
Effect of prior years' reserve development, included above -0.4 % -1.1 % -2.1 %
(1)
Property and casualty catastrophe losses were incurred as follows:

  2014  2013  2012 
Three months ended            
March 31 $6.3  $5.7  $5.9 
June 30  23.5   22.5   29.2 
September 30  5.7   9.1   5.4 
December 31  2.0   2.9   2.8 
Total full year $37.5  $40.2  $43.3 

(2)
(1)Shows the amounts by which the Company decreased its reserves in each of the periods indicated for claims occurring in previous years to reflect subsequent information on such claims and changes in their projected final settlement costs indicating that the actual and remaining projected losses for prior years are below the level anticipated in the previous December 31 loss reserve estimate.

  2014  2013  2012 
Three months ended            
March 31 $(4.0) $(3.3) $(4.0)
June 30  (3.0)  (2.6)  (4.5)
September 30  (4.4)  (4.0)  (3.0)
December 31  (5.6)  (8.1)  (5.7)
Total full year $(17.0) $(18.0) $(17.2)

In 2014,

  Year Ended December 31,
  2017 2016 2015
Three months ended  
  
  
March 31 $(1.0) $(2.0) $(4.0)
June 30 (0.6) (1.6) (3.2)
September 30 (0.5) (0.7) (2.8)
December 31 (0.6) (2.7) (2.5)
Total full year $(2.7) $(7.0) $(12.5)

For 2017, the Company’sCompany's benefits, claims and settlement expenses increased $20.1$41.2 million, or 4.5%7.6%, compared to the prior year primarily reflecting improvementincreases in automobileProperty and Casualty current accident year losses, more thanloss severity and frequency and catastrophe costs as well as a $3.0 million increase in life mortality costs. In 2016, the Company's benefits, claims and settlement expenses increased $44.7 million, or 9.0%, compared to the prior year primarily reflecting increases in Property and Casualty current accident year loss severity and frequency — specifically, in automobile — and catastrophe costs, partially offset by an increasea reduction in homeownersproperty current accident year non-catastrophe losses and the more normal level of life mortality costs, consistent with actuarial models. In 2014, mortality costs were consistent with actuarial models and variability in the Company’s life mortality experience is not unexpected considering the size of Horace

F-19

Mann’s life insurance in force. The Company’s 2014 total property and casualty non-catastrophe current accident year loss ratio of 65.1% increased modestly compared to the 64.7% for 2013. In 2013, the Company’s benefits, claims and settlement expenses were comparable to the prior year, including a $3.1$4.0 million decrease in propertylife mortality costs.

For 2017, 2016 and casualty catastrophe losses and favorable development of prior years’ reserves increased modestly. In 2013, automobile and homeowner non-catastrophe losses for the current accident year were comparable to 2012 as measured in dollars while the non-catastrophe current accident year loss ratio of 64.7% for 2013 improved 1.8 percentage points compared to 2012.

For 2014, 2013 and 20122015, the favorable development of prior years’ propertyyears' Property and casualtyCasualty reserves of $17.0$2.7 million, $18.0$7.0 million and $17.2$12.5 million, respectively, for each year was the result of actual and remaining projected losses for prior years being below the level anticipated in the immediately preceding December 31st loss reserve estimateestimate. In 2017, the favorable development was predominantly the result of favorable severity trends in property for accident years 2015 and prior. For 2016, the favorable development was predominantly the result of favorable severity trends in property for accident years 2014 and prior. For 2015, the favorable development was primarily for accident years 20112013 and prior and predominantly the result of favorable frequency and severity trends in voluntaryproperty loss emergence, accompanied by favorable severity and frequency trends in automobile loss emergence.



For 2014,2017, the voluntary automobile loss ratio of 71.0% increased79.4% decreased by 0.50.8 percentage points compared to the prior year, including (1) the favorable impactsimpact of lower current accident year non-catastrophe losses for 2014 and rate actions taken in recent years and (2) the impact of catastrophe costs that resulted in a 0.2 percentage point decrease partially offset by (3) development of prior years' reserves that had a 0.2 percentage point less favorable impact in the current year. The property loss ratio of 70.5% for 2017 increased 6.6 percentage points compared to the prior year, including (1) the impact of higher current accident year non-catastrophe losses weather-related for 2017, (2) development of prior years’years' reserves that had a 1.21.5 percentage point less favorable impact in the current year, and (3) increased catastrophe losses for this line of business which represented a 0.3 percentage point increase in the current accident year loss ratio. The homeowners loss ratio of 64.6% for 2014 increased 0.3 percentage points compared to a year earlier, including a 2.9 percentage point decrease due to a smaller impact fromhigher catastrophe costs. Catastrophe costs represented 15.824.5 percentage points of the homeownersproperty loss ratio for 20142017 compared to 18.724.2 percentage points for 2013. In 2014, homeowners losses reflected a recent trend of more severe non-catastrophe weather-related and fire losses. Favorable development of prior years’ homeowners reserves represented a 1.1 percentage point reduction to the 2014 loss ratio compared to favorable impacts of 0.4 percentage point and 1.5 percentage points for the years ended December 31, 2013 and 2012, respectively.

2016.


Interest Credited to Policyholders

  Year Ended
December 31,
  Change From
Prior Year
  Year Ended
December 31,
 
  2014  2013  Percent  Amount  2012 
                
Annuity $132.5  $127.0   4.3% $5.5  $121.4 
Life  43.6   42.9   1.6%  0.7   42.2 
Total $176.1  $169.9   3.6% $6.2  $163.6 

($ in millions) 
Year Ended
December 31,
 
Change From
Prior Year
 
Year Ended
December 31,
  2017 2016 Percent Amount 2015
           
Retirement (annuity) $153.5
 $147.3
 4.2% $6.2
 $138.7
Life 45.1
 44.7
 0.9% 0.4
 44.1
Total $198.6
 $192.0
 3.4% $6.6
 $182.8
Compared to 2013,2016, the 20142017 increase in annuityRetirement segment interest credited reflected a 7.5%4.8% increase in average accumulated fixed deposits, at an average crediting rate of 3.6% for both years. Compared to a year earlier, the 2016 increase in Retirement interest credited reflected a 7.6% increase in average accumulated fixed deposits, partially offset by a 61 basis point decline in the average annual interest rate credited to 3.65%. Compared to a year earlier, the 2013 increase in annuity segment interest credited reflected an 8.6% increase in average accumulated fixed deposits, partially offset by a 15 basis point decline in the average annual interest rate credited to 3.71%3.6%. Life insurance interest credited increased slightly in both 20142017 and 20132016 as a result of the growth in interest-sensitivereserves for life insurance reserves.

F-20
products with account values.

The net interest spread on fixed annuity assets under management measures the difference between the rate of income earned on the underlying invested assets and the rate of interest which policyholders are credited on their account values. The net interest spreads for the years ended December 31, 2014, 20132017, 2016 and 20122015, were 201194 basis points, 199193 basis points and 211184 basis points, respectively. The net interest spread increased due to an increase for 2014 reflected continued solidin investment prepayment activity as well as favorable returns within the Company's alternative investment portfolio performance, including the benefitand a continuation of increased asset-backed security prepayment activity, and proactivedisciplined crediting rate management. While the net interest spread decrease in 2013 reflected lower average investment yields which weremanagement, partially offset by crediting rate decreases, the spread compression was more modest than management anticipated at the beginning of 2013 primarily as a resultpressures of the Company’s investment portfolio management.

low interest rate environment.

As of December 31, 2014,2017, fixed annuity account values totaled $3.9$4.6 billion, including $3.6$4.4 billion of deferred annuities. As shown in the table below, for approximately 86%86.6%, or $3.1$3.8 billion of the deferred annuity account values, the credited interest rate was equal to the minimum guaranteed rate. Due to limitations on the Company’sCompany's ability to further lower interest crediting rates, coupled with the expectation for continued low reinvestment interest rates, management anticipates fixed annuity spread compression in future periods. The majority of assets backing the net interest spread on fixed annuity business isare invested in fixed-incomefixed maturity securities.
The Company actively manages its interest rate risk exposure, considering a variety of factors, including earned interest rates, credited interest rates and the relationship between the expected durations of assets and liabilities. Management estimates that over the next 12 months approximately $665$510.6 million of the annuity segmentRetirement and life segmentLife combined investment portfolio and related investable cash flows will be reinvested at current market rates. As interest rates remain at low levels, borrowers may prepay or redeem the securities with greater frequency in order to borrow at lower market rates, which could increase investable cash flows and exacerbate the reinvestment risk.


As a general guideline, for a 100 basis point decline in the average reinvestment rate and based on the Company’sCompany's existing policies and investment portfolio, the impact from investing in that lower interest rate environment could further reduce annuity segmentRetirement net investment income by approximately $3.0$2.0 million in year one and $7.4$6.0 million in year two,further reducing the net interest spread by approximately 74 basis points and 1611 basis points in the respective periods, compared to the current period annualized net interest spread. The Company could also consider potential changes in rates credited to policyholders, tempered by any restrictions on the ability to adjust policyholder rates due to minimum guaranteed crediting rates.


The expectation for future net interest spreads is also an important component in the amortization of annuity deferred policy acquisition costs. In terms of the sensitivity of this amortization to the net interest spread, based on capitalized annuity policy acquisition costsDAC as of December 31, 20142017 and assuming all other assumptions are met, a 10 basis point deviation in the current year targeted interest rate spread assumption would impact amortization between $0.25$0.3 million and $0.35$0.4 million. This result may change depending on the magnitude and direction of any actual deviations but represents a range of reasonably likely experience for the noted assumption.

F-21

Additional information regarding the interest crediting rates and balances equal to the minimum guaranteed rate for deferred annuity account values is shown below.

  December 31, 2014 
         Deferred Annuities at 
  Total Deferred Annuities  Minimum Guaranteed Rate 
        Percent of       
  Percent  Accumulated  Total Deferred  Percent  Accumulated 
  of Total  Value (“AV”)  Annuities AV  of Total  Value 
Minimum guaranteed interest rates:                    
Less than 2%  19.2% $699.1   36.2%  8.1% $253.2 
Equal to 2% but less than 3%  8.4   306.2   81.4   8.0   249.3 
Equal to 3% but less than 4%  15.4   559.9   98.9   17.7   553.9 
Equal to 4% but less than 5%  55.4   2,018.0   100.0   64.4   2,017.9 
5% or higher  1.6   57.0   100.0   1.8   57.0 
Total  100.0% $3,640.2   86.0%  100.0% $3,131.3 

($ in millions) December 31, 2017
      Deferred Annuities at
  Total Deferred Annuities Minimum Guaranteed Rate
  
Percent
of Total
 
Accumulated
Value (AV)
 
Percent of
Total Deferred
Annuities AV
 
Percent
of Total
 
Accumulated
Value
Minimum guaranteed interest rates:          
Less than 2% 25.2% $1,100.2
 51.6% 15.0% $567.9
Equal to 2% but less than 3% 7.0
 306.9
 82.9
 6.7
 254.5
Equal to 3% but less than 4% 14.1
 615.5
 99.9
 16.2
 615.0
Equal to 4% but less than 5% 52.5
 2,297.7
 100.0
 60.7
 2,297.7
5% or higher 1.2
 54.0
 100.0
 1.4
 54.0
Total 100.0% $4,374.3
 86.6% 100.0% $3,789.1
The Company will continue to be proactivedisciplined in executing strategies to mitigate the negative impact on profitability of a sustained low interest rate environment. However, the success of these strategies may be affected by the factors discussed in “ItemItem 1A. Risk Factors”Factors in this Annual Report on Form 10-K and other factors discussed herein.

Policy Acquisition Expenses Amortized

Amortized policy acquisition expenses were $93.8

DAC Amortization Expense

DAC amortization expense was $102.2 million for 20142017 compared to $84.6$96.7 million and $79.5$98.9 million for the years ended December 31, 20132016 and 2012, respectively, with the2015, respectively. The increase in 2014 largely2017 was primarily attributable to the annuity segment. In addition, amortization increased in the property and casualty segment reflecting the recentRetirement unlocking DAC accompanied by growth in premiums and related commissions. At December 31, 2014,commissions for Property and Casualty. For 2016, the unlocking of annuity deferred policy acquisition costs resulteddecrease in an increase inDAC amortization of $1.2 million comparedexpense was largely attributable to a decrease in amortization of $3.7 million frompretax favorable change in DAC unlocking at December 31, 2013, with financial market performance in Retirement offset by the respective periods being the primary driver.growth in premiums and related commissions for Property and Casualty. For the life segment, the December 31, 2014 and 2013Life, unlocking of deferred policy acquisition costs each resulted in an immaterial change in amortization. Theamortization at December 31, 2012 unlocking of deferred policy acquisition costs resulted in a decrease of $3.8 million in annuity amortization2017, 2016 and an increase of $0.8 million in life amortization.

2015.




Operating Expenses


In 2014,2017, operating expenses of $162.1$187.8 million increased $2.0$14.7 million, or 1.2%8.5%, compared to 2013.2016. The 20142017 expense level was consistent with management’smanagement's expectations as the Company makes expenditures related to customer servicesupporting targeted strategies in product, distribution and infrastructure, improvements, which are intended to enhance the overall customer experience, increase sales, and support favorable policy retention and business cross-sale ratios. In 2013,2016, operating expenses of $160.1$173.1 million increased 2.6%$15.7 million, or 10.0%, or $4.0compared to 2015.
The Property and Casualty expense ratio was 26.7% for 2017 and 2016. The Property and Casualty expense ratio for 2015 was 26.5%, which included an incentive compensation expense reduction of 0.4 percentage points.

Interest Expense and Debt Retirement Costs
In June 2015, the Company repaid its outstanding $75.0 million 6.05% Senior Notes upon maturity initially utilizing funds borrowed under its existing Bank Credit Facility. In November 2015, the Company issued $250.0 million face amount of 4.50% Senior Notes due 2025. The Company used the net proceeds from this issuance to redeem all its outstanding 6.85% Senior Notes due April 15, 2016 and to repay in full the $113.0 million of outstanding borrowings under its Bank Credit Facility. The combined impact of these transactions reduced interest expense in 2016 by $1.3 million compared to 2012,2015 and were generally consistent with management’s expectations.

The property and casualty expense ratio of 27.4% for 2014 decreased slightly$1.1 million in 2015, compared to 2014.

The redemption of the prior year expense ratio6.85% Senior Notes in 2015 resulted in a pretax charge of 27.7%, consistent with management’s expectations for 2014. The property and casualty expense ratio was 27.0% for 2012.

F-22
$2.3 million, largely due to the make-whole premium.

Income Tax Expense


The effective income tax rate on the Company’sCompany's pretax income, including net realized investment gains and losses, was 28.7%(91.1)%, 28.0%26.6% and 30.4%27.8% for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively. In the third quarters of both 2014 and 2013, the Company recorded the income tax expense impact related to the filing of the tax return for the prior calendar year. In 2014, this increased income tax expense modestly, while in 2013 it decreased income tax expense nearly $1 million, primarily in the annuity segment. Income from investments in tax-advantaged securities reduced the effective income tax rate 7.1, 6.6rates 11.0, 8.5 and 6.07.9 percentage points for 2014, 20132017, 2016 and 2012,2015, respectively.


On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Act) was enacted by the U.S. government. The Tax Act is generally effective January 1, 2018, and among other changes, reduced the federal corporate income tax rate from 35% to 21%, eliminated the corporate Alternative Minimum Tax, modified numerous insurance-specific provisions, and further limited deductions for executive compensation. The effects of the Tax Act are reflected in the Company's deferred tax calculations as of December 31, 2017.

ASC 740 Income Taxes requires that the impact of the Tax Act be recognized in the period in which the law was enacted. As a result, total income tax expense for 2017 included a benefit of $99.0 million, reducing the 2017 effective income tax rate by 111.6 percentage points, from re-measuring the Company’s deferred taxes to reflect the change in tax rates included in the Tax Act as of the date of enactment. The Tax Act will have an ongoing benefit to the Company, with near-term effective tax rates on operations of approximately 15.0 to 18.0 percent.



The Company records liabilities for uncertain tax filing positions where it is more likely than not that the position will not be sustainable upon audit by taxing authorities. These liabilities are reevaluated routinely and are adjusted appropriately based on changes in facts or law. The Company has no unrecorded liabilities from uncertain tax filing positions.


At December 31, 2014,2017, the Company’sCompany's federal income tax returns for years prior to 20112014 are no longer subject to examination by the IRS. Management does not anticipate any assessments for tax years that remain subject to examination to have a material effect on the Company’sCompany's financial position or results of operations.

See also Notes to Consolidated Financial Statements - Note 8 - Income Taxes.


Net Income

For 2014,2017, the Company’sCompany's net income of $104.2$169.4 million represented a decrease of $6.7increased $85.6 million compared to 2013.2016. The decrease for 2014 was dueCompany's net income benefited $99.0 million ($0.6 million in Property and Casualty, $39.5 million in Retirement, $60.3 million in Life and $(1.4) million in Corporate and Other) from the re-measurement of its DTL attributed to a $7.5the passage of the Tax Cuts and Jobs Act of 2017. After tax net realized investment losses were $1.7 million decline incompared to after tax net realized investment gains which offset income growth from the combined insurance segments.of $2.3 million a year earlier. Additional detail is included in the “Executive Summary”Executive Summary at the beginning of this MD&A.

For 2013,2016, the Company’sCompany's net income of $110.9$83.8 million represented an increasea decrease of $7.0$9.7 million compared to 2012, reflecting solid earnings across all three business segments.2015. After tax net realized investment gains of $14.4were $2.3 million were $3.2compared to $8.6 million less than a year earlier.
For 2015, the property and casualty segment,Company's net income of $44.4$93.5 million reflected an increase of $7.3declined $10.7 million compared to 2012. Catastrophe losses were at modestly lower levels2014, reflecting improvement in 2013, representing a $2.1 million after tax improvement compared to 2012. In addition, automobile and homeowner current accident year non-catastrophe underwriting results improved, coupled withfor property, pressure on automobile results primarily due to loss severity, a slightly higher level of favorable development of prior years’ reserves. Including all factors, the propertylife mortality losses and casualty combined ratio was 96.3% for 2013, a 2 percentage point improvement compared to 98.3% for 2012. Annuity segment net income of $44.7 million for 2013 increased $4.2 million compared to the prior year, as an increase in the amount of interest margin earned on fixed annuity assets — driven by the growth in assets under management — more than offset the impacts of modest spread compression; favorable unlocking of deferred policy acquisition costs was comparable to 2012. Life segment net income of $20.4 million decreased modestly compared to 2012. Compared to the prior year, across all of the business segments, operating expenses increased reflecting the Company’s various infrastructure and technology investments, which are intended to enhance the overall customer experience and support favorable policy retention and business cross-sale ratios. A number of the items above, which had a favorablenegative impact on net income for 2013, were more favorable than management would typically expect and are described in more detail in the preceding discussion.

F-23

For 2012, the Company’s net income of $103.9 million represented an increase of $33.4 million compared to 2011, reflecting a significant reduction in property and casualty catastrophe losses as well as an increase in underlying earnings for all three of the Company’s operating segments. After tax net realized investment gains decreased by $6.8 million between years. For the property and casualty segment, net income of $37.1 million reflected an increase of $31.2 million compared to 2011, benefitting from decreases in catastrophe costs and Florida sinkhole losses, as well as favorable development of prior years’ reserves, which more than offset an increase in automobile current accident year losses. Including all factors, the property and casualty combined ratio was 98.3% for 2012 compared to 106.6% for 2011. Annuity segment net income of $40.5 million for 2012 increased $9.6 million compared to 2011, primarily reflecting an increase in the interest margin earned on fixed annuity assets accompanied by the current period favorable impact of financial market performance on the unlocking of deferred policy acquisition costs, compared to the prior year adverse impact. Life segment net income of $21.9 million increased $2.5 million, primarily due to favorable mortality experienceDAC unlocking in 2012. A number of the items above, which had a favorable impact on netRetirement. Net income for 2012, were notably more favorable than management would typically expect.

in 2015 was also reduced by debt retirement costs.




Net income (loss) by segment and net income per diluted share were as follows:

  Year Ended  Change From  Year Ended 
  December 31,  Prior Year  December 31, 
  2014  2013  Percent  Amount  2012 
Analysis of net income (loss) by segment:               
Property and casualty $46.9  $44.4   5.6% $2.5  $37.1 
Annuity  45.3   44.7   1.3%  0.6   40.5 
Life  17.5   20.4   -14.2%  (2.9)  21.9 
Corporate and other (1)  (5.5)  1.4   N.M.   (6.9)  4.4 
Net income $104.2  $110.9   -6.0% $(6.7) $103.9 
                     
Effect of catastrophe costs, after tax,
included above
 $(24.4) $(26.1)  -6.5% $1.7  $(28.2)
Effect of realized investment gains,
after tax, included above
 $6.9  $14.4   -52.1% $(7.5) $17.6 
                     
Diluted:                    
Net income per share $2.47  $2.66   -7.1% $(0.19) $2.51 
Weighted average number of shares
and equivalent shares (in millions)
  42.2   41.6   1.4%  0.6   41.4 
                     
Property and casualty combined ratio:                    
Total  96.1%  96.3%  N.M.   -0.2%  98.3%
Effect of catastrophe costs,
included above
  6.5%  7.2%  N.M.   -0.7%  8.0%
Effect of prior years’ reserve development, included above  -2.9%  -3.3%  N.M.   0.4%  -3.2%

($ in millions) 
Year Ended
December 31,
 
Change From
Prior Year
 
Year Ended
December 31,
  2017 2016 Percent Amount 2015
Analysis of net income (loss) by segment:  
  
  
  
  
Property and Casualty $17.8
 $25.6
 -30.5 % $(7.8) $40.0
Retirement 88.4
 50.7
 74.4 % 37.7
 43.4
Life 77.6
 16.6
 N.M.
 61.0
 15.0
Corporate and Other (1) (14.4) (9.1) 58.2 % (5.3) (4.9)
Net income 169.4
 83.8
 102.1 % 85.6
 93.5
           
Effect of catastrophe costs, after tax,
included above
 $(40.2) $(39.1) 2.8 % $(1.1) $(28.9)
Effect of net realized investment gains (losses),
after tax, included above
 $(1.7) $2.3
 N.M.
 $(4.0) $8.6
Effect of debt retirement costs,
after tax, included above
 $
 $
 N.M.
 $
 $(1.5)
           
Diluted:  
  
  
  
  
Net income per share $4.08
 $2.02
 102.0 % $2.06
 $2.20
Weighted average number of shares
and equivalent shares (in millions)
 41.6
 41.5
 0.2 % 0.1
 42.4
           
Property and Casualty combined ratio:  
  
  
  
  
Total 103.3 % 101.5 % N.M.
 1.8 % 97.0 %
Effect of catastrophe costs,
included above
 9.5 % 9.7 % N.M.
 -0.2 % 7.4 %
Effect of prior years' reserve
development, included above
 -0.4 % -1.1 % N.M.
 0.7 % -2.1 %
N.M. - Not meaningful.

N.M. - Not meaningful.
(1)The corporateCorporate and other segmentOther includes interest expense on debt, net realized investment gains and losses, corporate debt retirement costs, certain public company expenses and other corporate-level items. The Company does not allocate the impact of corporate-level transactions to the insuranceoperating segments, consistent with the basis for management’smanagement's evaluation of the results of those segments.


As described in footnote (1) to the table above, the corporateCorporate and other segmentOther reflects corporate-level transactions. Of those transactions, net realized investment gains and losses may vary notably between reporting periods and are often the driver of fluctuations in the level of this segment’ssegment's net income or loss. For 2014, 20132017, net realized investment losses after tax were $1.7 million while in 2016 and 2012,2015, net realized investment gains after tax were $6.9 million, $14.4$2.3 million and $17.6$8.6 million, respectively. ForIn addition, 2016 reflected a $1.3 million pretax reduction in debt interest expense as a result of the corporate and other segment, this declinerefinancing transactions completed in net realized investment gains2015. The debt redemption in 2015 resulted in a net losspretax charge of $2.3 million, partially offset by a $1.1 million reduction in 2014 which was also lower than the net income reported for 2013.

F-24
debt interest expense compared to 2014.

Return on average shareholders’shareholders' equity based on net income was 8%12.3%, 10%6.2% and 9%7.1% for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively.

The accounting guidance adopted by the Company effective January 1, 2014 is described in “Notes to Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Adopted Accounting Standards” listed on page F-1 of this report.




Outlook for 2015

2018


At the time of this Annual Report on Form 10-K, management estimates that 20152018 full year net income before realized investment gains and lossescore earnings* will be within a range of $2.15$2.10 to $2.35$2.30 per diluted share. This projection incorporates the Company’sCompany's results for 20142017 and anticipates continued modest improvement in the Company's underlying property and casualtyautomobile combined ratio, somewhat offset by6 to 7 points of catastrophe losses, Retirement and Life segment core earnings* comparable to 2017 reflecting lower net interest spreads and consistent mortality costs, as well as continued strategic investment in modernization of technology and infrastructure to accelerate growth and capacity. This projection also encompasses the impacts of the Tax Cuts and Jobs Act of 2017, reflecting an overall effective tax rate of between 15% and 18%. As a lower amountresult of favorable prior years’ reserve development, investmentthe continued low interest rate pressure and continued strategic investments in the Company’s operations through infrastructure and technology initiatives. Management anticipates interest rates to remain low in 2015 and, compared to 2014,environment, management expects the Company’sCompany's overall portfoliopretax annualized investment yield to decline by approximately 2020-30 basis points, over the course of 2015, impacting each of the three businessoperating segments. Within Property and casualty segment writtenCasualty, both approved and planned premium rate increases, as well as continued underwriting initiatives, are expected to improve the underlying automobile combined ratio by 2 to 2.5 points and the underlying property combined ratio by 1.0 to 1.5 points. Net income for Retirement will continue to be impacted by the prolonged interest rate environment and the net interest spread is anticipated to increase, primarily as a resultgrade down to around 170 basis points through the course of planned rate actions but also reflecting continued growth in automobile new business. In addition to automobile and property rate actions and an assumption of a more modest level of favorable prior years’ reserve development, the 2015 projection reflects continued underwriting actions, reinsurance cost savings, an assumption that non-catastrophe weather-related losses will be lower than in 2014 and an anticipated expense ratio that is comparable to 2014, despite continued infrastructure and technology initiatives. Excluding the impact of the unlocking of deferred policy acquisition costs, 2015 annuity segment2018. Life net income is anticipated to be slightly lower than full year 2014, as growth in assets under management and the anticipated positive spread contribution of new business are expected to nearly offset the anticipated decline in the overall net interest spread. For the life segment, net income is anticipated to be modestly lower than 2014 with the assumptions that mortality will be consistent with modeled levels,2017 due to net investment income will experience pressure as a result of reinvestment rate assumptionspressures and expenses will increase $1 million to $2 million relatedcomparable mortality costs. In addition to the Company’s multi-yearsegment-specific factors, the Company's initiatives for customer service and infrastructure improvements, as well as continued investment in the Company's agency force, will continue and technology investments.

result in a modest increase in expense levels compared to 2017.

As described in “CriticalCritical Accounting Policies”,Policies, certain of the Company’sCompany's significant accounting measurements require the use of estimates and assumptions. As additional information becomes available, adjustments may be required. Those adjustments are charged or credited to income for the period in which the adjustments are made and may impact actual results compared to management’s estimatemanagement's estimates above. Additionally, see “Forward-looking Information”Forward-looking Information and “ItemItem 1A. Risk Factors”Factors in this Annual Report on Form 10-K concerning other important factors that could impact actual results. Management believes that a projection of net income including realized investment gains and losses is not appropriate on a forward-looking basis because it is not possible to provide a valid forecast of net realized investment gains and losses, which can vary substantially from one period to another and may have a significant impact on net income.

F-25

Liquidity and Financial Resources

Off-Balance Sheet Arrangements

At December 31, 2014, 20132017, 2016 and 2012,2015, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. As such, the Company is not exposed to any financing, liquidity, market or credit risk that could arise if the Company had engaged in such relationships.


Investments

Information regarding the Company’sCompany's investment portfolio, which is comprised primarily of investment grade, fixed incomematurity securities, is located in “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Net Realized Investment Gains and Losses”, “BusinessLosses, Item 1. BusinessInvestments”Investments and in the “NotesNotes to Consolidated Financial Statements — Note 2 — Investments”Investments listed on page F-1 of this report.



Cash Flow

The short-term liquidity requirements of the Company, within a 12 month operating cycle, are for the timely payment of claims and benefits to policyholders, operating expenses, interest payments and federal income taxes. Cash flow generated from operations has been, and is expected to be, adequate to meet the Company’sCompany's operating cash needs in the next 12 months. Cash flow in excess of operational needs has been used to fund business growth, retire short-term debt, pay dividends to shareholders and repurchase shares of HMEC’sHMEC's common stock. Long-term liquidity requirements, beyond one year, are principally for the payment of future insurance and annuity policy claims and benefits, as well as retirement of long-term debt.

Operating Activities

As a holding company, HMEC conducts its principal operations in the personal lines segment of the propertyProperty and casualtyCasualty and lifeLife insurance industries through its subsidiaries. HMEC's insurance subsidiaries generate cash flow from premium and investment income, generally well in excess of their immediate needs for policy obligations, operating expenses and other cash requirements. Cash provided by operating activities primarily reflects net cash generated by the insurance subsidiaries. For 2014,2017, net cash provided by operating activities increased $45.2 million, or 21.4% compared to 2013, primarily2016, largely due to an increase in investmentPremiums collected and Investment income collected.

F-26
collected and a decrease in Income taxes paid offset by an increase in Policyholder benefits paid.

Payment of principal and interest on debt, dividends to shareholders and parent company operating expenses is largely dependent on the ability of the insurance subsidiaries to pay cash dividends or make other cash payments to HMEC, including tax payments pursuant to tax sharing agreements. Payments for share repurchase programs also have this dependency. If necessary, HMEC also has other potential sources of liquidity that could provide for additional funding to meet corporate obligations or pay shareholder dividends, which include a revolving line of credit, as well as issuances of various securities. The insurance subsidiaries are subject to various regulatory restrictions which limit the amount of annual dividends or other distributions, including loans or cash advances, available to HMEC without prior approval of the insurance regulatory authorities. The aggregate amount of dividends that may be paid in 20152018 from all of HMEC’sHMEC's insurance subsidiaries without prior regulatory approval is approximately $90$94.0 million. Although regulatory restrictions exist, dividend availability from subsidiaries has been, and is expected to be, adequate for HMEC's capital needs. Additional information is contained in “NotesNotes to Consolidated Financial Statements — Note 810 — Statutory Information and Restrictions”Restrictions listed on page F-1 of this report.

Investing Activities

HMEC's insurance subsidiaries maintain significant investments in fixed maturity securities to meet future contractual obligations to policyholders. In conjunction with its management of liquidity and other asset/liability management objectives, the Company, from time to time, will sell fixed maturity securities prior to maturity, as well as equity securities, and reinvest the proceeds ininto other investments with different interest rates, maturities or credit characteristics. Accordingly, the Company has classified the entire fixed maturity securities and equity securities portfolios as “availableavailable for sale”.

sale.



Financing Activities

Financing activities include primarily payment of dividends, the receipt and withdrawal of funds by annuity contractholders, issuances and repurchases of HMEC’sHMEC's common stock, fluctuations in bank overdraft balances, and borrowings, repayments and repurchases related to its debt facilities.

For the year ended 2017, financing activities included an increase of $77.9 million attributable to fixed account withdrawals due to the transfer of all the Company’s 401(k) assets to a third-party provider.


In 2013, Horace Mann Life Insurance Company (HMLIC) one of the Company’sCompany's subsidiaries became a member of the Federal Home Loan Bank of Chicago (“FHLB”). In December 2013, that subsidiaryFHLB. HMLIC received $250.0 million under a funding agreement andin December 2013, received an additional $250.0 million in September 2014, and received an additional $75.0 million in December 2015 with receipt of those funds reflected in Annuity Contracts,Contracts: Variable, Fixed and Variable,FHLB Funding Agreements, Deposits as a component of the Company’sCompany's financing activities for the respective years. Exclusive of this transaction,these transactions, the Company’sCompany's annuity business produced net positive cash flows in 20142017, 2016 and 2013, although the levels were less than the result for 2012.2015. For the year ended December 31, 2014,2017, receipts from annuity contracts, also excluding the FHLB transactions, increased $57.6decreased $67.1 million, or 13.6%12.9%, compared to 2013,2016, as described in “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Insurance Premiums and Contract Charges”.Charges. In total, annuity contract benefits, withdrawals and net transfers to variable annuity accumulated cash values increased $48.0decreased $61.1 million, or 17.2%17.5%, compared to the prior year.

F-27

In 2017, Horace Mann Insurance Company (HMIC) became a member of FHLB, which provides HMIC with access to collateralized borrowings and other FHLB products. In the fourth quarter of 2017, HMIC received $50.0 million in executed borrowings with receipt of those funds reflected in FHLB borrowings. HMIC's FHLB borrowings of $50.0 million are included in Long-term debt on the Consolidated Balance Sheet. Proceeds from the FHLB borrowings have been invested in high quality floating rate assets with the primary objective of generating incremental investment income with an emphasis on minimizing interest rate risk and preserving capital.

The Company's Senior Notes due 2015 matured on June 15, 2015 and the Company repaid the $75.0 million initially utilizing funds borrowed under its existing Bank Credit Facility. Repayment of the Senior Notes due 2015 resulted in no debt retirement costs impacting the Company's net income for 2015. In November 2015, the Company issued $250.0 million aggregate principal amount of 4.50% Senior Notes due 2025 and used the net proceeds to redeem all of its outstanding 6.85% Senior Notes due April 15, 2016 and fully repay the $113.0 million of outstanding borrowings under the Company's Bank Credit Facility. Repayment of the Senior Notes due 2016 resulted in $2.3 million pretax of debt retirement costs impacting the Company's net income for 2015, nearly all of which required cash. The remaining net proceeds from the issuance of the Senior Notes due 2025 were available for general corporate purposes.


Contractual Obligations

The following table sets forthshows the Company’sCompany's contractual obligations, as well as the projected timing of payments.

  Payments Due By Period As of December 31, 2014 
     

 

Less Than

  

 

1 - 3 Years

  

 

3 - 5 Years

  

More Than

5 Years

 
     1 Year  (2016 and  (2018 and  (2020 and 
  Total  (2015)  2017)  2019)  beyond) 
                
Fixed annuities and fixed option of variable annuities (1) $5,847.2  $197.8  $412.7  $435.0  $4,801.7 
Supplemental contracts (1)(2)  1,117.0   153.7   52.5   299.5   611.3 
Life insurance policies (1)  2,462.5   84.6   176.3   179.4   2,022.2 
Property and casualty claims and claim adjustment expenses (1)  267.4   177.4   78.6   10.4   1.0 
Short-term debt obligations (3):                    
Bank Credit Facility(expires July 30, 2019)  40.3   0.5   1.0   38.8   - 
Long-term debt obligations,current and noncurrent (3):                    
Senior Notes due June 15, 2015  77.3   77.3   -   -   - 
Senior Notes due April 15, 2016  137.8   8.5   129.3   -   - 
Operating lease obligations (4)  15.9   2.6   4.5   4.5   4.3 
Purchase obligations  0.8   0.8   -   -   - 
Total $9,966.2  $703.2  $854.9  $967.6  $7,440.5 

($ in millions) Payments Due By Period as of December 31, 2017
  Total 
Less Than
1 Year
(2018)
 
1 - 3 Years
(2019 and
2020)
 
3 - 5 Years
(2021 and
2022)
 
More Than
5 Years
(2023 and
beyond)
Fixed annuities and fixed option
of variable annuities (1)
 $7,012.3
 $263.9
 $535.8
 $560.1
 $5,652.5
Supplemental contracts (1)(2) 1,055.6
 29.6
 301.8
 46.1
 678.1
Life insurance policies (1) 2,577.9
 93.7
 191.8
 192.6
 2,099.8
Property and Casualty claims and claim
adjustment expenses (1)
 261.8
 168.9
 81.6
 10.8
 0.5
Long-term debt obligations,
FHLB borrowings due October
and December 2022 (3)
 54.6
 1.6
 1.6
 51.4
 
Long-term debt obligations
Senior Notes due December 1, 2025 (4)
 340.0
 11.3
 22.5
 22.5
 283.7
Operating lease obligations (5) 9.8
 2.7
 4.2
 2.4
 0.5
           
Total $11,312.0
 $571.7
 $1,139.3
 $885.9
 $8,715.1
(1)This information represents estimates of both the amounts to be paid to policyholders and the timing of such payments and is net of anticipated reinsurance recoveries.
(2)Includes $500.0$575.0 million obligation to FHLB plus interest.
(3)Includes $50.0 million obligation to FHLB plus interest.
(4)Includes principal and interest.
(4)
(5)The Company has entered into various operating lease agreements, primarily for real estate (claims and marketing offices in a few states, as well as portions of the home office complex) and also for computer equipment and copycopier machines.


Estimated Future Policy Benefit and Claim Payments - AnnuityRetirement and Life Segments

This discussion addresses the following contractual obligations disclosed above: fixed annuities and fixed option of variable annuities, supplemental contracts and life insurance policies. Payment amounts reflect the Company’sCompany's estimate of undiscounted cash flows related to these obligations and commitments. Balance sheet amounts were determined in accordance with GAAP, including the effect of discounting, and consequently in many cases differ significantly from the summation of undiscounted cash flows.

For the majority of the Company’s annuityCompany's Retirement and lifeLife insurance operations, the estimated contractual obligations for future policyholder benefits as presented in the table above were derived from the annual cash flow testing analysis used to develop actuarial opinions of statutory reserve adequacy for state regulatory purposes. These cash flows are materially representative of the cash flows under generally accepted accounting principles.GAAP. Actual amounts may vary, potentially in a significant manner, from the amounts indicated due to deviations between assumptions and actual results and the addition of new business in future periods.

Amounts presented in the table above represent the estimated cash payments to be made to policyholders undiscounted by interest and including assumptions related to the receipt of future premiums and deposits, future interest credited, full and partial withdrawals, policy lapses, surrender charges, annuitization, mortality, and other contingent events as appropriate to the respective product types. Additionally, coverage levels are assumed to

F-28

remain unchanged from those provided under contracts in



force at December 31, 2014.2017. Separate Account (variable annuity) payments are not reflected due to the matched nature of these obligations and the fact that the contract owners maintain the investment risk on such deposits.


See “NoteNotes to Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — FutureInvestment Contract and Life Policy Benefits, Interest-sensitive Life Contract Liabilities and Annuity Contract Liabilities” listed on page F-1Reserves of this report for a description of the Company’sCompany's method for establishing life and annuity reserves in accordance with GAAP.

Estimated Claims and Claim Related Payments - Property and Casualty Segment

This discussion addresses claims and claim adjustment expenses as disclosed above. The amounts reported in the table are presented on a nominal basis, have not been discounted and represent the estimated timing of future payments for both reported and unreported claims incurred and related claim adjustment expenses. Both the total liability and the estimated payments are based on actuarial projection techniques, at a given accountingreporting date. These estimates include assumptions of the ultimate settlement and administrative costs based on the Company’sCompany's assessment of facts and circumstances then known, review of historical settlement patterns, estimates of trends in claims severity, frequency and other factors. Variables in the reserve estimation process can be affected by both internal and external events, such as changes in claims handling procedures, economic inflation, legal trends and legislative changes. Many of these items are not directly quantifiable, particularly on a prospective basis. Additionally, there may be significant reporting lags between the occurrence of a claim and the time it is actually reported to the Company. The future cash flows related to the items contained in the table belowabove required estimation of both amount (including severity considerations) and timing. Amount and timing are frequently estimated separately. An estimation of both amount and timing of future cash flows related to claims and claim related payments is generally reliable only in the aggregate with some unavoidable estimation uncertainty.

Capital Resources

The Company has determined the amount of capital which is needed to adequately fund and support business growth, primarily based on risk-based capital formulas including those developed by the National Association of Insurance Commissioners (the “NAIC”).NAIC. Historically, the Company's insurance subsidiaries have generated capital in excess of such needed capital. These excess amounts have been paid to HMEC through dividends. HMEC has then utilized these dividends and its access to the capital markets to service and retire long-term debt, pay dividends to its shareholders, fund growth initiatives, repurchase shares of its common stock and for other corporate purposes. Management anticipates that the Company's sources of capital will continue to generate sufficient capital to meet the needs for business growth, debt interest payments, shareholder dividends and its share repurchase program. Additional information is contained in “Note 8Notes to Consolidated Financial Statements — Note 10 — Statutory Information and Restrictions”Restrictions listed on page F-1 of this report.

F-29

The total capital of the Company was $1,574.4$1,799.1 million at December 31, 2014,2017, including $199.9$297.5 million of long-term debt and $38.0 million of short-term debt outstanding.debt. Total debt represented 18.6%19.8% of total capital excluding net unrealized investment gains on fixed maturity and losses (15.1%equity securities (16.5% including net unrealized investment gains on fixed maturity and losses)equity securities) at December 31, 2014,2017, which was below the Company's long-term target of 25%.

Shareholders' equity was $1,336.5$1,501.6 million at December 31, 2014,2017, including a net unrealized gaininvestment gains on fixed maturity and equity securities in the Company's investment portfolio of $297.6$300.1 million after taxes and the related impact of deferred policy acquisition costsDAC associated with annuityinvestment contracts and interest-sensitive life policies.insurance products with account values. The market value of the Company's common stock and the market value per share were $1,358.3$1,795.7 million and $33.18,$44.10, respectively, at December 31, 2014.2017. Book value per share was $32.65


$36.88 at December 31, 20142017 ($25.3829.51 excluding net unrealized investment fair value adjustments)gains on fixed maturity and equity securities).


Additional information regarding the net unrealized gaininvestment gains on fixed maturity and equity securities in the Company’sCompany's investment portfolio at December 31, 20142017 is included in “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Net Realized Investment Gains and Losses”.

Losses.

Total shareholder dividends were $39.2$46.1 million for the year ended December 31, 2014.2017. In March, May, September and December 2014,2017, the Board of Directors announced regular quarterly dividends of $0.275 per share of $0.23.share. Compared to the full year per share dividends paid in 20132016 of $0.78,$1.06, the total 20142017 dividends paid per share of $0.92$1.10 represented an increase of 17.9%3.8%.

On

In December 7, 2011, HMEC’sthe Board of Directors authorized a share repurchase program allowing repurchases of up to $50 million. The$50.0 million (2011 Plan). In September 2015, the Board authorized an additional share repurchase program authorizesallowing repurchases of up to $50.0 million (2015 Plan) to begin following the opportunisticcompletion of the 2011 Plan. Both share repurchase programs authorize the repurchase of HMEC’sHMEC's common shares in open market or privately negotiated transactions, from time to time, depending on market conditions. The share repurchase program doesprograms do not have an expiration datedates and may be limited or terminated at any time without notice. Utilization of the remaining authorization under the 2011 program was completed in January 2016. During 2014,2017, the Company repurchased 190,87648,440 shares of its common stock, or 0.5%0.1%, of the outstanding shares on December 31, 2013,2016, at an aggregate cost of $5.4$1.7 million, or an average price of $34.26 per share, of $28.33, under this share repurchase program.the 2015 Plan. In total and through December 31, 2014,2017, 2,848,050 shares were repurchased under the Company had repurchased 1,435,108 shares of its common stock2011 and 2015 Plans at an average price of $18.85$25.33 per share, under this share repurchase program.share. The repurchase of shares was financedfunded through the use of cash. As of December 31, 2014, $22.92017, $27.8 million remained authorized for future share repurchases. See also “Notes to Consolidated Financial Statements — Note 6 — Shareholders’ Equity and Common Stock Equivalents” listed on page F-1 of this report.

As of December 31, 2014,repurchases under the 2015 Plan authorization.

In November 2015, the Company had outstanding $75.0issued $250.0 million aggregate principal amount of 6.05%4.50% Senior Notes (“Senior(Senior Notes due 2015”)2025), which will mature on June 15, 2015, issuedDecember 1, 2025, at a discount resulting in an effective yield of 6.098%4.53%. Interest on the Senior Notes due 20152025 is payable semi-annually at a rate of 6.05%. In addition to its access to the capital markets to refinance this indebtedness, as disclosed below, the Company’s Bank Credit Facility had unused capacity as of December 31, 2014. Detailed information regarding the redemption terms of the Senior Notes due 2015 is contained in the “Notes to Consolidated Financial Statements — Note 5 — Debt” listed on page F-1 of this report. The Senior Notes due 2015 are traded in the open market (HMN 6.05).

F-30

As of December 31, 2014, the Company had outstanding $125.0 million aggregate principal amount of 6.85% Senior Notes (“Senior Notes due 2016”), which will mature on April 15, 2016, issued at a discount resulting in an effective yield of 6.893%. Interest on the Senior Notes due 2016 is payable semi-annually at a rate of 6.85%4.50%. Detailed information regarding the redemption terms of the Senior Notes due 20162025 is contained in “Notesthe Notes to Consolidated Financial Statements — Note 57Debt” listed on page F-1Debt. For information regarding the use of this report.proceeds from the issuance, see Liquidity and Financial Resources — Cash Flow — Financing Activities. The Senior Notes due 20162025 are traded in the open market (HMN 6.85)4.50).

In 2017, HMIC became a member of FHLB, which provides HMIC with access to collateralized borrowings and other FHLB products. As membership requires the ownership of membership stock, in June 2017, HMIC purchased common stock to meet the membership requirement. Any borrowing from the FHLB requires the purchase of FHLB activity-based common stock in an amount equal to 5.0% of the borrowing, or a lower percentage - such as 2.0% based on the Reduced Capitalization Advance Program. In 2017, HMIC purchased common stock to meet the activity-based requirement. For FHLB borrowings, the Board has authorized a maximum amount equal to the greater of 10% of admitted assets or 20% of surplus of the consolidated property and casualty companies. In the fourth quarter of 2017, the Company received $50.0 million in executed borrowings for HMIC. For the total $50.0 million received, $25.0 million matures on October 5, 2022 and $25.0 million matures on December 2, 2022. Interest on the borrowings accrues at an annual weighted average rate of 1.57% as of December 31, 2017. HMIC's FHLB borrowings of $50.0 million are included in Long-term debt on the Consolidated Balance Sheet.

As of December 31, 2014,2017, the Company had $38.0 millionno balance outstanding under its Bank Credit Facility. The Bank Credit Facility provides for unsecured borrowings of up to $150.0 million and expires on July 30, 2019. Interest accrues at varying spreads relative to prime or Eurodollar base rates and is payable


monthly or quarterly depending on the applicable base rate (Eurodollar base rate plus 1.15%, which totaled 1.32%, as of December 31, 2014).rate. The unused portion of the Bank Credit Facility is subject to a variable commitment fee, which was 0.15% on an annual basis at December 31, 2014. During2017. On June 15, 2015, the year ended December 31, 2014, there was no change inSenior Notes due 2015 matured and the Company repaid the $75.0 million aggregate principal amount outstandinginitially utilizing $75.0 million of additional borrowing under the Company’sexisting Bank Credit Facility.

In November 2015, the Company utilized a portion of the proceeds from the issuance of the Senior Notes due 2025, described above, to fully repay the $113.0 million outstanding balance under the Company's Bank Credit Facility.

To provide additional capital management flexibility, the Company filed a “universal shelf”"universal shelf" registration on Form S-3 with the SEC on January 5, 2012.March 12, 2015. The registration statement, which registered the offer and sale by the Company from time to time of up to $300 millionan indeterminate amount of various securities, which could have includedmay include debt securities, common stock, preferred stock, depositary shares, warrants, and/or delayed delivery contracts and/or units that include any of these securities, was declaredautomatically effective on January 18, 2012. ThisMarch 12, 2015. Unless withdrawn by the Company earlier, this registration statement remainedwill remain effective through January 18, 2015.March 12, 2018. The Senior Notes due 2025, described above, were issued utilizing this registration statement. No other securities associated with the registration statement were issued. In addition to the Form S-3 entry to the capital markets, HMEC met the requirements of a “well-known seasoned issuer”, as defined by the SEC,have been issued as of December 31, 2014.

the date of this Annual Report on Form 10-K.


The Company's ratio of earnings to fixed charges (with fixed charges including interest credited to policyholders on interest-sensitive contracts)investment contracts and life insurance products with account values) for each of the years ended December 31, 2014, 20132017, 2016 and 20122015 was 1.8x.1.4x,1.6x and 1.7x, respectively. See also “ExhibitExhibit 12 — Statement Regarding Computation of Ratios”.Ratios. The Company’sCompany's ratio of earnings before interest expense to interest expense was 11.3x, 11.9x8.5x, 10.7x and 11.5x10.9x for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively.


Financial Ratings

HMEC’s


HMEC's principal insurance subsidiaries are rated by S&P, Moody’s,Moody's, A.M. Best Company, Inc. (“A.M. Best”) and Fitch Ratings, Inc. (“Fitch”).Fitch. These rating agencies have also assigned ratings to the Company’sCompany's long-term debt securities. The ratings that are assigned by these agencies, which are subject to change, can impact, among other things, the Company’sCompany's access to sources of capital, cost of capital and competitive position.

F-31
These ratings are not a recommendation to buy or hold any of the Company's securities.

Assigned ratings as of February 15, 20152018 were unchanged from the disclosure in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2013. In February 2015, A.M. Best affirmed the ratings and ratings outlook as shown below, after having revised the ratings outlook for the Company’s property and casualty insurance subsidiaries to “positive” from “stable” in February 2014.2016. Assigned ratings were as follows (unless otherwise indicated, the insurance financial strength ratings for the Company’s propertyCompany's Property and casualtyCasualty insurance subsidiaries and the Company’sCompany's principal lifeLife insurance subsidiary are the same):

 Insurance FinancialFebruary 15, 2018 
Insurance Financial
Strength Ratings (Outlook)
Debt Ratings (Outlook)
 
  Strength Ratings Debt Ratings
(Outlook)(Outlook)
As of February 15, 2015
S&PA(stable)BBB (stable)
Moody’sA3(stable)Baa3(stable)
A.M. Best      
S&PA(stable)BBB(stable)
Moody's
Horace Mann Life Insurance Company A(stable)A3 N.A.
HMEC’s property and casualty subsidiariesA-(positive) N.A. 
HMEC's Property and Casualty subsidiariesA3(positive)N.A.
HMEC N.A.  Baa(3)(positive)
A.M. BestA(stable)bbb(stable)
Fitch A(stable) BBB(stable)

N.A. – Not applicable.

N.A. – Not applicable.


Reinsurance Programs

Information regarding the reinsurance program for the Company’s propertyCompany's Property and casualtyCasualty segment is located in “BusinessItem 1. Business — Property and Casualty Segment — Property and Casualty Reinsurance”.

Reinsurance.

Information regarding the reinsurance program for the Company’s lifeCompany's Life segment is located in “BusinessItem 1. Business — Life Segment”.

Segment.


Market Value Risk

Market value risk, the Company's primary market risk exposure, is the risk that the Company's invested assets will decrease in value. This decrease in value may be due to (1) a change in the yields realized on the Company's assets and prevailing market yields for similar assets, (2) an unfavorable change in the liquidity of the investment, (3) an unfavorable change in the financial prospects of the issuer of the investment, or (4) a downgrade in the credit rating of the issuer of the investment. See also "ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Net Realized Investment Gains and Losses".

Losses.


Significant changes in interest rates expose the Company to the risk of experiencing losses or earning a reduced level of income based on the difference between the interest rates earned on the Company's investments and the credited interest rates on the Company's insurance liabilities. See also “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Interest Credited to Policyholders”.

Policyholders.


The Company seeks to manage its market value risk by coordinating the projected cash inflows of assets with the projected cash outflows of liabilities. For all its assets and liabilities, the Company seeks to maintain reasonable durations, consistent with the maximization of income without sacrificing investment quality, while providing for liquidity and diversification. The investment risk associated with variable annuity deposits and the underlying mutual funds is assumed by those contractholders, and not by the Company. Certain fees that the Company earns from variable annuity deposits are based on the market value of the funds deposited.

F-32

Through active investment management, the Company invests available funds with the objective of funding future obligations to policyholders, subject to appropriate risk considerations, and maximizing shareholder value. This objective is met through investments that (1) have similar characteristics to the liabilities they support; (2) are diversified among industries, issuers and geographic locations; and (3) are predominately investment-grade fixed maturity securities classified as available for sale. As of the time of this Annual Report on Form 10-K, derivatives are only used to manage the interest crediting rate risk within the fixed indexed annuity product.FIA and IUL products. At December 31, 2014,2017, approximately 12%11% of the fixed investmentmaturity securities portfolio represented investments supporting the propertyProperty and casualtyCasualty operations and approximately 88%89% supported the annuityRetirement and lifeLife business. For discussions regarding the Company’sCompany's investments see “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Net Realized Investment Gains and Losses”Losses and “BusinessItem 1. BusinessInvestments”.

Investments.


The Company’s annuityCompany's Retirement and lifeLife earnings are affected by the spreads between interest yields on investments and rates credited or accruing on fixed annuity and life insurance liabilities. Although credited rates on fixed annuities may be changed annually (subject to minimum guaranteed rates), competitive pricing and other factors, including the impact on the level of surrenders and withdrawals, may limit the Company’sCompany's ability to adjust or to maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions. See also “ResultsResults of Operations for the Three Years Ended December 31, 20142017 — Interest Credited to Policyholders”.

Policyholders.




Using financial modeling and other techniques, the Company regularly evaluates the appropriateness of investments relative to the characteristics of the liabilities that they support. Simulations of cash flows generated from existing business under various interest rate scenarios measure the potential gain or loss in fair value of interest-rate sensitive assets and liabilities. Such estimates are used to closely match the duration of assets to the duration of liabilities. The overall duration of liabilities of the Company’sCompany's multiline insurance operations combines the characteristics of its long duration annuity and interest-sensitive life liabilities with its short duration non-interest-sensitive propertyProperty and casualtyCasualty liabilities. Overall, at December 31, 2014,2017, the duration of the fixed incomematurity securities portfolio was estimated to be approximately 6.05.9 years and the duration of the Company’sCompany's insurance liabilities and debt was estimated to be approximately 7.56.9 years.

The annuity


Retirement and lifeLife operations participate in the cash flow testing procedures imposed by statutory insurance regulations, the purpose of which is to ensure that such liabilities are adequate to meet the Company’sCompany's obligations under a variety of interest rate scenarios. Based on these procedures, the Company’sCompany's assets and the investment income expected to be received on such assets are adequate to meet the insurance policy obligations and expenses of the Company’sCompany's insurance activities in all but the most extreme circumstances.


The Company periodically evaluates its sensitivity to interest rate risk. Based on commonly used models, the Company projects the impact of interest rate changes, assuming a wide range of factors, including duration and prepayment, on the fair value of assets and liabilities. Fair value is estimated based on the net present value of cash flows or duration estimates. At December 31, 2014,Based on the most recent study, assuming an immediatea decrease of 100 basis points in interest rates, the fair value of the Company’sCompany's assets and liabilities would both increase, the net of which would result in a decrease in shareholders’shareholders' equity of approximately $127$51 million after tax, or 9%4.8%. A 100 basis point increase in interest rates would decrease the fair value of both assets and liabilities, the net of which would result in an increase in shareholders’shareholders' equity of approximately $40$4 million after tax, or 3%. At December 31, 2013, assuming an immediate

F-33

decrease of 100 basis points in interest rates, the fair value of the Company’s assets and liabilities would both increase, the net of which would result in an increase in shareholders’ equity of approximately $15 million after tax, or 1%. A 100 basis point increase in interest rates would decrease the fair value of both assets and liabilities, the net of which would result in a decrease in shareholders’ equity of approximately $54 million after tax, or 5%0.4%. In each case, these changes in interest rates assume a parallel shift in the yield curve. While the Company believes that these assumed market rate changes are reasonably possible, actual results may differ, particularly as a result of any management actions that would be taken to attempt to mitigate such hypothetical losses in fair value of shareholders’shareholders' equity.


Interest rates continue to be at historically low levels. A press release issued by the Federal Open Market Committee on January 28, 2015 indicated that the Federal Reserve Board maintained its pledge to be patient on raising interest rates and acknowledged global risks, saying that it will take into account readings on international developments as it decides how long to keep rates low. If interest rates remain low over an extended period of time, management recognizes it could pressure net investment income by having to invest insurance cash flows and reinvest the cash flows from the investment portfolio in lower yielding securities. Moreover, issuers of securities in the Company’sCompany's investment portfolio may prepay or redeem fixed incomematurity securities, as well as asset-backed and commercial and mortgage-backed securities, with greater frequency to borrow at lower market rates. As a general guideline, management estimates that pretax net income in 20152018 and 20162019 would decrease by approximately $4.2$1.5 million (by segment: Annuity $3.0Retirement $1.0 million, Life $0.9$0.3 million and Property and Casualty $0.3$0.2 million) and $10.9$7.8 million (by segment: Annuity $7.4Retirement $5.4 million, Life $2.4$1.5 million and Property and Casualty $1.1$0.9 million), respectively, for each 100 basis point decline in reinvestment rates, before assuming any reduction in annuity crediting rates on in-force contracts. In addition, declining interest rates also could negatively impact the amortization of deferred policy acquisition costs, as well as the recoverability of goodwill, due to the impacts on the estimated fair value of the Company’s reportingCompany's operating segments.


The Company has been and continues to be proactive in its investment strategies, product designs and crediting rate strategies to mitigate the risk of unfavorable consequences in this type of interest rate environment without venturing into asset classes or individual securities that would be inconsistent with the Company’sCompany's conservative investment guidelines. Lowering interest crediting rates on annuity contracts can help offset decreases in investment margins on some products. The Company’sCompany's ability to lower interest


crediting rates could be limited by competition, regulatory approval or contractual guarantees of minimum rates and may not match the timing or magnitude of changes in investment yields.


Based on the Company’sCompany's overall exposure to interest rate risk, the Company believes that these changes in interest rates would not materially affect its consolidated near-term financial position, results of operations or cash flows.

F-34

Recent Accounting Changes

Revenue Recognition

In May 2014, the Financial

Pending Accounting Standards Board (“FASB”) issued
There are several pending accounting guidancestandards that the Company has not implemented because the implementation date has not yet occurred. For a discussion of these pending standards, see Notes to provide a single comprehensive model inConsolidated Financial Statements - Note 1 - Summary of Significant Accounting Policies - Pending Accounting Standards. The effect of implementing certain accounting for revenue arising from contracts with customers. The guidance applies to all contracts with customers; however, insurance contracts are specifically excluded. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those years. Early application is not permitted. Management believes the adoption of this accounting guidance will not have a material effectstandards on the Company's financial results and financial condition is often based in part on market conditions at the time of operations or financial positionimplementation of the Company.

Repurchase Agreements

In June 2014, the FASB issued accountingstandard and reporting guidance for repurchase agreements and similar transactions that distinguishes between transactions that settle at the same time as the maturity of the transferred financial asset and those that settle any time before maturity. The guidance requires repurchase-to-maturity transactions to be accounted for as secured borrowings rather than as sales with forward repurchase agreements. The guidance is effective for annual reporting periods beginning after December 15, 2014, including interim periods within those years. Early application is not permitted. Management believes the adoption of this accounting guidance will not have a material effect on the results of operations or financial position of the Company.

Equity Compensation

In June 2014, the FASB issued guidance to address diversity in accounting treatment of share-based payment awards that require a specific performance target to be achieved for employees to become eligible to vest in the awards and the terms of an award provideother factors that the performance target could be achieved after an employee completesCompany is unable to determine prior to implementation. For this reason, the requisite service period. The guidanceCompany is effective for annual reporting periods beginning after December 15, 2015, including interim periods within those years. Early application is permitted. Management believessometimes unable to estimate the adoptioneffect of thiscertain pending accounting guidance will not have a material effect onstandards until the results of operationsrelevant authoritative body finalizes these standards or financial position ofuntil the Company.

Company implements them.


Effects of Inflation and Changes in Interest Rates

The Company's operating results are affected significantly in at least three ways by changes in interest rates and inflation. First, inflation directly affects propertyProperty and casualtyCasualty claims costs. Second, the investment income earned on the Company's investment portfolio and the fair value of the investment portfolio are related to the yields available in the fixed-incomefixed income markets. An increase in interest rates will decrease the fair value of the investment portfolio, but will increase investment income as investments mature and proceeds are reinvested at higher rates. Third, as interest rates increase, competitors will typically increase crediting rates on annuityinvestment contracts and interest-sensitive life insurance products with account values, and may lower premium rates on propertyProperty and casualtyCasualty lines to reflect the higher yields available in the market. The risk of interest rate fluctuation is managed through asset/liability management techniques, including cash flow analysis.

F-35

F-32





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The

To the Board of Directors and Shareholders

Horace Mann Educators Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidatedbalanceconsolidated balance sheets of Horace Mann Educators Corporation and subsidiaries (the Company)"Company") as of December 31, 20142017 and 2013, and2016, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of2017, and the consolidated financial statements, we also have auditedrelated notes and financial statement schedules I to IV and VI.VI (collectively, the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2014,2017, based on criteria established inInternal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company'sCompany’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Annual Report on Internal Control Over Financial Reporting (Item 9A.b.)9A.b). Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements and financial statement schedules, and an opinion on the Company'sCompany’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidatedfinancial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

F-36

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG LLP

KPMG LLP

We have served as the Company’s auditor since 1989.
Chicago, Illinois

March 2, 2015

F-37
Table of Contents
February 28, 2018




F-34





HORACE MANN EDUCATORS CORPORATION

CONSOLIDATED BALANCE SHEETS

As of December 31, 20142017 and 2013

2016

(Dollars$ in thousands, except per share data)

  December 31, 
  2014          2013 
ASSETS        
Investments        
Fixed maturities, available for sale, at fair value
(amortized cost 2014, $6,375,237; 2013, $5,784,205)
 $6,893,090  $6,009,573 
Equity securities, available for sale, at fair value
(cost 2014, $99,904; 2013, $84,754)
  110,655   91,858 
Short-term and other investments  399,722   438,042 
Total investments  7,403,467   6,539,473 
Cash  11,675   18,189 
Deferred policy acquisition costs  215,082   245,355 
Goodwill  47,396   47,396 
Other assets  277,350   228,264 
Separate Account (variable annuity) assets  1,813,557   1,747,995 
Total assets $9,768,527  $8,826,672 
         
LIABILITIES AND SHAREHOLDERS' EQUITY        
Policy liabilities        
Fixed annuity contract liabilities $3,774,457  $3,515,865 
Interest-sensitive life contract liabilities  792,039   777,292 
Unpaid claims and claim expenses  325,784   291,627 
Future policy benefits  235,775   223,295 
Unearned premiums  223,413   221,114 
Total policy liabilities  5,351,468   5,029,193 
Other policyholder funds  606,738   346,292 
Other liabilities  422,362   366,013 
Short-term debt  38,000   38,000 
Long-term debt, current and noncurrent  199,939   199,874 
Separate Account (variable annuity) liabilities  1,813,557   1,747,995 
Total liabilities  8,432,064   7,727,367 
Preferred stock, $0.001 par value, authorized 1,000,000 shares; none issued  -   - 
Common stock, $0.001 par value, authorized 75,000,000 shares; issued, 2014, 64,245,048; 2013, 63,629,105  64   64 
Additional paid-in capital  422,232   407,056 
Retained earnings  1,065,318   1,000,312 
Accumulated other comprehensive income (loss), net of taxes:        
Net unrealized gains on fixed maturities and equity securities  297,554   133,990 
Net funded status of pension and other postretirement benefit obligations  (12,953)  (11,776)
Treasury stock, at cost, 2014, 23,308,430 shares; 2013, 23,117,554 shares  (435,752)  (430,341)
Total shareholders' equity  1,336,463   1,099,305 
Total liabilities and shareholders' equity $9,768,527  $8,826,672 

  December 31,
  2017 2016
ASSETS
Investments  
  
Fixed maturity securities, available for sale, at fair value
(amortized cost 2017, $7,302,950; 2016, $7,152,127)
 $7,724,075
 $7,456,708
Equity securities, available for sale, at fair value
(cost 2017, $116,320; 2016, $134,013)
 135,466
 141,649
Short-term and other investments 492,807
 401,015
Total investments 8,352,348
 7,999,372
Cash 7,627
 16,670
Deferred policy acquisition costs 257,826
 267,580
Goodwill 47,396
 47,396
Other assets 381,182
 321,874
Separate Account (variable annuity) assets 2,151,961
 1,923,932
Total assets $11,198,340
 $10,576,824
     
LIABILITIES AND SHAREHOLDERS' EQUITY
Policy liabilities  
  
Investment contract and life policy reserves $5,573,735
 $5,447,969
Unpaid claims and claim expenses 347,749
 329,888
Unearned premiums 260,539
 246,274
Total policy liabilities 6,182,023
 6,024,131
Other policyholder funds 724,261
 708,950
Other liabilities 341,053
 378,620
Long-term debt 297,469
 247,209
Separate Account (variable annuity) liabilities 2,151,961
 1,923,932
Total liabilities 9,696,767
 9,282,842
Preferred stock, $0.001 par value, authorized
1,000,000 shares; none issued
 
 
Common stock, $0.001 par value, authorized 75,000,000 shares;
issued, 2017, 65,439,245; 2016, 64,917,683
 65
 65
Additional paid-in capital 464,246
 453,479
Retained earnings 1,231,177
 1,155,732
Accumulated other comprehensive income (loss), net of taxes:    
Net unrealized investment gains
on fixed maturity and equity securities
 300,177
 175,738
Net funded status of benefit plans (13,217) (11,817)
Treasury stock, at cost, 2017, 24,721,372 shares;
2016, 24,672,932 shares
 (480,875) (479,215)
Total shareholders' equity 1,501,573
 1,293,982
Total liabilities and shareholders' equity $11,198,340
 $10,576,824






See accompanying Notes to Consolidated Financial Statements.


F-35





HORACE MANN EDUCATORS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars$ in thousands, except per share data)

  Year Ended December 31, 
  2014          2013          2012 
          
Revenues            
Insurance premiums and contract charges earned $715,760  $690,938  $670,527 
Net investment income  329,815   313,610   306,003 
Net realized investment gains  10,917   22,245   27,298 
Other income  4,193   4,474   6,986 
             
Total revenues  1,060,685   1,031,267   1,010,814 
             
Benefits, losses and expenses            
Benefits, claims and settlement expenses  468,426   448,317   448,250 
Interest credited  176,139   169,893   163,565 
Policy acquisition expenses amortized  93,817   84,643   79,519 
Operating expenses  161,992   160,112   156,058 
Interest expense  14,198   14,236   14,249 
             
Total benefits, losses and expenses  914,572   877,201   861,641 
             
Income before income taxes  146,113   154,066   149,173 
Income tax expense  41,870   43,173   45,307 
             
Net income $104,243  $110,893  $103,866 
             
Net income per share            
Basic $2.50  $2.75  $2.63 
Diluted $2.47  $2.66  $2.51 
             
Weighted average number of shares and equivalent shares            
Basic  41,646,281   40,376,562   39,513,540 
Diluted  42,230,559   41,633,240   41,388,368 
             
Net realized investment gains            
Total other-than-temporary impairment losses on securities $(6,385) $(1,532) $- 
Portion of losses recognized in other comprehensive income (loss)  -   -   - 
Net other-than-temporary impairment losses on securities recognized in earnings  (6,385)  (1,532)  - 
Realized gains, net  17,302   23,777   27,298 
Total $10,917  $22,245  $27,298 

  Year Ended December 31,
  2017 2016 2015
Revenues  
  
  
Insurance premiums and contract charges earned $794,703
 $759,146
 $731,880
Net investment income 373,630
 361,186
 332,600
Net realized investment gains (losses) (3,406) 4,123
 12,713
Other income 6,623
 4,455
 3,255
       
Total revenues 1,171,550
 1,128,910
 1,080,448
       
Benefits, losses and expenses  
  
  
Benefits, claims and settlement expenses 582,306
 541,004
 496,364
Interest credited 198,635
 192,022
 182,842
DAC amortization expense 102,185
 96,732
 98,919
Operating expenses 187,789
 173,112
 157,411
Interest expense 11,948
 11,808
 13,122
Debt retirement costs 
 
 2,338
       
Total benefits, losses and expenses 1,082,863
 1,014,678
 950,996
       
Income before income taxes 88,687
 114,232
 129,452
Income tax expense (benefit) (80,772) 30,467
 35,970
       
Net income $169,459
 $83,765
 $93,482
       
Net income per share  
  
  
Basic $4.10
 $2.04
 $2.23
Diluted $4.08
 $2.02
 $2.20
       
Weighted average number of shares and equivalent shares  
  
  
Basic 41,364,546
 41,158,349
 41,914,864
Diluted 41,564,979
 41,475,516
 42,424,806
       
Net realized investment gains (losses)  
  
  
Total other-than-temporary impairment losses on securities $(12,620) $(11,401) $(23,796)
Portion of losses recognized in other
comprehensive income (loss)
 
 (290) (4,300)
Net other-than-temporary impairment losses
on securities recognized in earnings
 (12,620) (11,111) (19,496)
Realized gains, net 9,214
 15,234
 32,209
Total $(3,406) $4,123
 $12,713








See accompanying Notes to Consolidated Financial Statements.


F-36





HORACE MANN EDUCATORS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars$ in thousands)

  Year Ended December 31, 
  2014          2013          2012 
          
Comprehensive income (loss)            
Net income $104,243  $110,893  $103,866 
Other comprehensive income (loss), net of taxes:            
Change in net unrealized gains and losses on fixed maturities and equity securities  163,564   (248,410)  114,178 
Change in net funded status of pension and other postretirement benefit obligations  (1,177)  3,535   931 
Other comprehensive income (loss)  162,387   (244,875)  115,109 
Total $266,630  $(133,982) $218,975 

  Year Ended December 31,
  2017 2016 2015
Comprehensive income (loss)  
  
  
Net income $169,459
 $83,765
 $93,482
Other comprehensive income (loss), net of taxes:  
  
  
Change in net unrealized investment gains and
losses on fixed maturity and equity securities
 74,405
 571
 (122,387)
Change in net funded status of benefit plans 734
 (23) 1,159
Other comprehensive income (loss) 75,139
 548
 (121,228)
Total $244,598
 $84,313
 $(27,746)





































See accompanying Notes to Consolidated Financial Statements.



F-37





HORACE MANN EDUCATORS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars$ in thousands, except per share data)

  Year Ended December 31, 
  2014          2013          2012 
          
Common stock, $0.001 par value            
Beginning balance $64  $62  $62 
Options exercised, 2014, 435,665 shares; 2013, 1,158,537 shares; 2012, 389,089 shares  -   2   - 
Conversion of common stock units, 2014, 10,834 shares; 2013, 11,851 shares; 2012, 15,084 shares  -   -   - 
Conversion of restricted stock units, 2014, 169,444 shares; 2013, 146,930 shares; 2012, 104,152 shares  -   -   - 
Ending balance  64   64   62 
             
Additional paid-in capital            
Beginning balance  407,056   383,135   373,384 
Options exercised and conversion of common stock units and restricted stock units  13,906   22,502   7,275 
Share-based compensation expense  1,270   1,419   2,476 
Ending balance  422,232   407,056   383,135 
             
Retained earnings            
Beginning balance  1,000,312   921,969   840,644 
Net income  104,243   110,893   103,866 
Cash dividends, 2014, $0.92 per share; 2013, $0.78 per share; 2012, $0.55 per share  (39,237)  (32,550)  (22,541)
Ending balance  1,065,318   1,000,312   921,969 
             
Accumulated other comprehensive income (loss), net of taxes            
Beginning balance  122,214   367,089   251,980 
Change in net unrealized gains on fixed maturities and equity securities  163,564   (248,410)  114,178 
Change in net funded status of pension and other postretirement benefit obligations  (1,177)  3,535   931 
Ending balance  284,601   122,214   367,089 
             
Treasury stock, at cost            
Beginning balance, 2014, 23,117,554 shares; 2013, 22,943,925 shares; 2012, 22,028,030 shares  (430,341)  (426,452)  (410,717)
Acquisition of shares, 2014, 190,876 shares; 2013, 173,629 shares; 2012, 915,895 shares  (5,411)  (3,889)  (15,735)
Ending balance, 2014, 23,308,430 shares; 2013, 23,117,554 shares; 2012, 22,943,925 shares  (435,752)  (430,341)  (426,452)
             
Shareholders' equity at end of period $1,336,463  $1,099,305  $1,245,803 

  Year Ended December 31,
  2017 2016 2015
Common stock, $0.001 par value  
  
  
Beginning balance $65
 $65
 $64
Options exercised, 2017, 208,306 shares;
2016, 142,203 shares; 2015, 85,532 shares
 
 
 
Conversion of common stock units, 2017, 15,981 shares;
2016, 15,629 shares; 2015, 8,293 shares
 
 
 
Conversion of restricted stock units, 2017, 313,292 shares;
2016, 222,297 shares; 2015, 198,681 shares
 
 
 1
Ending balance 65
 65
 65
       
Additional paid-in capital  
  
  
Beginning balance 453,479
 442,648
 422,232
Options exercised and conversion of common
stock units and restricted stock units
 2,962
 2,696
 13,605
Share-based compensation expense 7,805
 8,135
 6,811
Ending balance 464,246
 453,479
 442,648
       
Retained earnings  
  
  
Beginning balance 1,155,732
 1,116,277
 1,065,318
Net income 169,459
 83,765
 93,482
Cash dividends, 2017, $1.10 per share;
2016, $1.06 per share; 2015, $1.00 per share
 (46,114) (44,310) (42,523)
Reclassification of deferred taxes (47,900) 
 
Ending balance 1,231,177
 1,155,732
 1,116,277
       
Accumulated other comprehensive income (loss), net of taxes  
  
  
Beginning balance 163,921
 163,373
 284,601
Change in net unrealized investment gains and
losses on fixed maturity and equity securities
 74,405
 571
 (122,387)
Change in net funded status of benefit plans 734
 (23) 1,159
Reclassification of deferred taxes 47,900
 
 
Ending balance 286,960
 163,921
 163,373
       
Treasury stock, at cost  
  
  
Beginning balance, 2017, 24,672,932 shares;
2016, 23,971,522 shares; 2015, 23,308,430 shares
 (479,215) (457,702) (435,752)
Acquisition of shares, 2017, 48,440 shares;
2016, 701,410 shares; 2015, 663,092 shares
 (1,660) (21,513) (21,950)
Ending balance, 2017, 24,721,372 shares;
2016, 24,672,932 shares; 2015, 23,971,522 shares
 (480,875) (479,215) (457,702)
       
Shareholders' equity at end of period $1,501,573
 $1,293,982
 $1,264,661






See accompanying Notes to Consolidated Financial Statements.


F-38





HORACE MANN EDUCATORS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars$ in thousands)

  Year Ended December 31, 
  2014          2013          2012 
Cash flows - operating activities            
Premiums collected $707,275  $688,355  $662,729 
Policyholder benefits paid  (486,295)  (476,103)  (484,144)
Policy acquisition and other operating expenses paid  (262,765)  (251,293)  (230,072)
Federal income taxes paid  (29,195)  (33,672)  (14,444)
Investment income collected  324,252   311,712   303,385 
Interest expense paid  (13,902)  (13,825)  (13,948)
Contribution to defined benefit pension plan trust fund  (2,000)  (3,103)  (2,534)
Other  (15,437)  (16,135)  (18,124)
             
Net cash provided by operating activities  221,933   205,936   202,848 
             
Cash flows - investing activities            
Fixed maturities            
Purchases  (1,309,267)  (1,212,937)  (1,448,219)
Sales  261,696   298,045   576,708 
Maturities, paydowns, calls and redemptions  451,074   504,921   585,615 
Purchase of other invested assets  (16,041)  (35,000)  (50,000)
Net cash provided by (used in) short-term and other investments  47,023   (153,355)  (18,902)
             
Net cash used in investing activities  (565,515)  (598,326)  (354,798)
             
Cash flows - financing activities            
Dividends paid to shareholders  (39,237)  (32,550)  (22,541)
Acquisition of treasury stock  (5,411)  (3,889)  (15,735)
Exercise of stock options  8,252   19,336   5,421 
Annuity contracts: variable, fixed and FHLB funding agreements            
Deposits  730,632   673,057   417,600 
Benefits, withdrawals and net transfers to Separate Account (variable annuity) assets  (326,374)  (278,350)  (220,803)
Life policy accounts            
Deposits  1,093   1,636   1,881 
Withdrawals and surrenders  (4,883)  (4,734)  (5,161)
Cash received (paid) related to repurchase agreements  (25,848)  25,848   - 
Change in bank overdrafts  (1,156)  (4,956)  (983)
             
Net cash provided by financing activities  337,068   395,398   159,679 
             
Net increase (decrease) in cash  (6,514)  3,008   7,729 
             
Cash at beginning of period  18,189   15,181   7,452 
             
Cash at end of period $11,675  $18,189  $15,181 

  Year Ended December 31,
  2017 2016 2015
Cash flows - operating activities  
  
  
Premiums collected $739,503
 $710,646
 $723,705
Policyholder benefits paid (528,501) (511,017) (534,359)
Policy acquisition and other operating expenses paid (283,351) (277,076) (267,854)
Income taxes paid (16,259) (27,847) (24,861)
Investment income collected 363,283
 344,778
 330,034
Interest expense paid (11,555) (11,754) (13,521)
Other (6,534) (16,297) (5,430)
Net cash provided by operating activities 256,586
 211,433
 207,714
       
Cash flows - investing activities  
  
  
Fixed maturity securities  
  
  
Purchases (1,569,220) (1,566,047) (1,490,376)
Sales 500,760
 429,251
 445,100
Maturities, paydowns, calls and redemptions 927,665
 799,653
 683,335
Equity securities      
Purchases (32,312) (60,135) (33,922)
Sales and repayments 53,100
 21,210
 37,943
Purchase of other invested assets (117,502) (83,588) (38,018)
Net cash provided by (used in) short-term and other investments 8,845
 134,296
 (19,911)
Net cash used in investing activities (228,664) (325,360) (415,849)
       
Cash flows - financing activities  
  
  
Dividends paid to shareholders (46,114) (44,310) (42,523)
Proceeds from issuance of Senior Notes due 2025 
 
 246,937
Redemption of Senior Notes due 2016 
 
 (127,292)
Maturity of Senior Notes due 2015 
 
 (75,000)
Principal repayment on Bank Credit Facility 
 
 (38,000)
FHLB borrowings 50,000
 
 
Acquisition of treasury stock (1,660) (21,513) (21,950)
Proceeds from exercise of stock options 4,190
 3,329
 1,629
Withholding tax payments on RSUs tendered (3,245) (4,015) (671)
Annuity contracts: variable, fixed and
FHLB funding agreements
  
  
  
Deposits 453,146
 520,211
 623,021
Benefits, withdrawals and net transfers to
Separate Account (variable annuity) assets
 (411,061) (349,915) (354,735)
Transfer of Company 401(k) to a third-party provider (77,898) 
 
Life policy accounts  
  
  
Deposits 4,883
 4,018
 1,455
Withdrawals and surrenders (4,458) (3,965) (3,985)
Change in bank overdrafts (4,748) 11,248
 3,083
Net cash provided by (used in) financing activities (36,965) 115,088
 211,969
       
Net increase (decrease) in cash (9,043) 1,161
 3,834
       
Cash at beginning of period 16,670
 15,509
 11,675
       
Cash at end of period $7,627
 $16,670
 $15,509
See accompanying Notes to Consolidated Financial Statements.


F-39





HORACE MANN EDUCATORS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014, 20132017, 2016 and 2012

2015

(Dollars$ in thousands, except per share data)


NOTE 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with United States (“U.S.”(U.S.) generally accepted accounting principles (“GAAP”)(GAAP) and with the rules and regulations of the Securities and Exchange Commission (“SEC”)(SEC), specifically Regulation S-X and the instructions to Form 10-K. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities, (2) disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (3) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements include the accounts of Horace Mann Educators Corporation and its wholly-owned subsidiaries (“HMEC”;(HMEC; and together with its subsidiaries, the “Company”Company or “Horace Mann”)Horace Mann). HMEC and its subsidiaries have common management, share office facilities and are parties to intercompany service agreements for management, administrative, utilization of personnel, financial, investment advisory, underwriting, claims adjusting, agency and data processing services. Under these agreements, costs have been allocated among the companies in conformity with GAAP. In addition, certain of the subsidiaries have entered into intercompany reinsurance agreements. HMEC and its subsidiaries file a consolidated federal income tax return, and there are related tax sharing agreements. All significant intercompany balances and transactions have been eliminated in consolidation.

The subsidiaries of HMEC market and underwrite personal lines of property and casualty insurance products (primarily personal lines automobile and homeowners) insurance,property insurance), retirement annuitiesproducts (primarily tax-qualified products)annuities) and life insurance, primarily to K-12 teachers, administrators and other employees of public schools and their families. HMEC’sHMEC's principal operating subsidiaries are Horace Mann Life Insurance Company, Horace Mann Insurance Company, Teachers Insurance Company, Horace Mann Property & Casualty Insurance Company and Horace Mann Lloyds.

The Company has evaluated subsequent events through the date these consolidated financial statements were issued.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

There were no subsequent events requiring adjustment to the financial statements or disclosure.

Investments

The Company invests primarily in fixed maturity securities (“fixed maturities”).securities. This category includes primarily bonds and notes, but also includes redeemable preferred stocks. These securities are classified as available for sale and carried at fair value. The net adjustment for net unrealized investment gains and losses on all securities available for sale, carried at fair value, is recorded as a separate component of accumulated other comprehensive income within shareholders' equity, net of applicable deferred taxes and the related impact on deferred policy acquisition costs associated with interest-sensitiveannuity contracts and life and annuity contractsinsurance products with account values that would have occurred if the securities had been sold at their aggregate fair value and the proceeds reinvested at current yields.


F-40

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Equity securities are classified as available for sale and carried at fair value. This category includes nonredeemable preferred stocks and common stocks.

Short-term and other investments are comprised of short-term fixed incomematurity securities, generally carried at cost which approximates fair value; derivative instruments (all call options), carried at fair value; policy loans, carried at unpaid principal balances; mortgage loans, carried at unpaid principal less a valuation allowance for estimated uncollectible amounts;principal; certain alternative investments (primarily investments in limited partnerships) which are accounted for as equity method investments; and restricted Federal Home Loan Bank membership and activity stocks, carried at redemption value which approximates fair value.

The Company invests in fixed maturity securities and alternative investment funds that could qualify as variable interest entities, including corporate securities, mortgage-backed securities and asset-backed securities. TheSuch securities have been reviewed and determined not to be subject to consolidation as the Company is not the primary beneficiary of these securities asbecause the Company does not have the power to direct the activities that most significantly impact the entities’entities' economic performance.

Interest

Investment income is recognized as earned. Investment income reflects amortization of premiums and accrual of discounts on an effective-yield basis.

Realized gains and losses arising from the disposal (recorded on a trade date basis) or impairment of securities are determined based upon specific identification of securities. The Company evaluates all investments in its portfolio for other-than-temporary declines in value as described in the following section.

F-44

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Other-than-temporary Impairment of Investments

The Company's methodology of assessing other-than-temporary impairments (OTTI) is based on security-specific facts and circumstances as of the balance sheetreporting date. Based on these facts, for fixed maturity securities if (1) the Company has the intent to sell the fixed maturity security, (2) it is more likely than not the Company will be required to sell the fixed maturity security before the anticipated recovery of the amortized cost basis, or (3) management does not expect to recover the entire cost basis of the fixed maturity security, an other-than-temporary impairmentOTTI is considered to have occurred. For equity securities, if (1) the Company does not have the ability and intent to hold the security for the recovery of cost or (2) recovery of cost is not expected within a reasonable period of time, an other-than-temporary impairmentOTTI is considered to have occurred. Additionally, if events become known that call into question whether the security issuer has the ability to honor its contractual commitments, such security holding will be evaluated to determine whether or not such security has suffered an other-than-temporary decline in value.

The Company reviewshas a policy and process to evaluate investments (at the fair value of all investments in its portfoliocusip/issuer level) on a monthlyquarterly basis to assess whether an other-than-temporary decline in valuethere has occurred.been OTTI. These reviews, in conjunction with the Company's investment managers' monthly credit reports and relevant factors such as (1) the financial condition and near-term prospects of the issuer, (2) the length of time and extent to which the fair value has been less than amortized cost for fixed maturity securities or cost for equity securities, (3) for fixed maturity securities, the Company’sCompany's intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the anticipated recovery in the amortized cost basis; and for equity securities, the Company’sCompany's ability and intent to hold the security for the recovery of cost or if recovery of cost is not expected within a reasonable period of time, (4) the stock price trend of the issuer, (5) the market leadership position of the issuer, (6) the debt ratings of the issuer, and (7) the cash flows and liquidity of the issuer or the underlying cash flows for asset-backed securities, are all considered in the impairment assessment. A write-down ofWhen an investment is recorded when a decline in the fair value of that investmentOTTI is deemed to be other-than-temporary,have occurred, the investment is written-down to fair value at the trade lot level, with a realized investment loss charged to income for the period for the full loss amount for all equity securities and for

F-41

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



the credit-related loss portion associated with impaired fixed maturity securities. The amount of the total other-than-temporary impairmentOTTI related to non-credit factors for fixed maturity securities is recognized in other comprehensive income (OCI), net of applicable taxes, unlessin which the Company has the intent to sell the security or if it is more likely than not the Company will be required to sell the security before the anticipated recovery of the amortized cost basis.

With respect to fixed incomematurity securities involving securitized financial assets — primarily asset-backed and commercial mortgage-backed securities in the Company’sCompany's portfolio — a significant portion of the fair values is determined by observable inputs. In addition, the securitized financial asset securities’securities' underlying collateral cash flows are stress tested to determine if there has been any adverse change in the expected cash flows.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

A decline in fair value below amortized cost is not assumed to be other-than-temporary for fixed maturity investmentssecurities with unrealized losses due to spread widening, market illiquidity or changes in interest rates where there exists a reasonable expectation based on the Company’sCompany's consideration of all objective information available that the Company will recover the entire amortized cost basis of the security and the Company does not have the intent to sell the investmentsecurity before maturity or a market recovery is realized and it is more likely than not the Company will not be required to sell the investment. An other-than-temporary impairmentsecurity. OTTI loss will be recognized based upon all relevant facts and circumstances for each investment, as appropriate.

Additional considerations for certain types of securities include the following:

Corporate Fixed Maturity Securities

Judgments regarding whether a corporate fixed maturity security is other-than-temporarily impaired include analyzing the issuer’sissuer's financial condition and whether there has been a decline in the issuer’sissuer's ability to service the specific security. The analysis of the security issuer is based on asset coverage, cash flow multiples or other industry standards. Several factors assessed include, but are not limited to, credit quality ratings, cash flow sustainability, liquidity, financial strength, industry and market position. Sources of information include, but are not limited to, management projections, independent consultants, external analysts’analysts' research, peer analysis and the Company’sCompany's internal analysis.

If the Company has concerns regarding the viability of the issuer or its ability to service the specific security after this assessment, a cash flow analysis is prepared to determine if the present value of future cash flows has declined below the amortized cost of the fixed maturity security. This analysis to determine an estimate of ultimate recovery value is combined with the estimated timing to recovery and any other applicable cash flows that are expected. If a cash flow analysis estimate is not feasible, then the market’smarket's view of cash flows implied by the period end fair value, market discount rates and effective yield are the primary factors used to estimate aan ultimate recovery value.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Mortgage-Backed Securities Not Issued By the U.S. Government or Federally Sponsored Agencies

The Company uses an estimate of future cash flows expected to be collected to evaluate its mortgage-backed securities for other-than-temporary impairment.OTTI. The determination of cash flow estimates is inherently subjective and methodologies may vary depending on facts and circumstances specific to the security. All reasonably available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable assumptions and forecasts, are considered when developing the estimate of future cash flows expected to be collected. Information includes, but is not limited to, debt-servicing, missed refinancing opportunities and geography.

F-42

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Loan level characteristics such as issuer, FICO score, payment terms, level of documentation, property or residency type, and economic outlook are also utilized in financial models, along with historical performance, to estimate or measure the loan’sloan's propensity to default. Additionally, financial models take into account loan age, lease rollovers, rent volatilities, vacancy rates and exposure to refinancing as additional drivers of default. For transactions where loan level data is not available, financial models use a proxy based on the collateral characteristics. Loss severity is a function of multiple factors including, but not limited to, the unpaid balance, interest rate, mortgage insurance ratios, assessed property value at origination, change in property valuation and loan-to-value ratio at origination. Prepayment speeds, both actual and estimated, cost of capital rates and debt service ratios are also considered. The cash flows generated by the collateral securing these securities are then estimated with these default, loss severity and prepayment assumptions. These collateral cash flows are then utilized, along with consideration for the issue’sissuer's position in the overall structure, to estimate the cash flows associated with the residential or commercial mortgage-backed security held by the Company.

Municipal Bonds

The Company’sCompany's municipal bond portfolio consists primarily of special revenue bonds, which present unique considerations in evaluating other-than-temporary impairments,OTTI, but also includes general obligation bonds. The Company evaluates special revenue bonds for other-than-temporary impairmentOTTI based on guarantees associated with the repayment from revenues generated by the specified revenue-generating activity associated with the purpose of the bonds. Judgments regarding whether a municipal bond is other-than-temporarily impaired include analyzing the issuer’sissuer's financial condition and whether there has been a decline in the overall financial condition of the issuer or its ability to service the specific security. Security credit ratings are reviewed with emphasis on the economy, finances, debt and management of the municipal issuer. Certain securities may be guaranteed by the mono-line credit insurers or other forms of guarantee.
While not relied upon in the initial security purchase decision, insurance benefits are considered in the assessments for other-than-temporary impairment,OTTI, including the credit-worthiness of the guarantor. Municipalities possess unique powers, along with a special legal standing and protections, that enable them to act quickly to restore budgetary balance and fiscal integrity. These powers include the sovereign power to tax, access to one-time revenue sources, capacity to issue or restructure debt, and ability to shift spending to other authorities. State governments often provide secondary support to local governments in times of financial stress and the federal government has provided assistance to state governments during recessions.

F-47

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

If the Company has concerns regarding the viability of the municipal issuer or its ability to service the specific security after this analysis, a cash flow analysis is prepared to determine a present value and whether it has declined below the amortized cost of the security. If a cash flow analysis is not feasible, then the market’smarket's view of the period end fair value, market discount rates and effective yield are the primary factors used to estimate the present value.


F-43

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Credit Losses

The Company estimates the amount of the credit loss component of a fixed maturity security impairment as the difference between amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset-backed or floating rate security. The methodology and assumptions for establishing the best estimate of cash flows vary depending on the type of security. Corporate fixed maturity security and municipal bond cash flow estimates are derived from scenario-based outcomes of expected restructurings or the disposition of assets using specific facts and other circumstances, including timing, security interests and loss severity and when not reasonably estimable, such securities are impaired to fair value as management’smanagement's best estimate of the present value of future cash flows. The cash flow estimates for mortgage-backed and other structured securities are based on security specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity and prepayment speeds, and structural support, including subordination and guarantees.

Deferred Policy Acquisition Costs

The Company’sCompany's deferred policy acquisition costs (“DAC”) asset(DAC) by operating segment was as follows:

  December 31, 
   2014                               2013 
       
Annuity $143,522  $170,749 
Life  44,400   48,558 
Property and casualty  27,160   26,048 
Total $215,082  $245,355 

Policy acquisition costs, consisting

($ in thousands) December 31,
  2017 2016
     
Retirement (annuity) $174,661
 $188,117
Life 53,974
 51,859
Property and Casualty 29,191
 27,604
Total $257,826
 $267,580

DAC consists of commissions, policy issuance and other costs which are incremental and directly related to the successful acquisition of new or renewal business, which are capitalizeddeferred and amortized on a basis consistent with the type of insurance coverage. For all investment (annuity) contracts, acquisition costs areDAC is amortized over 20 years in proportion to estimated gross profits. Capitalized acquisition costs for interest-sensitive life contracts also areDAC is amortized over 20 years in proportion to estimated gross profits.profits over 20 years for certain life insurance products with account values and over 30 years for indexed universal life (IUL) contracts. For other individual life contracts, acquisition costs areDAC is amortized in proportion to anticipated premiums over the terms of the insurance policies (10, 15, 20, or 30 years). For propertyProperty and casualtyCasualty policies, acquisition costs areDAC is amortized over the terms of the insurance policies (6 or 12 months).

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

The Company periodically reviews the assumptions and estimates used in capitalizing policy acquisition costsDAC and also periodically reviews its estimations of gross profits, a process sometimes referred to as “unlocking”"unlocking". The most significant assumptions that are involved in the estimation of annuity gross profits include interest rate spreads, future financial market performance, business surrender/lapse rates, expenses and the impact of net realized investment gains and losses.losses on fixed maturity and equity securities. For the variable deposit portion of the annuity segment,Retirement, the Company amortizes policy acquisition costsDAC utilizing a future financial market performance assumption of a 10%8% reversion to the mean approach with a 200 basis point corridor around the mean during the reversion period, representing a cap and a floor on the Company’sCompany's long-term assumption. The Company’sCompany's practice with regard to returns on Separate Accounts assumes that long-term appreciation in the financial market is not changed by short-term market fluctuations, but is only changed when sustained deviations are experienced. The Company monitors these fluctuations and only changes the assumption when its long-term expectation changes.


F-44

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



In the event actual experience differs significantly from assumptions or assumptions are significantly revised, the Company may be required to record a material charge or credit to current period amortization expense for the period in which the adjustment is made. The Company recorded the following adjustments to amortization expense as a result of evaluating actual experience and prospective assumptions, the impact of unlocking:

  Year Ended December 31, 
  2014                              2013                              2012 
Increase (decrease) to amortization:            
Annuity $1,224  $(3,700) $(3,836)
Life  (131)  126   751 
Total $1,093  $(3,574) $(3,085)

Deferred policy acquisition costs

 ($ in thousands) Year Ended December 31,
  2017 2016 2015
Increase (decrease) to amortization expense:  
  
  
Retirement $1,081
 $(313) $3,403
Life (200) (394) (34)
Total $881
 $(707) $3,369

DAC for interest-sensitiveinvestment contracts and life and investment contractsinsurance products with account values are adjusted for the impact on estimated future gross profits as if net unrealized investment gains and losses on fixed maturity and equity securities had been realized at the balance sheetreporting date. This adjustment reduced the DAC asset by $67,932$57,995 thousand and $24,997$40,274 thousand at December 31, 20142017 and 2013,2016, respectively. The after tax impact of this adjustment is included in accumulated other comprehensive income (net unrealized investment gains and losses on fixed maturitiesmaturity and equity securities) within shareholders' equity.

DAC is reviewed for recoverability from future income, including investment income, and costs which are deemed unrecoverable are expensed in the period in which the determination is made. No such costs were deemed unrecoverable during the years ended December 31, 2014, 20132017, 2016 and 2012.

2015.

Goodwill and Value of Acquired Insurance In Force

When the Company was acquired in 1989, intangible assets were recorded in the application of purchase accounting to recognize the value of acquired insurance in force and goodwill. In addition, goodwill was recorded in 1994 related to the purchase of Horace Mann Property & Casualty Insurance Company. The value of acquired insurance in force was fully amortized prior to December 31, 2009.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Goodwill represents the excess of the amounts paid to acquire a business over the fair value of its net assets at the date of acquisition. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. A reporting unit is defined as an operating segment or a business unit one level below an operating segment, if separate financial information is prepared and regularly reviewed by management at that level. The Company’sCompany's reporting units, for which goodwill has been allocated, are equivalent to the Company’sCompany's operating segments.

The allocation of goodwill by reporting unit is as follows: 
($ in thousands)  
   
Retirement $28,025
Life 9,911
Property and Casualty 9,460
Total $47,396


F-45

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



The goodwill impairment test, as defined in the accounting guidance, allows an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of confirming and measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit goodwill exceeds the implied goodwill value, an impairment loss would be recognized in an amount equal to that excess.

The allocation Any amount of goodwill by reporting unitdetermined to be impaired will be recorded as an expense in the period in which the impairment determination is as follows:

Annuity $28,025 
Life  9,911 
Property and casualty  9,460 
Total $47,396 

made.

The Company completed its annual goodwill assessment for the individual reporting units as of October 1, 20142017 and did not utilize the option to perform an initial assessment of qualitative factors. The first step of the Company’sCompany's analysis indicated that fair value exceeded carrying value for all reporting units. The process of evaluating goodwill for impairment required management to make multiple judgments and assumptions to determine the fair value of each reporting unit, including discounted cash flow calculations, the level of the Company’sCompany's own share price and assumptions that market participants would make in valuing each reporting unit. Fair value estimates were based primarily on an in-depth analysis of historical experience, projected future cash flows and relevant discount rates, which considered market participant inputs and the relative risk associated with the projected cash flows. Other assumptions included levels of economic capital, future business growth, earnings projections and assets under management for each reporting unit. Estimates of fair value are subject to assumptions that are sensitive to change and represent the Company’sCompany's reasonable expectation regarding future developments. The Company also considered other valuation techniques such as peer company price-to-earnings and price-to-book multiples.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)


As part of the Company’sCompany's October 1, 20142017 goodwill analysis, the Company compared the fair value of the aggregated reporting units to the market capitalization of the Company. The difference between the aggregated fair value of the reporting units and the market capitalization of the Company was attributed to several factors, most notably market sentiment, trading volume and transaction premium. The amount of the transaction premium was determined to be reasonable based on insurance industry and Company-specific facts and circumstances. There were no other events or material changes in circumstances during 20142016 that indicated that a material change in the fair value of the Company’sCompany's reporting units had occurred.

Any amount of goodwill determined to be impaired will be recorded as an expense in the period in which the impairment determination is made.

During each year from 20122015 through 2014,2017, the Company completed the required annual testing; no impairment charges were necessary as a result of such assessments. The assessment of goodwill recoverability requires significant judgment and is subject to inherent uncertainty. The use of different assumptions, within a reasonable range, could cause the fair value to be below carrying value. Subsequent goodwill assessments could result in impairment, particularly for any reporting unit with at-risk goodwill, due to the impact of a volatile financial market on earnings, discount rate assumptions, liquidity and market capitalization.


F-46

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Property and Equipment

Property and equipment are carried at cost less accumulated depreciation, which is calculated on the straight-line method based on the estimated useful lives of the assets. The estimated life for real estate is identified by specific property and ranges from 20 to 45 years. The estimated useful lives of leasehold improvements and other property and equipment, including capitalized software, generally range from 2 to 10 years. The following amounts are included in Other Assetsassets in the Consolidated Balance Sheets:

  December 31, 
   2014                                     2013 
       
Property and equipment $108,056  $108,394 
Less: accumulated depreciation  77,027   73,459 
Total $31.029  $34,935 

($ in thousands) December 31,
  2017 2016
     
Property and equipment $133,803
 $120,712
Less: accumulated depreciation 94,862
 88,524
Total $38,941
 $32,188

Separate Account (Variable Annuity) Assets and Liabilities

Separate Account assets represent variable annuity contractholder funds invested in various mutual funds. Separate Account assets are recorded at fair value primarily based on market quotations of the underlying securities. Separate Account liabilities are equal to the estimated fair value of Separate Account assets. The investment income, gains and losses of these accounts accrue directly to the contractholders and are not included in the results of operations of the Company. The activity of the Separate Accounts is not reflected in the Consolidated Statements of Operations except for (1) contract charges earned, (2) the activity related to contract guarantees, which are benefits on existing variable annuity contracts, and (3) the impact of financial market performance on theDAC amortization of deferred policy acquisition costs.expense. The Company’sCompany's contract charges earned include fees charged to the Separate Accounts, including mortality charges, risk charges, policy administration fees, investment management fees and surrender charges.

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Future


Investment Contract and Life Policy Benefits, Interest-sensitive Life Contract LiabilitiesReserves
This table summarizes the Company's investment contract and Annuity Contract Liabilities

life policy reserves.

($ in thousands) December 31,
  2017 2016
     
Investment contract reserves $4,452,972
 $4,360,456
Life policy reserves 1,120,763
 1,087,513
Total $5,573,735
 $5,447,969

Liabilities for future benefits on life and annuity policies are established in amounts adequate to meet the estimated future obligations on policies in force.

Liabilities for future policy benefits on certain life insurance policies are computed using the net level premium method including assumptions as to investment yields, mortality, persistency, expenses and other assumptions based on the Company’sCompany's experience, including a provision for adverse deviation. These assumptions are established at the time the policy is issued and are intended to estimate the experience for the period the policy benefits are payable. If experience is less favorable than the assumptions, additional liabilities may be established, resulting in a charge to income for that period. At December 31, 2014,2017, reserve investment yield assumptions ranged from 3.5% to 8.0%.


F-47

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Liabilities for future benefits on annuity contracts and certain long-duration life insurance contracts are carried at accumulated policyholder values without reduction for potential surrender or withdrawal charges. The liability also includes provisions for the unearned portion of certain policy charges.

A guaranteed minimum death benefit (“GMDB”)(GMDB) generally provides an additional benefit if the contractholder dies and the variable annuity contract value is less than a contractually defined amount. The Company has estimated and recorded a GMDB reserve on variable annuity contracts in accordance with accounting guidance.GAAP. Contractually defined amounts vary from contract to contract based on the date the contract was entered into as well as the GMDB feature elected by the contractholder. The Company regularly monitors the GMDB reserve considering fluctuations in the financial market.markets. The Company has a relatively low exposure to GMDB risk as shown below.

  December 31, 
   2014                                     2013 
       
GMDB reserve $278  $209 
Aggregate in-the-money death benefits under the GMDB provision  29,866   30,422 
Variable annuity contract value distribution based on GMDB feature:        
No guarantee  31%  30%
Return of premium guarantee  63%  64%
Guarantee of premium roll-up at an annual rate of 3% or 5%  6%  6%
Total  100%  100%

F-52
($ in thousands) December 31,
  2017 2016
     
GMDB reserve $152
 $225
Aggregate in-the-money death benefits under the GMDB provision 28,345
 32,106
Variable annuity contract value distribution based on GMDB feature:    
No guarantee 29% 32%
Return of premium guarantee 65% 62%
Guarantee of premium roll-up at an annual rate of 3% or 5% 6% 6%
Total 100% 100%

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Policy Liabilities

Reserves for Fixed Indexed Annuities

In 2014, the and Indexed Universal Life Policies

The Company began offeringoffers fixed indexed annuity (“FIA”)(FIA) products with interest crediting strategies linked to the Standard & Poor’sPoor's (S&P) 500 Index and the Dow Jones Industrial Average.Average (DJIA). The Company purchases call options on the applicable indices as an investment to provide the income needed to fund the annual index credits on the indexed products. These products are deferred fixed annuities with a guaranteed minimum interest rate plus a contingent return based on equity market performance and are considered hybrid financial instruments under the Financial Accounting Standards Board’s (“FASB”)Board's (FASB) Accounting Standards Codification (“ASC”)(ASC) Topic 815 “DerivativesDerivatives and Hedging”.Hedging.

 The Company elected to not use hedge accounting for derivative transactions related to the FIA products. As a result, the Company records the purchased call options and the embedded derivative related to the provision of a contingent return at fair value, with changes in fair value reported in Net Realized Investment Gainsrealized investment gains and Losseslosses in the Consolidated Statements of Operations. More information regarding the determination of fair value of the FIA embedded derivative and purchased call options, the only derivative instruments utilized by the Company, is included in “Note 3 — Fair Value of Financial Instruments”. The embedded derivative is bifurcated from the host contract and included in Other Policyholder Fundspolicyholder funds in the Consolidated Balance Sheets. The host contract is accounted for as a debt instrument in accordance with ASC Topic 944 “FinancialFinancial Services — Insurance”Insurance and is included in Fixed Annuity Contract LiabilitiesInvestment contract and life policy reserves in the Consolidated Balance Sheets with any discount to the minimum account value being accreted using the effective yield method. In the Consolidated Statements of Operations, accreted interest for FIA products and benefit claims on these products incurred during the reporting period are included in Benefits, Claimsclaims and Settlement Expenses.

settlement expenses.


F-48

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



The Company offers indexed universal life (IUL) products as part of its product portfolio with interest crediting strategies linked to the S&P's 500 Index and the DJIA as well as a fixed option. The Company purchases call options monthly to economically hedge the potential liabilities arising in IUL accounts. The Company elected to not use hedge accounting for derivative transactions related to the IUL products. As a result, the Company records the purchased call options and the embedded derivative related to the provision of a contingent return at fair value, with changes in fair value reported in Net realized investment gains and losses in the Consolidated Statements of Operations. IUL policies with a balance in one or more indexed accounts are considered to have an embedded derivative. The benefit reserve for the host contract is measured using the retrospective deposit method, which for Horace Mann's IUL product is equal to the account balance. The embedded derivative is bifurcated from the host contract, carried at fair value, and included in Investment contract and life policy reserves in the Consolidated Balance Sheets.
More information regarding the determination of fair value of the FIA and IUL embedded derivatives and purchased call options, the only derivative instruments utilized by the Company, is included in Note 3 — Fair Value of Financial Instruments.
Unpaid Claims and Claim Expenses

Liabilities for propertyProperty and casualtyCasualty unpaid claims and claim expenses include provisions for payments to be made on reported claims, claims incurred but not yet reported and associated settlement expenses. All of the Company's reserves for propertyProperty and casualtyCasualty unpaid claims and claim expenses are carried at the full value of estimated liabilities and are not discounted for interest expected to be earned on reserves. Estimated amounts of salvage and subrogation on unpaid propertyProperty and casualtyCasualty claims are deducted from the liability for unpaid claims. Due to the nature of the Company's personal lines business, the Company has no exposure to losses related to claims for toxic waste cleanup, other environmental remediation or asbestos-related illnesses other than claims under homeownersproperty insurance policies for environmentally related items such as mold.

F-53

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Other Policyholder Funds

Other Policyholder Fundspolicyholder funds includes supplementary contracts without life contingencies and dividend accumulations, as well as balances outstanding under the funding agreements with the Federal Home Loan Bank of Chicago (“FHLB”)(FHLB) and embedded derivatives related to fixed indexed annuities.FIA products. Except for embedded derivatives, each of these components is carried at cost, which management believes is a reasonable estimate of fair value due to the relatively short duration of these items, based on the Company’s past experience.cost. Embedded derivatives are carried at fair value. Amounts received and repaid under the FHLB funding agreements are classified in the financing activities section of the Company’sCompany's Consolidated Statements of Cash Flows combined with annuity contract deposits and disbursements, respectively.


F-49

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Federal Home Loan Bank (FHLB) Funding Agreements

In 2013, one

One of the Company's subsidiaries, Horace Mann Life Insurance Company (“HMLIC”)(HMLIC), becameis a member of the FHLB, which provides HMLIC with access to collateralized borrowings and other FHLB products. As membership requires the ownership of member stock, in June 2013, HMLIC purchased common stock to meet the membership requirement. Any borrowing from the FHLB requires the purchase of FHLB activity-based common stock in an amount equal to 5.0% of the borrowing, or a lower percentage — such as 2.0% based on the Reduced Capitalization Advance Program. For FHLB advances and funding agreements combined, HMEC's Board of Directors (Board) has authorized a maximum amount equal to 10% of HMLIC’sHMLIC's admitted assets using prescribed statutory accounting principles. On both December 27, 2013 and September 18, 2014, and December 27, 2013, the Company received $250,000 thousand under funding agreements with $125,000 maturingand on December 28, 2015, an additional $75,000 thousand was received under a funding agreement for HMLIC. For the total $575,000 thousand received, $250,000 thousand matures on September 13, 2019, $125,000 maturingthousand matures on December 15, 2023 and, the additional $250,000 maturing$200,000 thousand matures on September 13, 2019.January 16, 2026. Interest on the funding agreements accrues at an annual weighted average rate of 0.26%1.28% as of December 31, 2014.

2017. HMLIC's FHLB funding agreements of $575,000 thousand are included in Other policyholder funds in the Consolidated Balance Sheet.

Insurance Premiums and Contract Charges Earned

Property and casualtyCasualty insurance premiums are recognized as revenue ratably over the related contract periods in proportion to the risks insured. The unexpired portions of these propertyProperty and casualtyCasualty premiums are recorded as unearned premiums, using the monthly pro rata method.

Premiums and contract charges for interest-sensitive life insurance contracts with account values and investment (annuity) contracts consist of charges for the cost of insurance, policy administration and withdrawals. Premiums for long-term traditional life policies are recognized as revenues when due over the premium-paying period. AnnuityContract deposits to investment contracts and interest-sensitive life contract depositsinsurance contracts with account values represent funds deposited by policyholders and are not included in the Company's premiums or contract charges earned.

F-54

NOTE 1 - Summary of Significant Accounting Policies-(Continued)

Stock Based

Share-Based Compensation

The Company grants stock options and both service-based and performance-based restricted common stock units (RSUs) to executive officers, other employees and directors. The exercise priceDirectors in an effort to attract and retain individuals while also aligning compensation with the interests of the optionCompany's shareholders. Additional information regarding the Company's share-based compensation plans is equal tocontained in Note 9 — Shareholders' Equity and Common Stock Equivalents.
Stock options are accounted for under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The fair value of RSUs is measured at the market valueprice of the Company's common stock on the date of grant. Additional information regardinggrant, with the Company's stock-based compensation plans is contained in “Note 6 — Shareholders' Equity and Common Stock Equivalents”.

Theexception of market-based performance awards, for which the Company recognizes compensation cost for share-based compensation plans based on theuses a Monte Carlo simulation model to determine fair value at the grant dates.for purposes of measuring RSU expense. For the years ended December 31, 2014, 20132017, 2016 and 2012,2015, the Company recognized $1,270, $1,419$1,347 thousand, $1,207 thousand, and $2,476,$1,285 thousand, respectively, in stock option expense as a result of the vesting of stock options during the respective periods.

For the years ended December 31, 2017, 2016 and 2015, the Company recognized $6,459 thousand, $6,929 thousand and $892 thousand, respectively, in RSU expense as a result of the performance and/or vesting of RSUs during the respective periods.


F-50

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



In 2014, 20132017, 2016 and 2012,2015, the Company granted stock options as quantified in the table below, which also provides the weighted average grant date fair value for stock options granted in each year. The fair value of stock options granted was estimated on the respective dates of grant using the Black-Scholes option pricing model with the weighted-averageweighted average assumptions shown in the following table.

   Year Ended December 31, 
   2014                     2013                     2012 
          
Number of options granted  175,632   245,424   296,188 
Weighted average grant date fair value of options granted $9.01  $8.25  $6.02 
Weighted average assumptions:            
Risk-free interest rate  1.9%  1.0%  1.0%
Expected dividend yield  2.5%  2.7%  2.2%
Expected life, in years  5.7   5.8   5.8 
Expected volatility (based on historical volatility)  40.3%  54.5%  45.1%

  Year Ended December 31,
  2017 2016 2015
       
Number of stock options granted 222,828
 307,176
 142,908
Weighted average grant date fair value of stock options granted $6.57
 $5.01
 $11.18
Weighted average assumptions:      
Risk-free interest rate 2.0% 1.3% 1.7%
Expected dividend yield 2.5% 3.2% 2.6%
Expected life, in years 4.9
 4.9
 7.2
Expected volatility (based on historical volatility) 21.4% 25.6% 42.8%


The weighted average fair value of nonvested stock options outstanding on December 31, 20142017 was $7.95.$6.49. Total unrecognized compensation expense relating to the nonvested stock options outstanding as of December 31, 20142017 was approximately $2,462.$2,102 thousand. This amount will be recognized as expense over the remainder of the vesting period, which is scheduled to be 20152018 through 2018.2021. Expense is reflected on a straight-line basis over the vesting period for the entire award.

Forfeitures of unvested amounts due to terminations and/or early retirements are recognized as a reduction to the related expenses.

Total unrecognized compensation expense relating to RSUs outstanding as of December 31, 2017 was approximately $7,355 thousand. This amount will be recognized as expense over the remainder of the performance and/or vesting period, which is scheduled to be 2018 through 2021. Expense is reflected on a straight-line basis from the date of grant through the end of the performance and/or vesting period for the entire award. Forfeitures of unvested amounts due to terminations are recognized as a reduction to the related expenses.
Income Taxes


The Company uses the asset and liability method for calculating deferred federal income taxes. Income tax provisions are generally based on income reported for financial statement purposes. The provisions for federal income taxes for the years ended December 31, 2014, 20132017, 2016 and 20122015 included amounts currently payable and deferred income taxes resulting from the cumulative differences in the Company's assets and liabilities, determined on a tax return versus financial statement basis.


Deferred tax assets and liabilities include provisions for net unrealized investment gains and losses on fixed maturity and equity securities as well as the net funded status of pension and other postretirement benefit obligations with the changes for each period included in the respective components of accumulated other comprehensive income (loss) within shareholders' equity.


The effect of changes in tax law are recorded discretely as a component of the income tax provision related to continuing operations in the period of enactment. This includes deferred taxes being re-measured that were established through a financial statement component other than continuing operations (e.g., accumulated other comprehensive income for net unrealized investment gains and losses on fixed maturity and equity securities).


F-51

NOTE 1 - Summary of Significant Accounting Policies-(Continued)




Earnings Per Share

Basic earnings per share is computed based on the weighted average number of common shares outstanding plus the weighted average number of fully vested restricted stock unitsRSUs and common stock units (CSUs) payable as shares of HMEC common stock. Diluted earnings per share is computed based on the weighted average number of common shares and common stock equivalents outstanding, to the extent dilutive. The Company’sCompany's common stock equivalents relate to outstanding common stock options, deferred compensation common stock unitsCSUs and incentive compensation restricted common stock units,RSUs, which are described in “Note 6Note 9Shareholders’Shareholders' Equity and Common Stock Equivalents”.

Equivalents.

The computations of net income per share on both basic and diluted bases, including reconciliations of the numerators and denominators, were as follows:

   Year Ended December 31, 
   2014                   2013                   2012 
Basic:            
Net income for the period $104,243  $110,893  $103,866 
Weighted average number of common shares during the period (in thousands)  41,646   40,377   39,514 
Net income per share - basic $2.50  $2.75  $2.63 
             
Diluted:            
Net income for the period $104,243  $110,893  $103,866 
Weighted average number of common shares during the period (in thousands)  41,646   40,377   39,514 
Weighted average number of common equivalent shares to reflect the dilutive effect of common stock equivalent securities (in thousands):            
Stock options  137   211   222 
Common stock units related to deferred compensation for Directors  -   -   112 
Common stock units related to deferred compensation for employees  70   112   116 
Restricted common stock units related to incentive compensation  378   933   1,424 
Total common and common equivalent shares adjusted to calculate diluted earnings per share (in thousands)  42,231   41,633   41,388 
Net income per share - diluted $2.47  $2.66  $2.51 

($ in thousands) Year Ended December 31,
  2017 2016 2015
Basic:  
  
  
Net income for the period $169,459
 $83,765
 $93,482
Weighted average number of common shares
during the period (in thousands)
 41,365
 41,158
 41,915
Net income per share - basic $4.10
 $2.04
 $2.23
       
Diluted:  
  
  
Net income for the period $169,459
 $83,765
 $93,482
Weighted average number of common shares
during the period (in thousands)
 41,365
 41,158
 41,915
Weighted average number of common equivalent shares to reflect the dilutive effect of common stock equivalent securities (in thousands):  
  
  
Stock options 112
 100
 158
CSUs related to deferred compensation for employees 25
 52
 55
RSUs related to incentive compensation 63
 166
 297
Total common and common equivalent shares adjusted
to calculate diluted earnings per share (in thousands)
 41,565
 41,476
 42,425
Net income per share - diluted $4.08
 $2.02
 $2.20

Options to purchase 178,820208,740 shares of common stock at $28.88$38.05 to $30.24$41.95 per share were granted in 2013 and 20142017 but were not included in the computation of 20142017 diluted earnings per share because of their anti-dilutive effect as a result of the options' exercise price being greater than the average market priceeffect of the common shares during 2014 and/or the unrecognized compensation cost having an anti-dilutive effect.cost. The options, which expire in 2020 and 2024,2027, were still outstanding at December 31, 2014.

2017.



F-52

NOTE 1 - Summary of Significant Accounting Policies-(Continued)




Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in shareholders’shareholders' equity during a reporting period from transactions and other events and circumstances from non-shareholder sources. For the Company, comprehensive income (loss) is equal to net income plus or minus the after tax change in net unrealized investment gains and losses on fixed maturitiesmaturity and equity securities and the after tax change in net funded status of pension and other postretirement benefit obligationsplans for the periodperiods as shown in the Consolidated Statements of Changes in Shareholders' Equity. Accumulated other comprehensive income (loss) represents the accumulated change in shareholders’shareholders' equity from these transactions and other events and circumstances from non-shareholder sources as shown in the Consolidated Balance Sheets.


In the Consolidated Balance Sheets, the Company recognizes the funded status of defined benefit pension plans and other postretirement benefit plans as a component of accumulated other comprehensive income (loss), net of tax.

Comprehensive Income (Loss)

The components of comprehensive income (loss) were as follows:

   Year Ended December 31, 
   2014                 2013                 2012 
          
Net income $104,243  $110,893  $103,866 
Other comprehensive income (loss):            
Change in net unrealized gains and losses on fixed maturities and equity securities            
Net unrealized holding gains and losses on fixed maturities and equity securities arising during the period  264,136   (363,350)  204,460 
Less: reclassification adjustment for net gains included in income before income tax  10,943   22,245   27,298 
Total, before tax  253,193   (385,595)  177,162 
Income tax expense (benefit)  89,629   (137,185)  62,984 
Total, net of tax  163,564   (248,410)  114,178 
Change in net funded status of pension and other postretirement benefit obligations            
Before tax  (1,810)  5,645   1,276 
Income tax expense (benefit)  (633)  2,110   345 
Total, net of tax  (1,177)  3,535   931 
Total comprehensive income (loss) $266,630  $(133,982) $218,975 

F-57
($ in thousands) Year Ended December 31,
  2017 2016 2015
       
Net income $169,459
 $83,765
 $93,482
Other comprehensive income (loss):      
Change in net unrealized investment gains and losses
on fixed maturity and equity securities:
      
Net unrealized investment gains and losses on fixed
maturity and equity securities arising during the period
 105,475
 6,144
 (178,035)
Less: reclassification adjustment for net gains (losses)
included in income before income tax
 (4,863) 5,176
 11,667
Total, before tax 110,338
 968
 (189,702)
Income tax expense (benefit) 35,933
 397
 (67,315)
Total, net of tax 74,405
 571
 (122,387)
Change in net funded status of benefit plan obligations:  
  
  
Before tax 1,461
 (37) 1,815
Income tax expense (benefit) 727
 (14) 656
Total, net of tax 734
 (23) 1,159
Total comprehensive income (loss) $244,598
 $84,313
 $(27,746)



F-53

NOTE 1 - Summary of Significant Accounting Policies-(Continued)




Accumulated Other Comprehensive Income (Loss)

Reflecting accounting guidance adopted prospectively effective January 1, 2013, the

The following table reconciles the components of accumulated other comprehensive income (loss) for the periods indicated.

 Unrealized        
 Gains and        
 Losses on        
 Fixed Maturities        
 and Equity Defined    
 Securities (1)(2) Benefit Plans (1) Total (1)
                
Beginning balance, January 1, 2014 $133,990       $(11,776)  $122,214     
Other comprehensive income (loss) before reclassifications  170,677    (1,177)   169,500 
Amounts reclassified from accumulated other comprehensive income  (7,113)   -    (7,113)
Net current period other comprehensive income (loss)  163,564    (1,177)   162,387 
Ending balance, December 31, 2014 $297,554   $(12,953)  $284,601 
               
Beginning balance, January 1, 2013 $382,400   $(15,311)  $367,089 
Other comprehensive income (loss) before reclassifications  (233,951)   3,535    (230,416)
Amounts reclassified from accumulated other comprehensive income  (14,459)   -    (14,459)
Net current period other comprehensive income (loss)  (248,410)   3,535    (244,875)
Ending balance, December 31, 2013 $133,990   $(11,776)  $122,214 

($ in thousands) 
Net Unrealized
Investment Gains and
Losses on
Fixed Maturity
and Equity
Securities (1)(2)
 
Defined
Benefit Plans (1)
 Total (1)(3)
       
Beginning balance, January 1, 2017 $175,738
 $(11,817) $163,921
Other comprehensive income (loss) before reclassifications 71,244
 734
 71,978
Amounts reclassified from accumulated
other comprehensive income (loss)
 3,161
 
 3,161
Reclassification of deferred taxes (3) 50,034
 (2,134) 47,900
Net current period other comprehensive income (loss) 124,439
 (1,400) 123,039
Ending balance, December 31, 2017 $300,177
 $(13,217) $286,960
       
Beginning balance, January 1, 2016 $175,167
 $(11,794) $163,373
Other comprehensive income (loss) before reclassifications 3,935
 (23) 3,912
Amounts reclassified from accumulated
other comprehensive income (loss)
 (3,364) 
 (3,364)
Net current period other comprehensive income (loss) 571
 (23) 548
Ending balance, December 31, 2016 $175,738
 $(11,817) $163,921
       
Beginning balance, January 1, 2015 $297,554
 $(12,953) $284,601
Other comprehensive income (loss) before reclassifications (114,803) 1,159
 (113,644)
Amounts reclassified from accumulated
other comprehensive income (loss)
 (7,584) 
 (7,584)
Net current period other comprehensive income (loss) (122,387) 1,159
 (121,228)
Ending balance, December 31, 2015 $175,167
 $(11,794) $163,373
___________________
(1)All amounts are net of tax.
(2)The pretax amounts reclassified from accumulated other comprehensive income, $10,943$(4,863), $5,176 thousand and $22,245,$11,667 thousand, are included in net realized investment gains and losses and the related tax expenses, $3,830$(1,702), $1,812 thousand and $7,786,$4,083 thousand, are included in income tax expense in the Consolidated Statements of Operations for the years ended December 31, 20142017, 2016 and 2013,2015, respectively.

(3)For the period ended December 31, 2017, deferred taxes attributable to Net unrealized investment gains and losses on fixed maturity and equity securities and Defined benefit plans were re-measured as a result of the enactment of the Tax Cuts and Jobs Act (Tax Act). ASC 740, Income Taxes, requires that the income tax effect from the deferred tax re-measurement be reflected in the Company’s income tax expense, even if the deferred taxes being re-measured were originally established through Accumulated other comprehensive income (AOCI). The mismatch between deferred taxes established in AOCI at 35% and re-measuring these same deferred taxes at 21% through income tax expense results in stranded deferred taxes in AOCI. On February 14, 2018, the FASB issued accounting guidance that permits recognition of a reclassification adjustment between AOCI and Retained earnings for stranded deferred tax amounts related to the reduced corporate tax rate enacted under the Tax Act. As permitted under its provisions, the Company early adopted the accounting guidance effective for the quarterly period that ended December 31, 2017 and has elected to reclassify the stranded deferred tax amounts. The impact from early adoption resulted in an increase to AOCI and a reduction to Retained earnings of approximately $47,900 thousand; representing the stranded deferred tax liabilities of $50,034 thousand and $(2,134) thousand for Net unrealized investment gains and losses on fixed maturity and equity securities and Defined benefit plans, respectively.


Comparative information for elements that are not required to be reclassified in their entirety to net income in the same reporting period is located in “NoteNote 2 — Investments — Net Unrealized Investment Gains and Losses on Fixed MaturitiesMaturity and Equity Securities”.

Securities.


F-54

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Statements of Cash Flows

For purposes of the Consolidated Statements of Cash Flows, cash constitutes cash on deposit at banks.

F-58

Reclassification and Retrospective Adoption
The Company has reclassified the presentation of certain prior period information to conform to the current year's presentation.

Adopted Accounting Standards
Employee Share-based Payment Accounting
Effective January 1, 2017, the Company adopted new accounting guidance for employee share-based payments which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The recognition and classification of the excess tax benefit provisions were applied prospectively in the Consolidated Statements of Operations. This adoption resulted in additional excess tax benefits of $3,344 thousand which reduced the current provision for income taxes in the Consolidated Statements of Operations. The statutory tax withholding classification, which are cash payments made to taxing authorities for withheld taxes funded through tendered shares, were applied retrospectively and the Company reclassified the statutory tax withholding requirements in the statement of cash flows from Other in operating activities to Withholding tax payments on RSUs tendered in financing activities. This statutory withholding reclassification resulted in $3,245 thousand, $4,015 thousand and $671 thousand being included in financing activities for the years ended December 31, 2017, 2016 and 2015, respectively. There were no cumulative effect adjustments upon adoption of the new accounting guidance.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
On February 14, 2018, the FASB issued accounting guidance that permits recognition of a reclassification adjustment between AOCI and Retained earnings for stranded tax amounts related to the reduced corporate tax rate enacted under the Tax Act. As permitted under its provisions, the Company early adopted the accounting guidance effective for the quarterly period that ended December 31, 2017 and has elected to reclassify the stranded tax amounts. The impact from early adoption resulted in an increase to AOCI and a reduction to Retained earnings of approximately $47,900 thousand; representing the stranded deferred tax liabilities of $50,034 thousand and $(2,134) thousand for Net unrealized investment gains and losses on fixed maturity and equity securities and Defined benefit plans, respectively.

F-55

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Pending Accounting Standards
Revenue Recognition
In May 2014, the FASB issued accounting guidance to provide a single comprehensive model in accounting for revenue arising from contracts with customers. The guidance applies to all contracts with customers; however, certain insurance contracts are specifically excluded from this updated guidance. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted only for annual reporting periods beginning after December 15, 2016. The Company adopted the guidance on January 1, 2018, using the modified retrospective transition method. The guidance did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows. The Company will make any additional required disclosures under the guidance, starting with the Company's consolidated financial statements that include the initial adoption date.
Recognition and Measurement of Financial Assets and Liabilities
In January 2016, the FASB issued accounting guidance to improve certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. Among other things, the guidance revises the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The Company's Consolidated Statements of Operations will be impacted as changes in fair value of equity securities will be reported in net income instead of reported in OCI. The effective date of the guidance is for interim and annual reporting periods beginning after December 15, 2017. The Company adopted the guidance on January 1, 2018 using the modified retrospective approach that resulted in reclassifying $15,125 thousand of after-tax unrealized gains on equity securities from accumulated other comprehensive income to retained earnings.
Statement of Cash Flows -- Classification
In August 2016, the FASB issued guidance to reduce diversity in practice in the statement of cash flows between operating, investing and financing activities related to the classification of cash receipts and cash payments for eight specific issues. The FASB acknowledged that current GAAP either is unclear or does not include specific guidance on these eight cash flow classification issues: (1) debt prepayment or extinguishment costs; (2) settlement of zero-coupon bonds (pertains to issuers); (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims (pertains to claimants); (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions (pertains to transferors) and (8) separately identifiable cash flows and application of the predominance principle. For public business entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years, using a retrospective approach. The Company adopted the guidance on January 1, 2018 and the impact to the prior years' amounts reported in the Consolidated Statement of Cash Flows was $0 for 2017, $0 for 2016 and a reclassification of $2,801 thousand of cash receipts from Net cash provided by (used in) equity securities, short-term and other investments to Investment income collected in 2015, representing return on capital distributions received from equity method investees.

F-56

NOTE 1 - Summary of Significant Accounting Policies-(Continued)



Accounting for Leases
In February 2016, the FASB issued accounting and disclosure guidance to improve financial reporting and comparability among organizations about leasing transactions. Under the new guidance, for leases with lease terms of more than 12 months, a lessee will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by those leases. Consistent with current accounting guidance, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or an operating lease. However, while current guidance requires only capital leases to be recognized on the balance sheet, the new guidance will require both operating and capital leases to be recognized on the balance sheet. In transition to the new guidance, companies are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those years. Early application is permitted. While the Company is in the process of evaluating the impact of the guidance, it does not expect the guidance to have a material impact on its consolidated financial statements, except for recognizing lease assets and lease liabilities for its operating leases. The Company's lease obligations under various non-cancellable operating lease agreements amounted to approximately $9,760 thousand at December 31, 2017.
Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued guidance to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments, including reinsurance receivables, held by companies. The new guidance replaces the incurred loss impairment methodology and requires an organization to measure and recognize all current expected credit losses (CECL) for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Companies will need to utilize forward-looking information to better inform their credit loss estimates. Companies will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Any credit losses related to available for sale debt securities will be recorded through an allowance for credit losses with this allowance having a limit equal to the amount by which fair value is below amortized cost. The guidance also requires enhanced qualitative and quantitative disclosures to provide additional information about the amounts recorded in the financial statements. For public business entities that are SEC filers, the guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, using a modified-retrospective approach. Early application is permitted for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. Management is evaluating the impact this guidance will have on the results of operations and financial position of the Company.

Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill for reporting units with zero or negative carrying amounts. Public business entities should adopt the guidance prospectively for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application is permitted. Management believes the adoption of this accounting guidance will not have a material effect on how it tests goodwill for impairment.

F-57


NOTE 2 - Investments

The Company’sCompany's investment portfolio includes free-standing derivative financial instruments (currently over the counter (“OTC”) index optionscall option contracts) used to economically hedge risk associated with its fixed indexed annuity products’FIA and IUL products' contingent liabilities. The Company’s fixed indexed annuity product includesCompany's FIA and IUL products include embedded derivative features that are discussed in “NoteNote 1 — Summary of Significant Accounting Policies — Investment Contract and Life Policy LiabilitiesReserves — Reserves for Fixed Indexed Annuities”.Annuities and Indexed Universal Life Policies. The Company's investment portfolio included no other free-standing derivative financial instruments (futures, forwards, swaps, option contracts or other financial instruments with similar characteristics), and there were no other embedded derivative features related to the Company’sCompany's investment or insurance products during the three years ended December 31, 2014.

2017.

Net Investment Income

The components of net investment income for the following periods were:

   Year Ended December 31, 
   2014                 2013                 2012 
          
Fixed maturities $317,756  $304,024  $297,042 
Equity securities  4,849   3,698   2,814 
Short-term and other investments  8,459   8,242   8,109 
Other invested assets (equity method investments)  7,229   5,902   5,892 
Total investment income  338,293   321,866   313,857 
Investment expenses  (8,478)  (8,256)  (7,854)
Net investment income $329,815  $313,610  $306,003 

($ in thousands) Year Ended December 31,
  2017 2016 2015
       
Fixed maturity securities $354,290
 $342,773
 $326,207
Equity securities 6,411
 4,703
 4,355
Short-term and other investments 10,214
 9,668
 9,187
Other invested assets (equity method investments) 12,555
 13,609
 1,984
Total investment income 383,470
 370,753
 341,733
Investment expenses (9,840) (9,567) (9,133)
Net investment income $373,630
 $361,186
 $332,600

Net Realized Investment Gains (Losses)

Net realized investment gains (losses) for the following periods were:

   Year Ended December 31, 
   2014                 2013                 2012 
          
Fixed maturities $8,150  $18,480  $23,218 
Equity securities  2,793   3,765   4,080 
Short-term investments and other  (26)  -   - 
Net realized investment gains $10,917  $22,245  $27,298 

($ in thousands) Year Ended December 31,
  2017 2016 2015
       
Fixed maturity securities $(8,867) $5,784
 $10,289
Equity securities 4,003
 (608) 1,378
Short-term investments and other 1,458
 (1,053) 1,046
Net realized investment gains (losses) $(3,406) $4,123
 $12,713

The Company, from time to time, sells invested assets subsequent to the balance sheetreporting date that were considered temporarily impaired at the balance sheetreporting date. Such sales are due to issuer-specificissuer specific events occurring subsequent to the balance sheetreporting date that result in a change in the Company’sCompany's intent or ability to hold an invested asset. The types of events that may result in a sale include significant changes in the economic facts and circumstances related to the invested asset, significant unforeseen changes in liquidity needs, or changes in the Company’sCompany's investment strategy.


F-58

NOTE 2 - Investments-(Continued)



Fixed MaturitiesMaturity and Equity Securities

The Company’sCompany's investment portfolio is comprised primarily of fixed maturity securities (“fixed maturities”) and also includes equity securities. The amortized cost or cost, net unrealized investment gains and losses, fair values and other-than-temporary impairment (“OTTI”)OTTI included in accumulated other comprehensive income (loss) (“AOCI”)(AOCI) of all fixed maturitiesmaturity and equity securities in the portfolio were as follows:

 Amortized Unrealized Unrealized Fair OTTI in
 Cost/Cost Gains Losses Value AOCI (2)
December 31, 2014                        
Fixed maturity securities                        
U.S. Government and federallysponsored agency obligations (1):                        
Mortgage-backed securities $484,561   $52,555   $1,390   $535,726   $- 
Other, including                        
U.S. Treasury securities  512,596    28,652    3,049    538,199    - 
Municipal bonds  1,462,717    189,533    4,428    1,647,822    - 
Foreign government bonds  52,552    6,984    -    59,536    - 
Corporate bonds  2,608,633    237,372    11,256    2,834,749    - 
Other mortgage-backed securities  1,254,178    28,772    5,892    1,277,058    2,879 
Totals $6,375,237   $543,868   $26,015   $6,893,090   $2,879 
                         
Equity securities $99,904   $14,159   $3,408   $110,655   $- 
                         
December 31, 2013                        
Fixed maturity securities                        
U.S. Government and federallysponsored agency obligations (1):                        
Mortgage-backed securities $555,574   $33,711   $19,560   $569,725   $- 
Other, including                        
U.S. Treasury securities  449,060    9,865    23,351    435,574    - 
Municipal bonds  1,425,441    80,701    34,615    1,471,527    - 
Foreign government bonds  50,641    4,700    390    54,951    - 
Corporate bonds  2,457,727    188,832    32,150    2,614,409    - 
Other mortgage-backed securities  845,762    26,477    8,852    863,387    2,812 
Totals $5,784,205   $344,286   $118,918   $6,009,573   $2,812 
                         
Equity securities $84,754   $10,723   $3,619   $91,858   $- 

($ in thousands) 
Amortized
Cost/Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
OTTI in
AOCI (1)
December 31, 2017          
Fixed maturity securities          
U.S. Government and federally
sponsored agency obligations (2):
          
Mortgage-backed securities $669,297
 $30,460
 $3,032
 $696,725
 $
Other, including U.S. Treasury securities 714,613
 26,311
 5,516
 735,408
 
Municipal bonds 1,711,581
 184,107
 2,435
 1,893,253
 
Foreign government bonds 96,780
 5,958
 
 102,738
 
Corporate bonds 2,409,426
 173,862
 4,334
 2,578,954
 
Other mortgage-backed securities 1,701,253
 22,935
 7,191
 1,716,997
 
Totals $7,302,950
 $443,633
 $22,508
 $7,724,075
 $
           
Equity securities (3) $116,320
 $19,425
 $279
 $135,466
 $
           
December 31, 2016          
Fixed maturity securities          
U.S. Government and federally
sponsored agency obligations (2):
          
Mortgage-backed securities $412,891
 $33,168
 $3,640
 $442,419
 $
Other, including U.S. Treasury securities 458,745
 18,518
 10,120
 467,143
 
Municipal bonds 1,648,252
 143,733
 22,588
 1,769,397
 
Foreign government bonds 93,864
 5,102
 297
 98,669
 
Corporate bonds 2,672,818
 152,229
 14,826
 2,810,221
 
Other mortgage-backed securities 1,865,557
 22,241
 18,939
 1,868,859
 1,618
Totals $7,152,127
 $374,991
 $70,410
 $7,456,708
 $1,618
           
Equity securities (3) $134,013
 $13,210
 $5,574
 $141,649
 $
 

(1)Fair value includes securities issued by Federal National Mortgage Association (“FNMA”) of $302,222 and $336,193; Federal Home Loan Mortgage Corporation (“FHLMC”) of $432,432 and $427,172; and Government National Mortgage Association (“GNMA”) of $137,867 and $126,245 as of December 31, 2014 and 2013, respectively.
(2)(1)Related to securities for which an unrealized loss was bifurcated to distinguish the credit relatedcredit-related portion and the portion driven by other market factors. Represents the amount of other-than-temporary impairmentOTTI losses in AOCI which was not included in earnings; amounts also include net unrealized gains/(losses)investment gains and losses on such impaired securities relating to changes in the fair value of those securities subsequent to the impairment measurement date.

Compared to December 31, 2013, the increase in net unrealized gains at December 31, 2014 was due to lower yields on intermediate and long maturity U.S. Treasury securities and narrower credit spreads on municipal securities offset by wider corporate credit spreads in 2014, the combination of which resulted in an increase in net unrealized gains for virtually all classes of the Company’s fixed maturity securities holdings.

F-60
(2)Fair value includes securities issued by Federal National Mortgage Association (FNMA) of $361,955 thousand and $196,468 thousand; Federal Home Loan Mortgage Corporation (FHLMC) of $400,001 thousand and $284,050 thousand; and Government National Mortgage Association (GNMA) of $104,168 thousand and $115,627 thousand as of December 31, 2017 and 2016, respectively.
(3)Includes nonredeemable (perpetual) preferred stocks, common stocks and closed-end funds.


F-59

NOTE 2 - Investments-(Continued)



The following table presents the fair value and gross unrealized losses of fixed maturitiesmaturity and equity securities in an unrealized loss position at December 31, 20142017 and 2013,2016, respectively. The Company views the decrease in value of all of the securities with unrealized losses at December 31, 20142017 — which was driven largely by changes in interest rates, spread widening, financial market illiquidity and/or market volatility from the date of acquisition — as temporary. For fixed maturity securities, management does not have the intent to sell the securities and it is not more likely than not the Company will be required to sell the securities before the anticipated recovery of the amortized cost bases, and the present value of future cash flows exceeds the amortized cost bases. In addition, management expects to recover the entire amortized cost bases of the fixed maturity securities. For equity securities, the Company has the ability and intent to hold the securities for the recovery of cost and recovery of cost is expected within a reasonable period of time. Therefore, no impairment of these securities was recorded at December 31, 2014.

  12 months or less  More than 12 months  Total 
     Gross     Gross     Gross 
     Unrealized     Unrealized     Unrealized 
  Fair Value          Losses          Fair Value          Losses          Fair Value          Losses 
December 31, 2014                        
Fixed maturity securities                        
U.S. Government and federally sponsored agency obligations:                        
Mortgage-backed securities $2  $-  $39,809  $1,390  $39,811  $1,390 
Other  10,317   34   117,615   3,015   127,932   3,049 
Municipal bonds  31,821   200   59,715   4,228   91,536   4,428 
Foreign government bonds  -   -   -   -   -   - 
Corporate bonds  213,612   6,883   76,099   4,373   289,711   11,256 
Other mortgage-backed securities  477,877   4,797   88,663   1,095   566,540   5,892 
Total fixed maturity securities  733,629   11,914   381,901   14,101   1,115,530   26,015 
Equity securities (1)  12,955   2,568   6,635   840   19,590   3,408 
Combined totals $746,584  $14,482  $388,536  $14,941  $1,135,120  $29,423 
                         
Number of positions with a gross unrealized loss  234       112       346     
Fair value as a percentage of total fixed maturities and equity securities fair value  10.7%      5.5%      16.2%    
                         
December 31, 2013                        
Fixed maturity securities                        
U.S. Government and federally sponsored agency obligations:                        
Mortgage-backed securities $150,602  $19,145  $1,383  $415  $151,985  $19,560 
Other  249,765   22,479   4,450   872   254,215   23,351 
Municipal bonds  375,523   26,529   42,899   8,086   418,422   34,615 
Foreign government bonds  6,738   390   -   -   6,738   390 
Corporate bonds  582,849   28,634   12,948   3,516   595,797   32,150 
Other mortgage-backed securities  274,983   8,300   20,008   552   294,991   8,852 
Total fixed maturity securities  1,640,460   105,477   81,688   13,441   1,722,148   118,918 
Equity securities (1)  32,392   3,117   1,405   502   33,797   3,619 
Combined totals $1,672,852  $108,594  $83,093  $13,943  $1,755,945  $122,537 
                         
Number of positions with a gross unrealized loss  534       46       580     
Fair value as a percentage of total fixed maturities and equity securities fair value  27.4%      1.4%      28.8%    

2017.

($ in thousands) 12 months or less More than 12 months Total
  Fair Value 
Gross
Unrealized
Losses
 Fair Value 
Gross
Unrealized
Losses
 Fair Value 
Gross
Unrealized
Losses
December 31, 2017  
  
  
  
  
  
Fixed maturity securities  
  
  
  
  
  
U.S. Government and federally
sponsored agency obligations:
  
  
  
  
  
  
Mortgage-backed securities $134,032
 $1,053
 $40,606
 $1,979
 $174,638
 $3,032
Other 168,634
 1,849
 122,753
 3,667
 291,387
 5,516
Municipal bonds 29,437
 100
 79,140
 2,335
 108,577
 2,435
Foreign government bonds 
 
 
 
 
 
Corporate bonds 115,113
 2,701
 36,081
 1,633
 151,194
 4,334
Other mortgage-backed securities 457,166
 2,791
 168,972
 4,400
 626,138
 7,191
Total fixed maturity securities 904,382
 8,494
 447,552
 14,014
 1,351,934
 22,508
Equity securities (1) 6,027
 249
 1,277
 30
 7,304
 279
Combined totals $910,409
 $8,743
 $448,829
 $14,044
 $1,359,238
 $22,787
Number of positions with a
gross unrealized loss
 354
  
 158
  
 512
  
Fair value as a percentage of total fixed
maturities and equity securities fair value
 11.6%  
 5.7%  
 17.3%  
             
December 31, 2016  
  
  
  
  
  
Fixed maturity securities  
  
  
  
  
  
U.S. Government and federally
sponsored agency obligations:
  
  
  
  
  
  
Mortgage-backed securities $76,573
 $3,096
 $3,235
 $544
 $79,808
 $3,640
Other 219,372
 10,120
 
 
 219,372
 10,120
Municipal bonds 408,163
 19,006
 9,928
 3,582
 418,091
 22,588
Foreign government bonds 24,182
 297
 
 
 24,182
 297
Corporate bonds 459,402
 11,056
 57,261
 3,770
 516,663
 14,826
Other mortgage-backed securities 750,557
 13,550
 229,106
 5,389
 979,663
 18,939
Total fixed maturity securities 1,938,249
 57,125
 299,530
 13,285
 2,237,779
 70,410
Equity securities (1) 56,676
 4,567
 7,956
 1,007
 64,632
 5,574
Combined totals $1,994,925
 $61,692
 $307,486
 $14,292
 $2,302,411
 $75,984
             
Number of positions with a
gross unrealized loss
 629
  
 102
  
 731
  
Fair value as a percentage of total fixed
maturities and equity securities fair value
 26.3%  
 4.0%  
 30.3%  
____________________
(1)Includes nonredeemable (perpetual) preferred stocks, common stocks and closed-end funds.

F-61


F-60

NOTE 2 - Investments-(Continued)



Fixed maturitiesmaturity and equity securities with an investment grade rating represented 80% 90.3%of the gross unrealized loss as of December 31, 2014.2017. With respect to fixed incomematurity securities involving securitized financial assets, the underlying collateral cash flows were stress tested to determine there was no adverse change in the present value of cash flows below the amortized cost basis.

Credit Losses

The following table summarizes the cumulative amounts related to the Company’sCompany's credit loss component of the other-than-temporary impairmentOTTI losses on fixed maturity securities held as of December 31, 20142017 and 20132016 that the Company did not intend to sell as of those dates, and it was not more likely than not that the Company would be required to sell the securities before the anticipated recovery of the amortized cost bases, for which the non-credit portions of the other-than-temporary impairmentOTTI losses were recognized in other comprehensive income (loss):

  Year Ended December 31, 
   2014                                   2013 
Cumulative credit loss (1)        
Beginning of period $4,097  $2,877 
New credit losses  280   1,220 
Losses related to securities sold or paid down during the period  (1,500)  - 
End of period $2,877  $4,097 

($ in thousands) Year Ended December 31,
  2017 2016
Cumulative credit loss (1)  
  
Beginning of period $13,703
 $7,844
New credit losses 
 300
Increases to previously recognized credit losses 1,995
 5,859
Losses related to securities sold or paid down during the period (11,873) (300)
End of period $3,825
 $13,703
____________________
(1)The cumulative credit loss amounts exclude other-than-temporary impairmentOTTI losses on securities held as of the periods indicated that the Company intended to sell or it was more likely than not that the Company would be required to sell the security before the recovery of the amortized cost basis.


Maturities/Sales of Fixed MaturitiesMaturity and Equity Securities

The following table presents the distribution of the Company’sCompany's fixed maturity securities portfolio by estimated expected maturity. Estimated expected maturities differ from contractual maturities, reflecting assumptions regarding borrowers' utilization of the right to call or prepay obligations with or without call or prepayment penalties. For structured securities, including mortgage-backed securities and other asset-backed securities, estimated expected maturities consider broker-dealer survey prepayment assumptions and are verified for consistency with the interest rate and economic environments.

  December 31, 2014
        Percent of
  Amortized  Fair  Total Fair
  Cost            Value            Value
Estimated expected maturity:            
Due in 1 year or less $251,888  $272,348   4.0%
Due after 1 year through 5 years  1,494,345   1,615,729   23.4 
Due after 5 years through 10 years  2,557,026   2,764,730   40.1 
Due after 10 years through 20 years  1,278,903   1,382,787   20.1 
Due after 20 years  793,075   857,496   12.4 
Total $6,375,237  $6,893,090   100.0%
             
Average option-adjusted duration, in years  5.8         

F-62
($ in thousands) December 31, 2017
  
Amortized
Cost
 
Fair
Value
 
Percent of
Total Fair
Value
Estimated expected maturity:  
  
  
Due in 1 year or less $243,998
 $248,959
 3.2%
Due after 1 year through 5 years 1,985,554
 2,059,625
 26.7%
Due after 5 years through 10 years 2,428,868
 2,522,414
 32.6%
Due after 10 years through 20 years 1,731,226
 1,867,055
 24.2%
Due after 20 years 913,304
 1,026,022
 13.3%
Total $7,302,950
 $7,724,075
 100.0%
       
Average option-adjusted duration, in years 5.9
  
  



F-61

NOTE 2 - Investments-(Continued)



Sales of Fixed Maturity and Equity Securities

Proceeds received from sales of fixed maturitiesmaturity and equity securities, each determined using the specific identification method, and gross gains and gross losses realized as a result of those sales for each year were:

  Year Ended December 31, 
  2014                2013                2012 
Fixed maturity securities            
Proceeds received $261,696  $298,045  $576,708 
Gross gains realized  13,224   17,177   32,532 
Gross losses realized  (6,325)  (4,945)  (11,971)
             
Equity securities            
Proceeds received $17,194  $18,643  $6,057 
Gross gains realized  3,206   4,368   231 
Gross losses realized  (482)  (616)  (438)

($ in thousands) Year Ended December 31,
  2017 2016 2015
Fixed maturity securities  
  
  
Proceeds received $500,760
 $429,251
 $445,100
Gross gains realized 13,570
 15,915
 22,476
Gross losses realized (11,842) (4,163) (5,487)
       
Equity securities      
Proceeds received $50,113
 $21,210
 $31,621
Gross gains realized 7,753
 2,869
 6,604
Gross losses realized (1,972) (935) (672)

Net Unrealized Investment Gains and Losses on Fixed MaturitiesMaturity and Equity Securities

Net unrealized investment gains and losses are computed as the difference between fair value and amortized cost for fixed maturitiesmaturity securities or cost for equity securities. The following table reconciles the net unrealized investment gains and losses, net of tax, included in accumulated other comprehensive income (loss), before the impact on deferred policy acquisition costs:

  Year Ended December 31, 
  2014                2013                2012 
Net unrealized investment gains (losses) on fixed maturity securities, net of tax            
Beginning of period $146,489  $423,004  $284,338 
Change in unrealized investment gains and losses  195,413   (264,503)  153,758 
Reclassification of net realized investment (gains) losses to net income  (5,298)  (12,012)  (15,092)
End of period $336,604  $146,489  $423,004 
             
Net unrealized investment gains (losses) on equity securities, net of tax            
Beginning of period $4,618  $720  $2,408 
Change in unrealized investment gains and losses  4,185   6,345   964 
Reclassification of net realized investment (gains) losses to net income  (1,815)  (2,447)  (2,652)
End of period $6,988  $4,618  $720 

DAC: 

($ in thousands) Year Ended December 31,
  2017 2016 2015
Net unrealized investment gains and losses
on fixed maturity securities, net of tax
  
  
  
Beginning of period $197,978
 $198,714
 $336,604
Change in unrealized investment gains and losses 69,989
 3,024
 (131,202)
Reclassification of net realized investment (gains)
losses to net income
 5,764
 (3,760) (6,688)
End of period $273,731
 $197,978
 $198,714
       
Net unrealized investment gains and losses
on equity securities, net of tax
  
  
  
Beginning of period $4,963
 $2,649
 $6,988
Change in unrealized investment gains and losses 10,084
 1,919
 (3,443)
Reclassification of net realized investment (gains)
losses to net income
 (2,602) 395
 (896)
End of period $12,445
 $4,963
 $2,649

Investment in Entities Exceeding 10% of Shareholders' Equity

At December 31, 20142017 and 2013,2016, there were no investments which exceeded 10% of total shareholders' equity in entities other than obligations of the U.S. Government and federally sponsored government agencies and authorities.

Repurchase Agreements

Beginning in 2013, the Company entered into repurchase agreements to earn incremental spread income. A repurchase agreement is a transaction in which one party (transferor) agrees to sell securities to another party (transferee) in return for cash (or securities), with a simultaneous agreement to repurchase the same securities at a specified price at a later date. These transactions are generally short-term in nature, and therefore, the carrying amounts of these instruments approximate fair value.

F-63


F-62

NOTE 2 - Investments-(Continued)

As part of repurchase agreements, the Company transfers primarily U.S. Government, government agency and corporate securities and receives cash. For the repurchase agreements, the Company receives cash in an amount equal to at least 95% of the fair value of the securities transferred, and the agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received from the repurchase program is typically invested in high quality floating rate fixed maturity securities. The Company accounts for the repurchase agreements as collateralized borrowings. The securities transferred under repurchase agreements are included in fixed maturity, available-for-sale securities with the obligation to repurchase those securities recorded in Other Liabilities on the Company's Consolidated Balance Sheets. The fair value of the securities transferred was $0 and $24,791 as of December 31, 2014 and 2013, respectively. The obligation for securities sold under agreement to repurchase was $0 and $25,864, including accrued interest, as of December 31, 2014 and 2013, respectively.



Offsetting of Assets and Liabilities

The Company’sCompany's derivative instruments (call options) are subject to enforceable master netting arrangements. Collateral support agreements associated with each master netting arrangement provide that the Company will receive or pledge financial collateral in the event minimum thresholds have been reached. The Company’s repurchase agreements and the embedded derivatives related to the Company’s fixed indexed annuity product are not subject to master netting arrangements and there was no offsetting in their presentation in the Company’s Consolidated Balance Sheets.

The following table presents the instruments that were subject to a master netting arrangement for the Company. No instruments were subject to master netting arrangements as of December 31, 2013.

        Net Amounts          
        of Assets/          
     Gross  Liabilities  Gross Amounts Not Offset    
     Amounts  Presented  in the Consolidated    
     Offset in the  in the  Balance Sheet    
     Consolidated  Consolidated     Cash    
  Gross  Balance  Balance  Financial  Collateral  Net 
  Amounts       Sheet      Sheet      Instruments      Received      Amount 
December 31, 2014                        
Asset derivatives:                        
Free-standing derivatives     $2,458                $-                      $2,458                    $-              $1,955           $503      

($ in thousands)   
Gross
Amounts
Offset in the
 
Net Amounts
of Assets/
Liabilities
Presented
in the
 
Gross Amounts Not Offset
in the Consolidated
Balance Sheets
  
  
Gross
Amounts
 
Consolidated
Balance
Sheets
 
Consolidated
Balance
Sheets
 
Financial
Instruments
 
Cash
Collateral
Received
 
Net
Amount
December 31, 2017  
  
  
  
  
  
Asset derivatives  
  
  
  
  
  
Free-standing derivatives $15,550
 $
 $15,550
 $
 $15,584
 $(34)
             
December 31, 2016            
Asset derivatives            
Free-standing derivatives 8,694
 
 8,694
 
 8,824
 (130)

Deposits

At December 31, 20142017 and 2013,2016, fixed maturity securities with a fair value of $18,361$17,985 thousand and $17,967,$18,119 thousand, respectively, were on deposit with governmental agencies as required by law in various states in which the insurance subsidiaries of HMEC conduct business. In addition, at December 31, 20142017 and 2013,2016, fixed maturity securities with a fair value of $539,235$686,790 thousand and $274,437,$620,489 thousand, respectively, were on deposit with the Federal Home Loan Bank of ChicagoFHLB as collateral for amounts subject to funding agreements, advances and borrowings which were equal to $500,000$625,000 thousand and $250,000, respectively.$575,000 thousand at the respective dates. The deposited securities are included in fixed maturitiesFixed maturity securities on the Company’sCompany's Consolidated Balance Sheets.

F-64

F-63


NOTE 3 - Fair Value of Financial Instruments

The Company is required under GAAP to disclose estimated fair values for certain financial and nonfinancial assets and liabilities. Fair values of the Company’sCompany's insurance contracts other than annuity contracts are not required to be disclosed. However, the estimated fair values of liabilities under all insurance contracts are taken into consideration in the Company’sCompany's overall management of interest rate risk through the matching of investment maturities with amounts due under insurance contracts.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between knowledgeable, unrelated and willing market participants on the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company categorizes its financial and nonfinancial assets and liabilities into a three-level hierarchy based on the priority of the inputs to the valuation technique. The three levels of inputs that may be used to measure fair value are:

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include fixed maturity and equity securities (both common stock and preferred stock) that are traded in an active exchange market, as well as U.S. Treasury securities.
  
Level 2Unadjusted observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for the assets or liabilities. Level 2 assets and liabilities include fixed maturity securities (1) with quoted prices that are traded less frequently than exchange-traded instruments or (2) values based on discounted cash flows with observable inputs. This category generally includes certain U.S. Government and agency mortgage-backed securities, non-agency structured securities, corporate fixed maturity securities, preferred stocks and derivative securities.instruments.
  
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, certain discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation and for which the significant inputs are unobservable. This category generally includes certain private debt and equity investments, as well as embedded derivatives.

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. As a result, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). Net transfers into or out of each of the three levels are reported as having occurred at the end of the reporting period in which the transfers were determined.


F-64

NOTE 3 - Fair Value of Financial Instruments-(Continued)



The following discussion describes the valuation methodologies used for financial assets and financial liabilities measured at fair value. The techniques utilized in estimating the fair values are affected by the assumptions used, including discount rates and estimates of the amount and timing of future cash flows. The use of different methodologies, assumptions and inputs may have a material effect on the estimated fair values of the Company’s securitiesCompany's investment holdings. Care should beis exercised in deriving conclusions about the Company’sCompany's business, its value or financial position based on the fair value information of financial and nonfinancial assets and liabilities presented below.


Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial asset or financial liability, including estimates of both the timing and amount of expected future cash flows and the credit standing of the issuer. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial asset or financial liability. The disclosed fair values do not reflect any premium or discount that could result from offering for sale at one time an entire holding of a particular financial asset or financial liability. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. Potential taxes and other expenses that would be incurred in an actual sale or settlement are not reflected in amounts disclosed.


Investments

For fixed maturity securities, each month the Company obtains fair value prices from its investment managers and custodian bank. Fair values for the Company’sCompany's fixed maturity securities are based primarily on prices provided by its investment managers as well as its custodian bank for certain securities. The prices from the custodian bank are compared to prices from the investment managers. Differences in prices between the sources that the Company considers significant are researched and the Company utilizes the price that it considers most representative of an exit price. Both the investment managers and the custodian bank use a variety of independent, nationally recognized pricing sources to determine market valuations. Each designate specific pricing services or indexes for each sector of the market based upon the provider’sprovider's expertise. Typical inputs used by these pricing sources include, but are not limited to, reported trades, benchmark yield curves, benchmarking of like securities, ratings designations, sector groupings, issuer spreads, bids, offers, and/or estimated cash flows and prepayment speeds.

When the pricing sources cannot provide fair value determinations, the Company obtains non-binding price quotes from broker-dealers. The broker-dealers’broker-dealers' valuation methodology ismethodologies are sometimes matrix-based, using indicative evaluation measures and adjustments for specific security characteristics and market sentiment. The market inputs utilized in the evaluation measures and adjustments include: benchmark yield curves, reported trades, broker/dealerbroker-dealer quotes, ratings and corresponding issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. The extent of the use of each market input depends on the market sector and the market conditions. Depending on the security, the priority of the use of inputs may change or some market inputs may not be relevant. For some securities, additional inputs may be necessary.

F-66


F-65

NOTE 3 - Fair Value of Financial Instruments-(Continued)



The Company analyzes price and market valuations received to verify reasonableness, to understand the key assumptions used and their sources, to conclude the prices obtained are appropriate, and to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Based on this evaluation and investment class analysis, each security is classified into Level 1, 2, or 3. The Company has in place certain control processes to determine the reasonableness of the financial asset fair values. These processes are designed to ensure (1) the values received are reasonable and accurately recorded, (2) the data inputs and valuation techniques utilized are appropriate and consistently applied, and (3) the assumptions are reasonable and consistent with the objective of determining fair value. For example, on a continuing basis, the Company assesses the reasonableness of individual security values received from pricing sources that vary from certain thresholds.
The Company’sCompany's fixed maturity securities portfolio is primarily publicly traded, which allows for a high percentage of the portfolio to be priced through pricing services. Approximately 91% and 87%90.7% of the portfolio, based on fair value, was priced through pricing services or index priced as of both December 31, 20142017 and 2013, respectively.2016. The remainder of the portfolio was priced by broker-dealers or pricing models. When non-binding broker-dealer quotes couldcan be corroborated by comparison to other vendor quotes, pricing models or analysis,analyses, the securities wereare generally classified as Level 2, otherwise they wereare classified as Level 3. There were no significant changes to the valuation process during 2014.

Fair values of equity securities have been determined by the Company from observable market quotations, when available. 2017.

When a public quotation is not available, equity securities are valued by using non-binding brokerbroker-dealer quotes or through the use of pricing models or analysisanalyses that isare based on market information regarding interest rates, credit spreads and liquidity. The underlying source data for calculating the matrix of credit spreads relative to the U.S. Treasury curve are nationally recognized indices. In addition, credit rating (or credit quality equivalent information) of securities is also factored into a pricing matrix. These inputs are based on assumptions deemed appropriate given the circumstances and are believed to be consistent with what other market participants would use when pricing such securities. There were no significant changes to the valuation process in 2014.

F-67
2017. At December 31, 2017, all of the publicly traded equity securities were priced from observable market quotations. Fair values of equity securities have been determined by the Company from observable market quotations, when available.

NOTE 3 - Fair Value of Financial Instruments-(Continued)

Short-term and other investments are comprised of short-term fixed incomematurity securities, derivative instruments (all call options), policy loans, mortgage loans, and restricted FHLB membership and activity stocks, as well as certain alternative investments which are accounted for asusing the equity method investmentsof accounting and thereforeare excluded from the fair value tabular disclosures.

hierarchy.

In summary, the following investments are carried at fair value:

·Fixed maturity securities, as described above.
·Equity securities, as described above.
·Short-term fixed income securities --
Fixed maturity securities, as described above.
Equity securities, as described above.
Short-term fixed maturity securities — Because of the nature of these assets, carrying amounts generally approximate fair values.
·Derivative instruments, all call options -- Fair values are based on the amount of cash expected to be received to settle each derivative instrument on the reporting date. These amounts are obtained from each of the counterparties using industry accepted valuation models and observable inputs. Significant inputs include contractual terms, underlying index prices, market volatilities, interest rates and dividend yields.
·FHLB membership and activity stocks -- Fair value is based on redemption value, which is equal to par value.

The following investments are not carried at fair value; disclosure is provided:

·Policy loans -- Fair value is based on estimates using discounted cash flow analysis and current interest rates being offered for new loans.
·Mortgage loans -- Fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities.

Separate Account (Variable Annuity) Assets and Liabilities

Separate Account assets are carried at fair value andrepresent variable annuity contractholder funds invested in various mutual funds. Fair values of these assets, carrying amounts generally approximate fair values.

Derivative instruments, all call options — Fair values are based primarily on market quotationsthe amount of cash expected to be received to settle each derivative instrument on the reporting date. These amounts are obtained from each of the counterparties using industry accepted valuation models and observable inputs. Significant inputs include contractual terms, underlying securities. Investment performance related to these assetsindex prices, market volatilities, interest rates and dividend yields.
FHLB membership and activity stocks — Fair value is fully offset by corresponding amounts credited to contractholders with the liability reflected within Separate Account liabilities. Separate Account liabilities arebased on redemption value, which is equal to the estimated fair value of Separate Account assets.

F-68
par value.



F-66

NOTE 3 - Fair Value of Financial Instruments-(Continued)

Fixed Annuity



Financial Instruments Measured and Carried at Fair Value
The following table presents the Company's fair value hierarchy for those assets and liabilities measured and carried at fair value on a recurring basis. At December 31, 2017, Level 3 investments comprised approximately 2.8% of the Company's total investment portfolio fair value.
($ in thousands) Carrying Fair 
Fair Value Measurements at
Reporting Date Using
  Amount Value Level 1 Level 2 Level 3
December 31, 2017  
  
  
  
  
Financial Assets  
  
  
  
  
Investments  
  
  
  
  
Fixed maturity securities  
  
  
  
  
U.S. Government and federally
sponsored agency obligations:
  
  
  
  
  
Mortgage-backed securities $696,725
 $696,725
 $
 $693,375
 $3,350
Other, including U.S. Treasury securities 735,408
 735,408
 13,393
 722,015
 
Municipal bonds 1,893,253
 1,893,253
 
 1,843,925
 49,328
Foreign government bonds 102,738
 102,738
 
 102,738
 
Corporate bonds 2,578,954
 2,578,954
 14,345
 2,491,630
 72,979
Other mortgage-backed securities 1,716,997
 1,716,997
 
 1,612,403
 104,594
Total fixed maturity securities 7,724,075
 7,724,075
 27,738
 7,466,086
 230,251
Equity securities 135,466
 135,466
 82,208
 53,252
 6
Short-term investments 62,593
 62,593
 62,593
 
 
Other investments 28,050
 28,050
 
 28,050
 
Totals $7,950,184
 $7,950,184
 $172,539
 $7,547,388
 $230,257
Financial Liabilities  
  
  
  
  
Investment contract and life policy reserves,
embedded derivatives
 $594
 $594
 $
 $594
 $
Other policyholder funds, embedded derivatives $80,733
 $80,733
 $
 $
 $80,733
           
December 31, 2016  
  
  
  
  
Financial Assets  
  
  
  
  
Investments  
  
  
  
  
Fixed maturity securities  
  
  
  
  
U.S. Government and federally
sponsored agency obligations:
  
  
  
  
  
Mortgage-backed securities $442,419
 $442,419
 $
 $439,004
 $3,415
Other, including U.S. Treasury securities 467,143
 467,143
 13,631
 453,512
 
Municipal bonds 1,769,397
 1,769,397
 
 1,722,900
 46,497
Foreign government bonds 98,669
 98,669
 
 98,669
 
Corporate bonds 2,810,221
 2,810,221
 13,532
 2,736,498
 60,191
Other mortgage-backed securities 1,868,859
 1,868,859
 
 1,767,615
 101,244
Total fixed maturity securities 7,456,708
 7,456,708
 27,163
 7,218,198
 211,347
Equity securities 141,649
 141,649
 98,632
 43,011
 6
Short-term investments 44,918
 44,918
 44,167
 
 751
Other investments 20,194
 20,194
 
 20,194
 
Totals $7,663,469
 $7,663,469
 $169,962
 $7,281,403
 $212,104
Financial Liabilities  
  
  
  
  
Investment contract and life policy reserves,
embedded derivatives
 $158
 $158
 $
 $158
 $
Other policyholder funds, embedded derivatives $59,393
 $59,393
 $
 $
 $59,393


F-67

NOTE 3 - Fair Value of Financial Instruments-(Continued)


The Company transferred one equity security between Levels 2 and 1 during 2017 because that security became more actively traded. The Company did not have any transfers between Levels 1 and 2 during 2016. The following tables present reconciliations for the periods indicated for all Level 3 assets and liabilities measured at fair value on a recurring basis.
($ in thousands) Financial Assets 
Financial
Liabilities(1)
  
Municipal
Bonds
 
Corporate
 Bonds
 
Other
Mortgage-
Backed
Securities (2)
 
Total
Fixed
Maturity
Securities
 
Equity
Securities
 
Short-term
Investments
 Total  
                 
Beginning balance, January 1, 2017 $46,497
 $60,191
 $104,659
 $211,347
 $6
 $751
 $212,104
 $59,393
Transfers into Level 3 (3) 5,214
 38,483
 43,091
 86,788
 
 
 86,788
 
Transfers out of Level 3 (3) (5,557) (16,252) (6,542) (28,351) 
 (751) (29,102) 
Total gains or losses  
  
  
  
  
  
  
  
Net realized investment gains
(losses) included in net  income
related to financial assets
 
 (1) (1,832) (1,833) 
 
 (1,833) 
Net realized (gains) losses
included in net income
related to financial liabilities
 
 
 
 
 
 
 
 12,942
Net unrealized investment gains
(losses) included in OCI
 3,977
 661
 2,075
 6,713
 
 
 6,713
 
Purchases 
 
 
 
 
 
 
 
Issuances 
 
 
 
 
 
 
 12,605
Sales 
 (1,999) (9,179) (11,178) 
 
 (11,178) 
Settlements 
 
 
 
 
 
 
 
Paydowns, maturities and distributions (803) (8,104) (24,328) (33,235) 
 
 (33,235) (4,207)
Ending balance, December 31, 2017 $49,328
 $72,979
 $107,944
 $230,251
 $6
 $
 $230,257
 $80,733
                 
Beginning balance, January 1, 2016 $30,379
 $67,575
 $75,466
 $173,420
 $6
 $
 $173,426
 $39,021
Transfers into Level 3 (3) 17,710
 27,561
 39,128
 84,399
 
 751
 85,150
 
Transfers out of Level 3 (3) 

 (14,334) (6,694) (21,028) 
 
 (21,028) 
Total gains or losses  
  
  
  
  
  
    
Net realized investment gains
(losses) included in net  income
related to financial assets
 
 (1,833) (56) (1,889) 
 
 (1,889) 
Net realized (gains) losses
included in net income
related to financial liabilities
 
 
 
 
 
 
 
 5,011
Net unrealized investment gains
(losses) included in OCI
 (990) (205) 5,895

4,700


 
 4,700
 
Purchases 
 
 
 
 
 
 
 
Issuances 
 
 
 
 
 
 
 17,113
Sales 
 
 
 
 
 
 
 
Settlements 
 
 
 
 
 
 
 
Paydowns, maturities and distributions (602) (18,573) (9,080) (28,255) 
 
 (28,255) (1,752)
Ending balance, December 31, 2016 $46,497
 $60,191
 $104,659
 $211,347
 $6
 $751
 $212,104
 $59,393
____________________
(1)Represents embedded derivatives, all related to the Company's FIA products, reported in Other policyholder funds in the Company's Consolidated Balance Sheets.
(2)Includes U.S. Government and federally sponsored agency obligations for mortgage-backed securities and other mortgage-backed securities.
(3)Transfers into and out of Level 3 during the years ended December 31, 2017 and 2016 were attributable to changes in the availability of observable market information for individual fixed maturity securities and short-term investments. The Company's policy is to recognize transfers into and transfers out of the levels as having occurred at the end of the reporting period in which the transfers were determined.

At December 31, 2017, the Company impaired Level 3 securities for a $1,833 thousand realized loss. At December 31, 2016 the Company impaired Level 3 securities for a $1,889 thousand realized loss. For the years ended December 31, 2017 and 2016, realized losses of $12,942 thousand and $5,011 thousand, respectively, were included in earnings that were attributable to the changes in the fair value of Level 3 liabilities (embedded derivatives) still held.

F-68

NOTE 3 - Fair Value of Financial Instruments-(Continued)


The valuation techniques and significant unobservable inputs used in the fair value measurement for financial assets and liabilities classified as Level 3 are subject to the control processes as previously described in this Note. Generally, valuation techniques for fixed maturity securities include spread pricing, matrix pricing and discounted cash flow methodologies; include inputs such as quoted prices for identical or similar securities that are less liquid; and are based on lower levels of trading activity than securities classified as Level 2. The valuation techniques and significant unobservable inputs used in the fair value measurement for equity securities classified as Level 3 use similar valuation techniques and significant unobservable inputs as those used for fixed maturity securities.
The sensitivity of the estimated fair values to changes in the significant unobservable inputs for fixed maturity and equity securities included in Level 3 generally relates to interest rate spreads, illiquidity premiums and default rates. Significant spread widening in isolation will adversely impact the overall valuation, while significant spread tightening will lead to substantial valuation increases. Significant increases (decreases) in illiquidity premiums in isolation will result in substantially lower (higher) valuations. Significant increases (decreases) in expected default rates in isolation will result in substantially lower (higher) valuations.
Financial Instruments Not Carried at Fair Value; Disclosure Required
The Company has various other financial assets and financial liabilities used in the normal course of business that are not carried at fair value, but for which fair value disclosure is required. The following table presents the carrying value, fair value and fair value hierarchy of these financial assets and financial liabilities.
($ in thousands) Carrying Fair 
Fair Value Measurements at
Reporting Date Using
  Amount Value Level 1 Level 2 Level 3
December 31, 2017  
  
  
  
  
Financial Assets  
  
  
  
  
Investments  
  
  
  
  
Other investments $154,898
 $159,575
 $
 $
 $159,575
Financial Liabilities  
  
  
  
  
Investment contract and life policy reserves,
fixed annuity contracts
 4,452,972
 4,366,334
 
 
 4,366,334
Investment contract and life policy reserves,
account values on life contracts
 82,911
 88,620
 
 
 88,620
Other policyholder funds 643,528
 643,528
 
 575,622
 67,906
Long-term debt 297,469
 311,315
 
 311,315
 
           
December 31, 2016  
  
  
  
  
Financial Assets  
  
  
  
  
Investments  
  
  
  
  
Other investments $151,965
 $156,536
 $
 $
 $156,536
Financial Liabilities  
  
  
  
  
Investment contract and life policy reserves,
fixed annuity contracts
 4,360,456
 4,280,528
 
 
 4,280,528
Investment contract and life policy reserves,
account values on life contracts
 79,591
 85,066
 
 
 85,066
Other policyholder funds 649,557
 649,557
 
 575,253
 74,304
Long-term debt 247,209
 248,191
 
 248,191
 



F-69

NOTE 3 - Fair Value of Financial Instruments-(Continued)


Other Investments

Other investments includes policy loans and mortgage loans. For policy loans the fair value is based on estimates using discounted cash flow analysis and current interest rates being offered for new loans. For mortgage loans, the fair value is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and similar remaining maturities.

Investment Contract Liabilities and Policyholder Account Balances on Interest-sensitive Life Contracts

Policy Reserves

The fair values of fixed annuity contract liabilities and policyholder account balances on interest-sensitive life contracts are equal to the discounted estimated future cash flows (using the Company's current interest rates for similar products including consideration of minimum guaranteed interest rates). The Company carries these financial liabilities at cost.

Also, included in investment contract and life policy reserves are embedded derivatives related to the Company's IUL products. These embedded derivatives are carried at fair value with fair value equal to the fair value of the current call options purchased to hedge the liability.

Other Policyholder Funds

Other policyholder funds are liabilities related to supplementary contracts without life contingencies and dividend accumulations, as well as balances outstanding under funding agreements with the FHLB and embedded derivatives related to fixed indexed annuities.the FIA products. Except for embedded derivatives, each of these components is carried at cost, which management believes is a reasonable estimate of fair value due to the relatively short duration of these items, based on the Company’sCompany's past experience.

The fair value of the embedded derivatives all related to the Company’s FIA products is estimated at each valuationreporting date by (1) projecting policy contract values and minimum guaranteed contract values over the expected lives of the contracts and (2) discounting the excess of the projected contract value amounts at the applicable risk free interest rates adjusted for the Company’sCompany's nonperformance risk related to those liabilities. The projections of policy contract values are based on the Company’sCompany's best estimate assumptions for future contract growth and decrements. The assumptions for future contract growth include the expected index credits which are derived from the fair values of the underlying call options purchased to fund such index credits and the expected costs of annual call options that will be purchased in the future to fund index credits beyond the next contract anniversary. Projections of minimum guaranteed contract values include the same best estimate assumptions for contract decrements used to project policy contract values.

Short-term Debt

Short-term debt is carried at amortized cost, which management believes is a reasonable estimate of fair value due to the liquidity and short duration of these variable rate instruments.

Long-term Debt

The Company carries long-term debt at amortized cost. The fair value of long-term debt is estimated based on unadjusted quoted market prices of the Company’sCompany's securities or unadjusted market prices based on similar publicly traded issues when trading activity for the Company’sCompany's securities is not sufficient to provide a market price.

Other Liabilities, Repurchase Agreements



F-70


NOTE 4 - Derivative Instruments
The Company carriesoffers FIA products, which are deferred fixed annuities that guarantee the obligationsreturn of principal to the contractholder and credit interest based on a percentage of the gain in a specified market index. The Company also offers IUL products which credit interest based on a percentage of the gain in a specified market index. When deposits are received for securities sold under agreementsFIA and IUL contracts, a portion is used to repurchase at cost, which approximates fair valuepurchase derivatives consisting of call options on the applicable market indices to fund the index credits due to FIA and IUL policyholders. For the short durationCompany, substantially all such call options are one-year options purchased to match the funding requirements of the obligations.

NOTE 3 - Fair Value of Financial Instruments-(Continued)

Financial Instruments Measured and Carried at Fair Value

underlying contracts. The following table presents the Company’s fair value hierarchy for those assets and liabilities measured andcall options are carried at fair value onwith changes in fair value included in Net realized investment gains and losses, a recurring basis. At December 31, 2014, these Level 3 invested assets comprised approximately 2.3%component of revenues, in the Consolidated Statements of Operations.

The change in fair value of derivatives includes the gains or losses recognized at the expiration of the Company’s total investment portfolio fair value.

        Fair Value Measurements at 
  Carrying  Fair  Reporting Date Using 
  Amount        Value        Level 1        Level 2        Level 3 
December 31, 2014                    
Financial Assets                    
Investments                    
Fixed maturities                    
U.S. Government and federallysponsored agency obligations:                    
Mortgage-backed securities $535,726  $535,726  $-  $535,726  $- 
Other, including                    
U.S. Treasury securities  538,199   538,199   17,857   520,342   - 
Municipal bonds  1,647,822   1,647,822   -   1,634,194   13,628 
Foreign government bonds  59,536   59,536   -   59,536   - 
Corporate bonds  2,834,749   2,834,749   10,524   2,749,508   74,717 
Other mortgage-backed securities  1,277,058   1,277,058   -   1,194,109   82,949 
Total fixed maturities  6,893,090   6,893,090   28,381   6,693,415   171,294 
Equity securities  110,655   110,655   92,140   18,509   6 
Short-term investments  142,039   142,039   142,039   -   - 
Other investments  12,458   12,458   -   12,458   - 
Totals  7,158,242   7,158,242   262,560   6,724,382   171,300 
Separate Account(variable annuity) assets (1)  1,813,557   1,813,557   1,813,557   -   - 
Financial Liabilities                    
Other policyholder funds, embedded derivatives  20,049   20,049   -   -   20,049 
                     
December 31, 2013                    
Financial Assets                    
Investments                    
Fixed maturities                    
U.S. Government and federallysponsored agency obligations:                    
Mortgage-backed securities $569,725  $569,725  $-  $569,725  $- 
Other, including                    
U.S. Treasury securities  435,574   435,574   17,757   417,817   - 
Municipal bonds  1,471,527   1,471,527   -   1,468,833   2,694 
Foreign government bonds  54,951   54,951   -   54,951   - 
Corporate bonds  2,614,409   2,614,409   10,181   2,543,402   60,826 
Other mortgage-backed securities  863,387   863,387   -   817,378   46,009 
Total fixed maturities  6,009,573   6,009,573   27,938   5,872,106   109,529 
Equity securities  91,858   91,858   74,279   17,573   6 
Short-term investments  206,758   206,758   206,354   404   - 
Other investments  5,000   5,000   -   5,000   - 
Totals  6,313,189   6,313,189   308,571   5,895,083   109,535 
Separate Account(variable annuity) assets (1)  1,747,995   1,747,995   1,747,995   -   - 
Financial Liabilities                    
Other policyholder funds,embedded derivatives  -   -   -   -   - 

(1)Separate Account (variable annuity) liabilities are set equal to Separate Account (variable annuity) assets.

NOTE 3 - Fair Value of Financial Instruments-(Continued)

As of September 30, 2014,option term or early termination and the Company transferred one equity security into Level 1 from Level 2. As of March 31, 2013, the Company transferred the separate account assets and liabilities into Level 1 from Level 2 after reassessing the underlying inputs for the determination ofchanges in fair value for these assets and liabilities. As disclosed above, fair value for separate account assets is based primarily on market quotationsopen positions. Call options are not purchased to fund the index liabilities which may arise after the next deposit anniversary date. On the respective anniversary dates of the underlying securities consistentindexed deposits, the index used to compute the annual index credit is reset and new one-year call options are purchased to fund the next annual index credit. The cost of these purchases is managed through the terms of the FIA and IUL contracts, which permit changes to index return caps, participation rates and/or asset fees, subject to guaranteed minimums on each contract's anniversary date. By adjusting the index return caps, participation rates or asset fees, crediting rates generally can be managed except in cases where the contractual features would prevent further modifications.

The future annual index credits on FIA are treated as a "series of embedded derivatives" over the expected life of the applicable contract with a corresponding reserve recognized. For IUL, the method applied in all prior periods. embedded derivative represents a single year liability for the index return.
The Company did not have any other transfers between Levels 1 and 2 during the years ended December 31, 2014 and 2013. The following tables present reconciliations for the periods indicated forcarries all Level 3 assets and liabilities measuredderivative instruments at fair value onin the Consolidated Balance Sheets. The Company elected to not use hedge accounting for derivative transactions related to the FIA and IUL products. As a recurring basis.

     Financial
   Financial Assets Liabilities(1)
  Municipal
Bonds
 Corporate
Bonds
 Other
Mortgage-
Backed
Securities
 Total
Fixed
Maturities
     Equity
Securities
 Total 

 

 

                      
Beginning balance January 1, 2014  $2,694   $60,826   $46,009   $109,529   $6   $109,535   $- 
Transfers into Level 3 (2)   10,056    20,649    42,108    72,813    -    72,813    - 
Transfers out of Level 3 (2)   -    (3,510)   (519)   (4,029)   -    (4,029)   - 
Total gains or losses                                   
Net realized gains (losses) included in net income   -    -    (26)   (26)   -    (26)   1,157 
Net unrealized gains (losses) included in other comprehensive income   1,191    3,611    118    4,920    -    4,920    - 
Purchases   -    -    -    -    -    -    - 
Issuances   -    -    -    -    -    -    19,338 
Sales   -    -    -    -    -    -    - 
Settlements   -    -    -    -    -    -    - 
Paydowns, maturities and distributions   (313)   (6,859)   (4,741)   (11,913)   -    (11,913)   (446)
Ending balance, December 31, 2014  $13,628   $74,717   $82,949   $171,294   $6   $171,300   $20,049 
                                    
Beginning balance, January 1, 2013  $12,275   $85,722   $33,172   $131,169   $340   $131,509   $- 
Transfers into Level 3 (2)   9,453    34,258    67,827    111,538    -    111,538    - 
Transfers out of Level 3 (2)   (6,347)   (54,530)   (30,847)   (91,724)   -    (91,724)   - 
Total gains or losses                                   
Net realized gains (losses) included in net income   -    -    -    -    -    -    - 
Net unrealized gains (losses) included in other comprehensive income   (481)   (2,007)   (328)   (2,816)   -    (2,816)   - 
Purchases   -    -    -    -    -    -    - 
Issuances   -    -    -    -    -    -    - 
Sales   -    -    -    -    (334)   (334)   - 
Settlements   -    -    -    -    -    -    - 
Paydowns, maturities and distributions   (12,206)   (2,617)   (23,815)   (38,638)   -    (38,638)   - 
Ending balance, December 31, 2013  $2,694   $60,826   $46,009   $109,529   $6   $109,535   $- 

(1)Represents embedded derivatives, all related to the Company’s FIA products, reported in Other Policyholder Funds in the Company’s Consolidated Balance Sheets.
(2)Transfers into and out of Level 3 during the years ended December 31, 2014 and 2013 were attributable to changes in the availability of observable market information for individual fixed maturity securities. The Company’s policy is to recognize transfers into and transfers out of the levels as having occurred at the end of the reporting period in which the transfers were determined.

At December 31, 2014result, the Company recognizes the purchased call options and 2013, there were no realized gains or losses included in earnings that were attributablethe embedded derivatives related to the provision of a contingent return at fair value, with changes in the fair value of Level 3 assets still held. For the year ended December 31, 2014,derivatives recognized immediately as Net realized gains/investment gains (losses) of $1,157 were included in earnings that were attributable to the changes in the fair value of Level 3 liabilities (embedded derivatives) still held.

NOTE 3 - Fair Value of Financial Instruments-(Continued)

The valuation techniques and significant unobservable inputs used in the fair value measurement for financial assets classified as Level 3 are subject to the control processes as previously described in this note for “Investments”. Generally, valuation for fixed maturity securities include spread pricing, matrix pricing and discounted cash flow methodologies; include inputs such as quoted prices for identical or similar securities that are less liquid; and are based on lower levels of trading activity than securities classified as Level 2. The valuation techniques and significant unobservable inputs used in the fair value measurement for equity securities classified as Level 3 use similar valuation techniques and significant unobservable inputs as fixed maturities.

The sensitivity of the estimated fair values to changes in the significant unobservable inputs for fixed maturities and equity securities included in Level 3 generally relate to interest rate spreads, illiquidity premiums and default rates. Significant spread widening in isolation will adversely impact the overall valuation, while significant spread tightening will lead to substantial valuation increases. Significant increases (decreases) in illiquidity premiums in isolation will result in substantially lower (higher) valuations. Significant increases (decreases) in expected default rates in isolation will result in substantially lower (higher) valuations.

Financial Instruments Not Carried at Fair Value; Disclosure Required

The Company has various other financial assets and financial liabilities used in the normal course of business that are not carried at fair value, but for which fair value disclosure is required. The following table presents the carrying value, fair value and fair value hierarchy of these financial assets and financial liabilities.

        Fair Value Measurements at 
  Carrying  Fair  Reporting Date Using 
  Amount      Value      Level 1      Level 2      Level 3 
December 31, 2014                    
Financial Assets                    
Investments                    
Other investments $145,409  $149,792  $-  $-  $149,792 
Financial Liabilities                    
Fixed annuity contract liabilities  3,774,457   3,691,123   -   -   3,691,123 
Policyholder account balances oninterest-sensitive life contracts  77,415   81,461   -   -   81,461 
Other policyholder funds  586,689   586,689   -   500,080   86,609 
Short-term debt  38,000   38,000   -   38,000   - 
Long-term debt  199,939   209,495   209,495   -   - 
Other liabilities, repurchaseagreement obligations  -   -   -   -   - 
                     
December 31, 2013                    
Financial Assets                    
Investments                    
Other investments $140,685  $144,921  $-  $-  $144,921 
Financial Liabilities                    
Fixed annuity contract liabilities  3,515,865   3,302,333   -   -   3,302,333 
Policyholder account balances oninterest-sensitive life contracts  78,598   79,678   -   -   79,678 
Other policyholder funds  346,292   346,292   -   250,000   96,292 
Short-term debt  38,000   38,000   -   38,000   - 
Long-term debt  199,874   218,565   218,565   -   - 
Other liabilities, repurchaseagreement obligations  25,864   25,864   -   25,864   - 

F-72

NOTE 4 - Property and Casualty Unpaid Claims and Claim Expenses

The following table is a summary reconciliation of the beginning and ending property and casualty unpaid claims and claim expense reserves for the periods indicated. The table presents reserves on both gross and net (after reinsurance) bases. The total net property and casualty insurance claims and claim expense incurred amounts are reflected in the Consolidated Statements of Operations. The endfair values of the year gross reserve (before reinsurance) balancesderivative instruments, including derivative instruments embedded in FIA and the reinsurance recoverable balancesIUL contracts are reflected on a gross basispresented in the Consolidated Balance Sheets.

  Year Ended December 31,
   2014                2013                2012 
Property and casualty segment              
Gross reserves, beginning of year (1) $275,809   $274,542   $281,080 
Less: Reinsurance recoverables  14,107    13,705    11,463 
Net reserves, beginning of year (2)  261,702    260,837    269,617 
Incurred claims and claim expenses:              
Claims occurring in the current year  416,512    403,589    406,605 
Decrease in estimated reserves for claims occurring in prior years (3)  (17,000)   (17,988)   (17,175)
Total claims and claim expenses incurred (4)  399,512    385,601    389,430 
Claims and claim expense payments for claims occurring during:              
Current year  273,699    265,831    271,286 
Prior years  120,158    118,905    126,924 
Total claims and claim expense payments  393,857    384,736    398,210 
Net reserves, end of year (2)  267,357    261,702    260,837 
Plus: Reinsurance recoverables  43,740    14,107    13,705 
Gross reserves, end of year (1) $311,097   $275,809   $274,542 

Sheets as follows:
($ in thousands) December 31,
  2017 2016
Assets  
  
Derivative instruments, included in Short-term and other investments $15,550
 $8,694
     
Liabilities  
  
Fixed indexed annuities - embedded derivatives,
included in Other policyholder funds
 80,733
 59,393
Indexed universal life - embedded derivatives,
included in Investment contract and life policy reserves
 594
 158

 

(1)Unpaid claims and claim expenses as reported in the Consolidated Balance Sheets also include reserves for the life and annuity segments of $14,687, $15,818, $14,853 and $13,729 as of December 31, 2014, 2013, 2012 and 2011, respectively, in addition to property and casualty segment reserves.
(2)Reserves net of anticipated reinsurance recoverables.
(3)Shows the amounts by which the Company decreased its reserves in each of the periods indicated for claims occurring in previous periods to reflect subsequent information on such claims and changes in their projected final settlement costs. Also refer to the paragraphs below for additional information regarding the reserve development recorded in 2014, 2013 and 2012.
(4)Benefits, claims and settlement expenses as reported in the Consolidated Statements of Operations also include amounts for the life and annuity segments of $68,914, $62,716 and $58,820 for the years ended December 31, 2014, 2013 and 2012, respectively, in addition to the property and casualty segment amounts.

Underwriting results of the property and casualty segment are significantly influenced by estimates of the Company's ultimate liability for insured events. There is a high degree of uncertainty inherent in the estimates of ultimate losses underlying the liability for unpaid claims and claim settlement expenses. This inherent uncertainty is particularly significant for liability-related exposures due to the extended period, often many years, that transpires between a loss event, receipt of related claims data from policyholders and ultimate settlement of the claim. Reserves for property and casualty claims include provisions for payments to be made on reported claims (“case reserves”), claims incurred but not yet reported (“IBNR”) and associated settlement expenses (together, “loss reserves”). The process by which these reserves are established requires reliance upon estimates based on known facts and on interpretations of circumstances, including the Company's experience with similar cases and historical trends involving claim payments and related patterns, pending levels of unpaid claims and product mix, as well as other factors including court decisions, economic conditions, public attitudes and medical costs.

F-71

NOTE 4 - Property and Casualty Unpaid Claims and Claim Expenses-Derivative Instruments-(Continued)


In general, the change in the fair value of the embedded derivatives related to FIA will not correspond to the change in fair value of the purchased call options because the purchased call options are one-year options while the options valued in the embedded derivatives represent the rights of the policyholder to receive index credits over the entire period the FIA contracts are expected to be in force, which typically exceeds 10 years. The changes in fair value of derivatives included in the Consolidated Statements of Operations were as follows:
($ in thousands) Years Ended December 31,
  2017 2016 2015
Change in fair value of derivatives (1):  
  
  
Revenues  
  
  
Net realized investment gains (losses) $14,867
 $4,024
 $(1,483)
       
Change in fair value of embedded derivatives:      
Revenues      
Net realized investment gains (losses) (13,410) (5,076) 2,529
____________________
(1)Includes gains or losses recognized at the expiration of the option term or early termination and the changes in fair value for open options.

The Company's strategy attempts to mitigate potential risk of loss under these agreements through a regular monitoring process, which evaluates the program's effectiveness. The Company believesis exposed to risk of loss in the propertyevent of nonperformance by the counterparties and, casualty loss reservesaccordingly, option contracts are appropriately established based on available facts, laws,purchased from multiple counterparties, which are evaluated for creditworthiness prior to purchase of the contracts. All of these options have been purchased from nationally recognized financial institutions with a S&P/Moody's Investors Service (Moody's) long-term credit rating of "BBB+/A1" or higher at the time of purchase and regulations.the maximum credit exposure to any single counterparty is subject to concentration limits. The Company calculates and records a single best estimatealso obtains credit support agreements that allow it to request the counterparty to provide collateral when the fair value of the reserve (which is equalexposure to the actuarial point estimate)counterparty exceeds specified amounts.
The notional amount and fair value of call options by counterparty and each counterparty's long-term credit ratings were as of each balance sheet date, for each line of business and its components (coverages and perils) for reported losses and for IBNR losses and as a result believes no other estimate is better than the recorded amount. Due to uncertainties involved, the ultimate cost of losses may vary materially from recorded amounts.

The Company continually updates loss estimates using both quantitative and qualitative information from its reserving actuaries and information derived from other sources. Adjustments may be required as information develops which varies from experience, or, in some cases, augments data which previously were not considered sufficient for use in determining liabilities. The effects of these adjustments may be significant and are charged or credited to income in the period in which the adjustments are made.

Numerous risk factors will affect more than one product line. One of these factors is changes in claim department practices, including claim closure rates, number of claims closed without payment, the use of third-party claims adjusters and the level of needed case reserve estimated by the adjuster. Other risk factors include changes in claim frequency, changes in claim severity, regulatory and legislative actions, court actions, changes in economic conditions and trends (e.g. medical costs, labor rates and the cost of materials), the occurrence of unusually large or frequent catastrophic loss events, timeliness of claim reporting, the state in which the claim occurred and degree of claimant fraud. The extent of the impact of a risk factor will also vary by coverages within a product line. Individual risk factors are also subject to interactions with other risk factors within product line coverages.

While all product lines are exposed to these risks, there are some loss types or product lines for which the financial effect will be more significant. For instance, the use of third-party adjusters for large catastrophe losses adds a level of risk to this loss type not present when employee adjusters handle claims. Also, given the relatively large proportion (approximately 70% asfollows:

($ in thousands) December 31, 2017 December 31, 2016
  Credit Rating Notional Fair Notional Fair
Counterparty S&P Moody's Amount Value Amount Value
             
Bank of America, N.A. A+ Aa3 $85,100
 $6,320
 $38,500
 $1,934
Barclays Bank PLC A A1 48,900
 1,828
 66,800
 1,543
Citigroup Inc. BBB+   
 
 
 
Credit Suisse International A A1 21,100
 1,444
 65,200
 4,281
Societe Generale A   91,700
 5,958
 15,600
 936
             
Total     $246,800
 $15,550
 $186,100
 $8,694

As of December 31, 2014)2017 and 2016, the Company held $15,584 thousand and $8,824 thousand, respectively, of cash received from counterparties for derivative collateral, which is included in Other liabilities on the Consolidated Balance Sheets. This derivative collateral limits the Company's maximum amount of economic loss due to credit risk that would be incurred if parties to the call options failed completely to perform according to the terms of the Company’s reserves that are in the longer-tail automobile liability coverages, regulatory and court actions, changes in economic conditions and trends, and medical costs could be expectedcontracts to impact this product line more extensively than others.

Reserves are established for claims as they occur for each line of business based on estimates of the ultimate cost to settle the claims. The actual loss results are compared to prior estimates and differences are recorded as reestimates. The primary actuarial techniques (development of paid loss dollars, development of reported loss dollars, methods based on expected loss ratios and methods utilizing frequency and severity of claims) used to estimate reserves and provide for losses are applied to actual paid losses and reported losses (paid losses plus individual case reserves set by claim adjusters) for an accident year or a calendar year to create an estimate of how losses are likely to develop over time. An accident year refers to classifying claims based on the year in which the claim occurred. A calendar year refers to classifying claims based on the year in which the claims are reported. Both classifications are used to prepare estimates of required reserves for payments to be made in the future. For estimating short-tail coverage reserves (e.g. homeowners and automobile physical damage), which comprise approximately 20% of the Company’s total loss reserves as

NOTE 4 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)

of December 31, 2014, the primary actuarial technique utilized is the development of paid loss dollars due to the relatively quick claim settlement period. As it relates to estimating long-tail coverage reserves (primarily related to automobile liability), which comprise approximately 80% of the Company’s total loss reserves as of December 31, 2014, the primary actuarial technique utilized is the development of reported loss dollars due to the relatively long claim settlement period.

In all of the loss estimation techniques referred to above, a ratio (development factor) is calculated which compares current results to results in the prior period for each accident year. Various development factors, based on historical results, are multiplied by the current experience to estimate the development of losses of each accident year from the current time period into the next time period. The development factors for the next time period for each accident year are compounded over the remaining calendar years to calculate an estimate of ultimate losses for each accident year. Occasionally, unusual aberrations in loss patterns are caused by factors such as changes in claim reporting, settlement patterns, unusually large losses, process changes, legal or regulatory environment changes, and other influences. In these instances, analyses of alternate development factor selections are performed to evaluate the effect of these factors, and actuarial judgment is applied to make appropriate development factor assumptions needed to develop a best estimate of ultimate losses. Paid losses are then subtracted from estimated ultimate losses to determine the indicated loss reserves. The difference between indicated reserves and recorded reserves is the amount of reserve reestimate.

Reserves are reestimated quarterly. When new development factors are calculated from actual losses, and they differ from estimated development factors used in previous reserve estimates, assumptions about losses and required reserves are revised based on the new development factors. Changes to reserves are recorded in the period in which development factor changes result in reserve reestimates.

Numerous actuarial estimates of the types described above are prepared each quarter to monitor losses for each line of business and its components (coverages and perils) and for reported losses and IBNR. Often, several different estimates are prepared for each detailed component, incorporating alternative analyses of changing claim settlement patterns and other influences on losses, from which the Company selects the best estimate for each component, occasionally incorporating additional analyses and actuarial judgment, as described above. These estimates also incorporate the historical impact of inflation into reserve estimates, the implicit assumption being that a multi-year average development factor represents an adequate provision. Based on the Company’s review of these estimates, as well as the review of the independent reserve studies, the best estimate of required reserves for each line of business and its components (coverages and perils) is determined by management and is recorded for each accident year, and the required reserves for each component are summed to create the reserve balances carried on the Company’s Consolidated Balance Sheets.

NOTE 4 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)

Based on the Company’s products and coverages, historical experience, and modeling of various actuarial methodologies used to develop reserve estimates, the Company estimates that the potential variability of the property and casualty loss reserves within a reasonable probability of other possible outcomes may be approximately plus or minus 6% of reserves, which equates to plus or minus approximately $10,000 of net income as of December 31, 2014. Although this evaluation reflects the most likely outcomes, it is possible the final outcome may fall below or above these estimates.

Net favorable development of total reserves for property and casualty claims occurring in prior years was $17,000 in 2014, $17,988 in 2013 and $17,175 in 2012, in each year predominantly the result of favorable frequency and severity trends in automobile liability loss emergence for accident years 2011 and prior.

The Company completes a detailed study of property and casualty reserves based on information available at the end of each quarter and year. Trends of reported losses (paid amounts and case reserves on claims reported to the Company) for each accident year are reviewed and ultimate loss costs for those accident years are estimated. The Company engages an independent property and casualty actuarial consulting firm to prepare an independent study of the Company's property and casualty reserves at December 31 of each year, supplemented by other analyses throughout the year. The result of the independent actuarial study at December 31, 2014 was consistent with management’s analyses and selected estimates and did not result in any adjustments to the Company’s recorded property and casualty reserves.

Based on an assessment of the relative weight given to emerging trends resulting from recent business process changes, pricing, underwriting and claims handling, at both December 31, 2014 and 2013 the Company recorded property and casualty reserves toward the higher end (upper quartile) of a reasonable range of reserve estimates.

At the time each of the reserve analyses was performed, the Company believed that each estimate was based upon sound methodology and such methodologies were appropriately applied and that there were no trends which indicated the likelihood of future loss reserve development. The financial impact of the net reserve development was therefore accounted for in the period that the development was determined.

No other adjustments were made in the determination of the liabilities during the periods covered by these consolidated financial statements. Management believes that, based on data currently available, it has reasonably estimated the Company's ultimate losses.

F-76
$250 thousand per counterparty.

F-72

NOTE 5 - Debt

Indebtedness and scheduled maturities consisted of the following:

  Effective     
  Interest Final December 31, 
  Rates          Maturity           2014            2013 
Short-term debt:            
Bank Credit Facility Variable 2019 $38,000  $38,000 
Long-term debt, current and noncurrent (1):            
6.05% Senior Notes, Aggregate principal amount of            
$75,000 less unaccrued discount of $11 and $38 6.1% 2015  74,989   74,962 
6.85% Senior Notes, Aggregate principal amount of            
$125,000 less unaccrued discount of $50 and $88 6.9% 2016  124,950   124,912 
             
Total     $237,939  $237,874 

(1)The Company designates debt obligations as “long-term” based on maturity date at issuance.

Credit Agreement with Financial Institutions (“Bank Credit Facility”)

In 2011, HMEC entered into a Bank Credit Agreement (the “Bank Credit Facility”) that replaced a previous bank credit agreement which was scheduled to expire. The Bank Credit Facility is by and between HMEC, certain financial institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent, provides for unsecured borrowings of up to $150,000 and was scheduled to expire on October 6, 2015.

Effective July 30, 2014, the Bank Credit Facility agreement was amended and restated to extend the commitment termination date to July 30, 2019 from the previous termination date of October 6, 2015 and to decrease the interest rate spread relative to Eurodollar base rates. The financial covenants within the agreement were not changed. Interest accrues at varying spreads relative to prime or Eurodollar base rates and is payable monthly or quarterly depending on the applicable base rate (Eurodollar base rate plus 1.15%, which totaled 1.32%, as of December 31, 2014). The unused portion of the Bank Credit Facility is subject to a variable commitment fee, which was 0.15% on an annual basis at December 31, 2014.

6.05% Senior Notes due 2015 (“Senior Notes due 2015”)

On June 9, 2005, the Company issued $75,000 aggregate principal amount of 6.05% senior notes, which will mature on June 15, 2015, issued at a discount of 0.357% resulting in an effective yield of 6.098%. Interest on the Senior Notes due 2015 is payable semi-annually at a rate of 6.05%. The Senior Notes due 2015 are redeemable in whole or in part, at any time, at the Company's option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the Treasury yield (as defined in the indenture) plus 30 basis points, plus, in either of the above cases, accrued interest to the date of redemption.

F-77

NOTE 5 - Debt-(Continued)

6.85% Senior Notes due 2016 (“Senior Notes due 2016”)

On April 21, 2006, the Company issued $125,000 aggregate principal amount of 6.85% senior notes, which will mature on April 15, 2016, issued at a discount of 0.305% resulting in an effective yield of 6.893%. Interest on the Senior Notes due 2016 is payable semi-annually at a rate of 6.85%. The Senior Notes due 2016 are redeemable in whole or in part, at any time, at the Company's option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the Treasury yield (as defined in the indenture) plus 30 basis points, plus, in either of the above cases, accrued interest to the date of redemption.

Universal Shelf Registration

To provide additional capital management flexibility, the Company filed a “universal shelf” registration on Form S-3 with the SEC on January 5, 2012. The registration statement, which registered the offer and sale by the Company from time to time of up to $300,000 of various securities, which could have included debt securities, common stock, preferred stock, depositary shares, warrants and/or delayed delivery contracts, was declared effective on January 18, 2012. This registration statement remained effective through January 18, 2015. No securities associated with the registration statement were issued. In addition to the Form S-3 entry to the capital markets, HMEC met the requirements of a “well-known seasoned issuer”, as defined by the SEC, as of December 31, 2014.

Covenants

The Company is in compliance with all of the financial covenants contained in the Senior Notes due 2015 indenture, the Senior Notes due 2016 indenture and the Bank Credit Facility agreement, consisting primarily of relationships of (1) debt to capital, (2) net worth, as defined in the financial covenants, (3) insurance subsidiaries' risk based capital and (4) securities subject to funding agreements and repurchase agreements.


NOTE 65 - Shareholders' EquityProperty and Common Stock Equivalents

Share Repurchase ProgramCasualty Unpaid Claims and Treasury Shares Held (Common Stock)

On December 7, 2011, HMEC’s Board of Directors (the “Board”) authorizedClaim Expenses

The following table is a share repurchase program allowing repurchases of up to $50,000. The share repurchase program authorizes the opportunistic repurchase of HMEC’s common shares in open market or privately negotiated transactions, from time to time, depending on market conditions. The share repurchase program does not have an expiration date and may be limited or terminated at any time without notice.

F-78

NOTE 6 - Shareholders' Equity and Common Stock Equivalents-(Continued)

During 2012, the Company repurchased 915,895 shares of its common stock, or 2.3%summary reconciliation of the outstanding sharesbeginning and ending Property and Casualty unpaid claims and claim expense reserves for the periods indicated. The table presents reserves on December 31, 2011, at an aggregate costboth gross and net (after reinsurance) bases. The total net Property and Casualty insurance claims and claim expense incurred amounts are reflected in the Consolidated Statements of $15,735, or an average price of $17.16 per share, under this share repurchase program. During 2013, the Company repurchased 173,629 shares of its common stock, or 0.4%Operations. The end of the outstanding sharesyear gross reserve (before reinsurance) balances and the reinsurance recoverable balances are reflected on December 31, 2012, at an aggregate cost of $3,889, or an average price of $22.38 per share, under this share repurchase program. During 2014,a gross basis in the Company repurchased 190,876 shares of its common stock, or 0.5%Consolidated Balance Sheets.

($ in thousands) Years Ended December 31,
  2017 2016 2015
Property and Casualty segment  
  
  
Gross reserves, beginning of year (1) $307,757
 $301,569
 $311,097
Less:  reinsurance recoverables 61,199
 50,332
 43,740
Net reserves, beginning of year (2) 246,558
 251,237
 267,357
Incurred claims and claim expenses:  
  
  
Claims occurring in the current year 498,989
 471,099
 432,811
Decrease in estimated reserves for claims occurring in prior years (3) (2,700) (7,000) (12,500)
Total claims and claim expenses incurred (4) 496,289
 464,099
 420,311
Claims and claim expense payments for claims occurring during:  
  
  
Current year 333,385
 323,025
 294,449
Prior years 147,689
 145,753
 141,982
Total claims and claim expense payments 481,074
 468,778
 436,431
Net reserves, end of year (2) 261,773
 246,558
 251,237
Plus:  reinsurance recoverables 57,409
 61,199
 50,332
Gross reserves, end of year (1) $319,182
 $307,757
 $301,569
____________________
(1)Unpaid claims and claim expenses as reported in the Consolidated Balance Sheets also include reserves for Life and Retirement of $28,567 thousand, $22,131 thousand and $22,151 thousand as of December 31, 2017, 2016 and 2015, respectively, in addition to Property and Casualty reserves.
(2)Reserves net of anticipated reinsurance recoverables.
(3)Shows the amounts by which the Company decreased its reserves in each of the periods indicated for claims occurring in previous periods to reflect subsequent information on such claims and changes in their projected final settlement costs. Also refer to the paragraphs below for additional information regarding the reserve development recorded in 2017, 2016 and 2015.
(4)
Benefits, claims and settlement expenses as reported in the Consolidated Statements of Operations also include amounts for Life and Retirement of $86,017 thousand, $76,905 thousand, and $76,053 thousand for the years ended December 31, 2017, 2016 and 2015, respectively, in addition to Property and Casualty amounts.

Underwriting results for Property and Casualty are significantly influenced by estimates of the outstanding shares on December 31, 2013, at an aggregate costCompany's ultimate liability for insured events. There is a high degree of $5,411, or an average priceuncertainty inherent in the estimates of $28.33 per share, under this share repurchase program. In totalultimate losses underlying the liability for unpaid claims and through December 31, 2014, 1,435,108 shares have been repurchased underclaim settlement expenses. This inherent uncertainty is particularly significant for liability-related exposures due to the $50,000 program at an average priceextended period, often many years, that transpires between a loss event, receipt of $18.85 per share. The repurchase of shares was financed through use of cash. As of December 31, 2014, $22,947 remained authorized for future share repurchases.

At December 31, 2014, the Company held 23,308,430 shares in treasury.

Authorization of Preferred Stock

In 1996, the shareholders of HMEC approved authorization of 1,000,000 shares of $0.001 par value preferred stock. The Board of Directors is authorized to (1) direct the issuancerelated claims data from policyholders and ultimate settlement of the preferred stock in one or more series, (2) fixclaim. Reserves for Property and Casualty claims include provisions for payments to be made on reported claims (case reserves), claims incurred but not yet reported (IBNR) and associated settlement expenses (together, loss reserves). The process by which these reserves are established requires reliance upon estimates based on known facts and on interpretations of circumstances, including the dividend rate, conversion or exchange rights, redemption priceCompany's experience with similar cases and liquidation preference,historical trends involving claim payments and related patterns, pending levels of any seriesunpaid claims and product mix, as well as other factors including court decisions, economic conditions, public attitudes and medical costs.


F-73

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


The Company believes the Property and Casualty loss reserves are appropriately established based on available facts, laws, and regulations. The Company calculates and records a single best estimate of the preferred stock, (3) fix the number of shares for any series and (4) increase or decrease the number of shares of any series. No shares of preferred stock were outstanding at December 31, 2014 and 2013.

2010 Comprehensive Executive Compensation Plan

In 2010, the shareholders of HMEC approved the 2010 Comprehensive Executive Compensation Plan (the “Comprehensive Plan”). The purpose of the Comprehensive Plan is to aid the Company in attracting, retaining, motivating and rewarding employees and non-employee Directors; to provide for equitable and competitive compensation opportunities, including deferral opportunities; to encourage long-term service; to recognize individual contributions and reward achievement of Company goals; and to promote the creation of long-term value for the Company’s shareholders by closely aligning the interests of plan participants with those of shareholders. The Comprehensive Plan authorizes share-based and cash-based incentives for plan participants. In 2012, the shareholders of HMEC approved the implementation of a fungible share pool under which grants of full value shares will count against the share limit as two and one half shares for every share subject to a full value award. As of December 31, 2014, approximately 1.2 million shares were available for grant under the Comprehensive Plan. Shares of common stock issued under the Comprehensive Plan may be either authorized and unissued shares of HMEC or shares that have been reacquired by HMEC; however, new shares have been issued historically.

F-79

NOTE 6 - Shareholders' Equity and Common Stock Equivalents-(Continued)

As further described in the paragraphs below, outstanding stock units and stock options under the Comprehensive Plan were as follows:

  December 31, 
   2014                2013                2012 
Common stock units related to deferred compensation for Directors  87,993   118,062   111,928 
Common stock units related to deferred compensation for employees  69,598   111,981   116,174 
Stock options  634,437   956,814   1,882,939 
Restricted common stock units related to incentive compensation  1,590,138   1,663,190   1,423,611 
Total  2,382,166   2,850,047   3,534,652 

Director Common Stock Units

Deferred compensation of directors is in the form of common stock units, which represent an equal number of common shares to be issued in the future. The outstanding units of directors serving on the Board accrue dividends at the same rate as dividends paid to HMEC’s shareholders; outstanding units of retired directors do not accrue dividends. These dividends are reinvested into additional common stock units.

Employee Common Stock Units

Deferred compensation of employees is in the form of common stock units, which represent an equal number of common shares to be issued in the future. Distributions of employee deferred compensation are allowed to be either in common shares or cash. Through December 31, 2014, all distributions have been in cash. The outstanding units accrue dividends at the same rate as dividends paid to HMEC’s shareholders. These dividends are reinvested into additional common stock units.

Stock Options

Options to purchase shares of HMEC common stock may be granted to executive officers, other employees and directors. The options become exercisable in installments based on service generally beginning in the first year from the date of grant and generally become fully vested 4 years from the date of grant. The options generally expire 7 to 10 years from the date of grant. The exercise price of the optionreserve (which is equal to the market priceactuarial point estimate) as of HMEC’s common stock oneach reporting date, for each line of business and its coverages for reported losses and for IBNR losses and as a result believes no other estimate is better than the daterecognized amount. Due to uncertainties involved, the ultimate cost of grant resultinglosses may vary materially from recognized amounts.

The Company continually updates loss estimates using both quantitative and qualitative information from its reserving actuaries and information derived from other sources. Adjustments may be required as information develops which varies from experience, or, in some cases, augments data which previously were not considered sufficient for use in determining liabilities. The effects of these adjustments may be significant and are charged or credited to income in the period in which the adjustments are made.
Numerous risk factors will affect more than one product line. One of these factors is changes in claim department practices, including claim closure rates, number of claims closed without payment, the use of third-party claim adjusters and the level of needed case reserve estimated by the adjuster. Other risk factors include changes in claim frequency, changes in claim severity, regulatory and legislative actions, court actions, changes in economic conditions and trends (e.g. medical costs, labor rates and the cost of materials), the occurrence of unusually large or frequent catastrophic loss events, timeliness of claim reporting, the state in which the claim occurred and degree of claimant fraud. The extent of the impact of a grant date intrinsic value of $0.

Changes in outstanding options were as follows:

  Weighted Average  Range of  Options 
  Option Price  Option Prices     Vested and 
  per Share  per Share  Outstanding  Exercisable 
                 
December 31, 2013         $17.49   $  6.91-$30.24         956,814               314,445         
                     
Granted  $28.88   $28.88-$28.91   175,632    -   
Vested  $17.78   $13.83-$30.24   -    392,142   
Exercised  $16.50   $  6.91-$22.69   (435,665)   (435,665)  
Forfeited  $18.53   $13.83-$20.60   (62,344)   (62,344)  
Expired   -   -   -    -   
                     
December 31, 2014  $21.22   $  6.91-$30.24   634,437    208,578   

F-80
risk factor will also vary by coverages within a product line. Individual risk factors are also subject to interactions with other risk factors within product line coverages.

NOTE 6 - Shareholders' Equity and Common Stock Equivalents-(Continued)

Option information segregated by ranges of exercise prices was as follows:

  December 31, 2014
    Total Outstanding Options Vested and Exercisable Options
       Weighted Weighted    Weighted Weighted
  Range of    Average Average    Average Average
  Option Prices    Option Price Remaining    Option Price Remaining
  per Share        Options       per Share       Term       Options       per Share       Term
                 
  $  6.91-$17.01  148,244    $16.12 2.9 years  109,438  $15.83 2.8 years
  $17.32-$22.69  307,373  $19.20 4.7 years  98,343  $18.63 4.5 years
  $28.88-$30.24     178,820  $28.91 9.2 years  797  $30.24 6.0 years
Total $  6.91-$30.24  634,437  $21.22 5.5 years  208,578  $17.20 3.6 years

The weighted average exercise prices of vested and exercisable options

While all product lines are exposed to these risks, there are some loss types or product lines for which the financial effect will be more significant. For instance, given the relatively large proportion (approximately 80.0% as of December 31, 20132017) of the Company's reserves that are in the longer-tail automobile liability coverages, regulatory and 2012 were $15.78court actions, changes in economic conditions and $14.28, respectively.

Astrends, and medical costs could be expected to impact this product line more extensively than others.

Reserves are established for claims as they occur for each line of business based on estimates of the ultimate cost to settle the claims. The actual loss results are compared to prior estimates and differences are recorded as re-estimates. The primary actuarial techniques (development of paid loss dollars, development of reported loss dollars, methods based on expected loss ratios and methods utilizing frequency and severity of claims) used to estimate reserves and provide for losses are applied to actual paid losses and reported losses (paid losses plus individual case reserves set by claim adjusters) for an accident year to create an estimate of how losses are likely to develop over time.
An accident year refers to classifying claims based on the year in which the claims occurred. For estimating short-tail coverage reserves (e.g., homeowners and automobile physical damage), which comprise approximately 15.0% of the Company's total loss reserves as of December 31, 2014,2017, the primary actuarial technique utilized is the development of paid loss dollars due to the relatively quick claim settlement period. As it relates to estimating long-tail coverage reserves (primarily related to automobile liability), which comprise approximately 85.0% of the Company's total loss reserves as of December 31, 2017, the primary actuarial technique utilized is the development of reported loss dollars due to the relatively long claim settlement period.

F-74

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


In all of the loss estimation techniques referred to above, a ratio (development factor) is calculated which compares current results to results in the prior period for each accident year. Various development factors, based on historical results, are multiplied by the current experience to estimate the development of losses of each accident year from the current time period into the next time period. The development factors for the next time period for each accident year are compounded over the remaining calendar years to calculate an estimate of ultimate losses for each accident year. Occasionally, unusual aberrations in loss patterns are caused by factors such as changes in claim reporting, settlement patterns, unusually large losses, process changes, legal or regulatory environment changes, and other influences. In these instances, analyses of alternate development factor selections are performed to evaluate the effect of these factors and judgment is applied to make appropriate development factor assumptions needed to develop a closing stock pricebest estimate of $33.18 per share,ultimate losses. Paid losses are then subtracted from estimated ultimate losses to determine the aggregate intrinsic (in-the-money) valuesindicated loss reserves. The difference between indicated reserves and recorded reserves is the amount of vested optionsreserve re-estimate.
Reserves are re-estimated quarterly. When new development factors are calculated from actual losses, and all options outstanding were $3,332they differ from estimated development factors used in previous reserve estimates, assumptions about losses and $7,589, respectively.

Restricted Common Stock Units

Restricted common stock unitsrequired reserves are revised based on the new development factors. Changes to reserves are recognized in the period in which development factor changes result in reserve re-estimates.


Claim count estimates are also established for claims as they occur for each line of business based on estimates of the ultimate claim counts. (These counts are derived by counting the number of claimants by insurance coverage.) The primary actuarial techniques (development of paid claim counts and development of reported claim counts) used to estimate ultimate claim counts are applied to actual paid claim counts and reported claim counts (paid claims plus individual unpaid claims set by claim adjusters) for an accident year to create an estimate of how claims are likely to develop over time. An accident year refers to classifying claims based on the year in which the claim occurred. The ultimate claim count generally gives equal consideration to the results of the two actuarial techniques described.
Occasionally, unusual aberrations in claim reporting patterns or claims payment patterns may occur. In these instances, analyses of alternate development factor selections are performed to evaluate the effect of these factors and judgment is applied to make appropriate development factor assumptions needed to develop a best estimate of ultimate claims.
See tables on the following pages of Note 5 for details of the average annual percentage payout of incurred claims by age, also referred to as a history of claims duration and tables illustrating the incurred and paid claims development information by accident year on a net basis for the lines of Homeowners, Auto Liability, and Auto Physical Damage, which represents 99.0% of the Company's incurred losses for 2017.
Numerous actuarial estimates of the types described above are prepared each quarter to monitor losses for each line of business, including the line's individual coverages; for reported losses and IBNR. Often, several different estimates are prepared for each detailed component, incorporating alternative analyses of changing claim settlement patterns and other influences on losses, from which the Company selects the best estimate for each component, occasionally incorporating additional analyses and judgment, as described above. These estimates also incorporate the historical impact of inflation into reserve estimates, the implicit assumption being that a multi-year average development factor represents an adequate provision. Based on the Company's review of these estimates, as well as the review of the independent reserve studies, the best estimate of required reserves for each line of business, including the line's individual coverages, is determined by management and is recognized for each accident year, then the required reserves for each component are summed to create the reserve balances carried on the Company's Consolidated Balance Sheets.

F-75

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


Based on the Company's products and coverages, historical experience, and various actuarial methodologies used to develop reserve estimates, the Company estimates that the potential variability of the Property and Casualty loss reserves within a reasonable probability of other possible outcomes may be grantedapproximately plus or minus 6.0% of reserves, which equates to executive officers,plus or minus approximately $10,000 thousand of net income as of December 31, 2017. Although this evaluation reflects the most likely outcomes, it is possible the final outcome may fall below or above these estimates.
Net favorable development of total reserves for Property and Casualty claims occurring in prior years was $2,700 thousandin 2017, $7,000 thousand in 2016 and $12,500 thousand in 2015. In 2017, the favorable development was predominantly the result of favorable severity trends in property for accident years 2015 and prior. In 2016, the favorable development was predominantly the result of favorable severity trends in property for accident years 2014 and prior. In 2015, the favorable development was predominantly the result of favorable frequency and severity trends in automobile liability loss emergence for accident years 2013 and prior, as well as favorable severity trends in property for accident years 2013 and prior.
The Company completes a detailed study of Property and Casualty reserves based on information available at the end of each quarter and year. Trends of reported losses (paid amounts and case reserves on claims reported to the Company) for each accident year are reviewed and ultimate loss costs for those accident years are estimated. The Company engages an independent property and casualty actuarial consulting firm to prepare an independent study of the Company's Property and Casualty reserves at December 31st of each year. The result of the independent actuarial study at December 31, 2017 was consistent with management's analysis and selected estimates and did not result in any adjustments to the Company's Property and Casualty reserves recognized.
At the time each of the reserve analyses was performed, the Company believed that each estimate was based upon sound methodology and such methodologies were appropriately applied and that there were no trends which indicated the likelihood of future loss reserve development. The financial impact of the net reserve development was therefore accounted for in the period that the development was determined.
No other employeesadjustments were made in the determination of the liabilities during the periods covered by these consolidated financial statements. Management believes that, based on data currently available, it has reasonably estimated the Company's ultimate losses.
Below is the average annual percentage payout of incurred claims by age, also referred to as a history of claims duration:
($ in thousands) Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
Years 1
 2
 3
 4
 5
 6
 7
 8
 9
 10
Homeowners 78.2% 17.1% 2.5% 1.0% 0.9% 0.2% 0.1% 
 
 
Auto liability 41.0% 34.9% 13.8% 6.3% 2.5% 1.0% 0.3% 0.1% 
 
Auto physical damage 95.4% 4.6% 
 
 
 
 
 
 
 


F-76

NOTE 5 - Property and directorsCasualty Unpaid Claims and represent an equal numberClaim Expenses-(Continued)


The following tables illustrate the incurred and paid claims development by accident year on a net basis for the lines of common shares to be issuedhomeowners, auto liability and auto physical damage. Conditions and trends that have affected the development of these reserves in the past will not necessarily reoccur in the future. It may not be appropriate to use this cumulative history in the projection of future performance.
($ in thousands)
Homeowners  
Incurred Claims and Allocated Claim Adjustment Expense, Net of Reinsurance  
Years Ended December 31, As of December 31, 2017
                      
Total of Incurred-
But-Not-Reported
Liabilities Plus
Expected Development
on Reported Claims
 Cumulative
Number of
Reported Claims
                       
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited    
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017  
                         
2008 $140,469
 $136,743
 $136,002
 $139,743
 $139,232
 $139,511
 $139,472
 $139,348
 $139,306
 $139,311
 $
 32,277
2009  
 113,274
 112,280
 112,970
 113,096
 113,357
 113,230
 113,216
 112,900
 112,958
 
 21,809
2010  
  
 140,994
 136,907
 133,358
 133,235
 133,216
 133,136
��132,859
 132,905
 74
 25,149
2011  
  
  
 150,141
 150,334
 150,791
 148,860
 148,755
 148,414
 148,370
 326
 29,526
2012  
  
  
  
 108,754
 109,156
 109,360
 106,486
 106,308
 106,348
 433
 21,576
2013  
  
  
  
  
 105,584
 107,489
 103,982
 102,407
 102,345
 718
 19,214
2014  
  
  
  
  
  
 111,647
 113,505
 109,059
 106,844
 654
 20,076
2015  
  
  
  
  
  
  
 111,706
 115,134
 114,404
 1,667
 18,673
2016  
  
  
  
  
  
  
  
 115,931
 118,604
 4,677
 19,733
2017  
  
  
  
  
  
  
  
  
 126,285
 12,834
 17,494
   
  
  
  
  
  
  
  
 Total $1,208,374
  
  
                         
                         
Homeowners    
Cumulative Paid Claims and Allocated Claim Adjustment Expense, Net of Reinsurance    
Years Ended December 31,    
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited      
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017    
                         
2008 $105,401
 $130,888
 $134,235
 $136,923
 $138,802
 $138,992
 $139,121
 $139,224
 $139,256
 $139,257
    
2009  
 81,570
 104,407
 108,217
 110,324
 112,554
 112,720
 112,827
 112,848
 112,851
    
2010  
  
 98,190
 124,326
 129,790
 132,246
 132,523
 132,604
 132,599
 132,602
    
2011  
  
  
 123,046
 142,846
 145,852
 146,908
 147,451
 148,026
 148,014
    
2012  
  
  
  
 84,260
 101,566
 104,203
 105,156
 105,561
 105,909
    
2013  
  
  
  
  
 76,890
 96,599
 99,361
 100,968
 101,527
    
2014  
  
  
  
  
  
 83,314
 103,030
 105,704
 106,081
    
2015  
  
  
  
  
  
  
 90,704
 109,303
 111,882
    
2016  
  
  
  
  
  
  
  
 95,772
 113,186
    
2017  
  
  
  
  
  
  
  
  
 106,800
    
   
  
  
  
  
  
  
 Total 1,178,109
    
   
  
  
  
  
  
  
Outstanding prior to 2008 37
    
   
  
  
  
  
  
  
Prior years paid 
    
   
  
  
  
  
  
  
Liabilities for claims and claim adjustment expenses, net of reinsurance $30,302
    

F-77

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


($ in thousands)
Auto Liability  
Incurred Claims and Allocated Claim Adjustment Expense, Net of Reinsurance  
Years Ended December 31, As of December 31, 2017
                      
Total of Incurred-
But-Not-Reported
Liabilities Plus
Expected Development
on Reported Claims
 Cumulative
Number of
Reported Claims
                       
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited    
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017  
                         
2008 $144,694
 $145,669
 $142,279
 $149,225
 $141,666
 $140,648
 $139,938
 $139,131
 $138,975
 $138,973
 $
 47,245
2009  
 159,934
 158,703
 153,662
 157,941
 151,418
 150,919
 150,568
 149,822
 149,888
 (1) 49,232
2010  
  
 157,712
 160,058
 156,369
 154,222
 152,483
 151,653
 149,818
 149,425
 14
 48,939
2011  
  
  
 150,803
 146,713
 145,735
 143,133
 142,488
 139,840
 138,891
 325
 45,973
2012  
  
  
  
 156,448
 153,815
 150,336
 149,346
 147,594
 145,847
 758
 45,983
2013  
  
  
  
  
 153,860
 152,858
 150,720
 150,657
 148,111
 1,521
 47,353
2014  
  
  
  
  
  
 155,105
 157,249
 158,470
 159,937
 4,397
 49,332
2015  
  
  
  
  
  
  
 165,517
 172,553
 177,021
 7,703
 50,428
2016  
  
  
  
  
  
  
  
 180,380
 184,440
 17,107
 51,575
2017  
  
  
  
  
  
  
  
  
 187,983
 67,236
 41,269
   
  
  
  
  
  
  
  
 Total $1,580,516
  
  
                         
                         
Auto Liability    
Cumulative Paid Claims and Allocated Claim Adjustment Expense, Net of Reinsurance    
Years Ended December 31,    
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited      
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017    
                         
2008 $54,750
 $103,370
 $123,062
 $134,377
 $137,980
 $138,539
 $138,758
 $138,875
 $138,962
 $138,970
    
2009  
 60,011
 110,921
 133,568
 142,524
 146,383
 148,783
 149,608
 149,801
 149,855
    
2010  
  
 63,416
 118,345
 137,012
 144,255
 147,337
 148,751
 149,247
 149,364
    
2011  
  
  
 61,070
 108,837
 126,812
 133,931
 136,906
 138,151
 138,358
    
2012  
  
  
  
 61,279
 109,574
 127,185
 138,641
 142,916
 144,622
    
2013  
  
  
  
  
 62,224
 108,856
 131,214
 139,954
 145,291
    
2014  
  
  
  
  
  
 61,329
 117,468
 139,463
 149,059
    
2015  
  
  
  
  
  
  
 70,836
 134,473
 157,980
    
2016  
  
  
  
  
  
  
  
 73,073
 140,901
    
2017  
  
  
  
  
  
  
  
  
 70,682
    
   
  
  
  
  
  
  
 Total 1,385,082
    
   
  
  
  
  
  
  
Outstanding prior to 2008 205
    
   
  
  
  
  
  
  
Prior years paid 
    
   
  
  
  
  
  
  
Liabilities for claims and claim adjustment expenses, net of reinsurance $195,636
    

F-78

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


($ in thousands)
Auto Physical Damage  
Incurred Claims and Allocated Claim Adjustment Expense, Net of Reinsurance  
Years Ended December 31, As of December 31, 2017
                      
Total of Incurred-
But-Not-Reported
Liabilities Plus
Expected Development
on Reported Claims
 Cumulative
Number of
Reported Claims
                       
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited    
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017  
                         
2008 $89,088
 $87,854
 $87,834
 $86,900
 $87,992
 $87,979
 $87,976
 $87,966
 $87,954
 $87,947
 $
 76,517
2009  
 84,539
 83,515
 83,202
 82,635
 82,000
 81,986
 81,972
 81,963
 81,972
 
 77,449
2010  
  
 84,112
 83,420
 83,103
 83,046
 83,052
 83,050
 83,036
 83,028
 
 81,581
2011  
  
  
 86,205
 85,507
 86,023
 85,120
 85,143
 85,116
 85,108
 
 80,803
2012  
  
  
  
 83,770
 82,337
 83,402
 83,431
 83,354
 83,342
 
 78,162
2013  
  
  
  
  
 91,448
 88,856
 88,672
 88,627
 88,455
 (29) 80,916
2014  
  
  
  
  
  
 95,572
 95,634
 95,422
 95,239
 (17) 87,896
2015  
  
  
  
  
  
  
 99,291
 97,994
 97,624
 (62) 87,472
2016  
  
  
  
  
  
  
  
 112,430
 109,515
 (211) 93,098
2017  
  
  
  
  
  
  
  
  
 115,483
 (1,520) 84,684
   
  
  
�� 
  
  
  
  
 Total $927,713
  
  
                         
                         
Auto Physical Damage    
Cumulative Paid Claims and Allocated Claim Adjustment Expense, Net of Reinsurance    
Year Ended December 31,    
Accident Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited      
Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017    
                         
2008 $82,412
 $87,963
 $87,905
 $87,949
 $87,992
 $87,979
 $87,976
 $87,966
 $87,954
 $87,947
    
2009  
 78,456
 82,117
 82,039
 82,015
 82,000
 81,985
 81,973
 81,963
 81,955
    
2010  
   79,329
 83,120
 83,103
 83,087
 83,067
 83,051
 83,036
 83,028
    
2011  
     83,227
 85,254
 85,181
 85,148
 85,127
 85,116
 85,108
    
2012  
       80,519
 83,418
 83,372
 83,355
 83,347
 83,342
    
2013  
         85,110
 88,688
 88,580
 88,532
 88,484
    
2014  
           88,939
 95,444
 95,266
 95,256
    
2015  
             92,138
 97,850
 97,685
    
2016  
               106,459
 109,686
    
2017  
                 105,156
    
   
  
  
  
  
  
  
 Total 917,647
    
   
  
  
  
  
  
  
Outstanding prior to 2008 
    
   
  
  
  
  
  
  
Prior years paid 
    
   
  
  
  
  
  
  
Liabilities for claims and claim adjustment expenses, net of reinsurance $10,066
    



F-79

NOTE 5 - Property and Casualty Unpaid Claims and Claim Expenses-(Continued)


The restricted common stock units vestreconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in installments based on service or attainmentthe Consolidated Balance Sheet is as follows:
($ in thousands) Years Ended December 31,
  2017
Property and Casualty segment  
Net reserves  
Homeowners $30,302
Auto liability 195,636
Auto physical damage 10,066
Other short duration lines 2,723
Total net reserves for unpaid claims and claim adjustment expense,
net of reinsurance
 238,727
   
Reinsurance recoverable on unpaid claims  
Homeowners 298
Auto liability 50,713
Other short duration lines 6,398
Total reinsurance recoverable on unpaid claims 57,409
   
Insurance lines other than short duration (1) 28,567
Unallocated claims adjustment expenses 23,046
Total other than short duration and unallocated claims adjustment expenses 51,613
   
Gross reserves, end of year (1) $347,749
____________________
(1) This line includes Retirement and Life reserves as included in the Consolidated Balance Sheet.

NOTE 6 - Reinsurance and Catastrophes
In the normal course of performance criteria generally beginningbusiness, the Company's insurance subsidiaries assume and cede reinsurance with other insurers. Reinsurance is ceded primarily to limit losses from large events and to permit recovery of a portion of direct losses; however, such a transfer does not relieve the originating insurance company of primary liability.
The Company is a national underwriter and therefore has exposure to catastrophic losses in certain coastal states and other regions throughout the U.S. Catastrophes can be caused by various events including hurricanes, windstorms, hail, severe winter weather, wildfires and earthquakes, and the frequency and severity of catastrophes are inherently unpredictable. The financial impact from catastrophic losses results from both the total amount of insured exposure in the area affected by the catastrophe as well as the severity of the event. The Company seeks to reduce its exposure to catastrophe losses through the geographic diversification of its insurance coverage, deductibles, maximum coverage limits and the purchase of catastrophe reinsurance.
The Company's catastrophe losses incurred of approximately $61,814 thousand, $60,043 thousand and $44,429 thousand for the years ended December 31, 2017, 2016 and 2015, respectively, reflected losses from winter storm events in the first part of each year, wind/hail/tornado events in the spring and summer months of each year, as well as losses from several storms in the latter part of each year. The third quarter of 2017 also included losses from Hurricanes Harvey and Irma.

F-80

NOTE 6 - Reinsurance and Catastrophes-(Continued)

The total amounts of reinsurance recoverable on unpaid insurance reserves classified as assets and reported in Other assets in the Consolidated Balance Sheets were as follows:
($ in thousands) December 31,
  2017 2016
Reinsurance recoverables on reserves and unpaid claims  
  
Property and Casualty  
  
Reinsurance companies $6,696
 $10,239
State insurance facilities 50,713
 50,960
Life and health 11,037
 9,275
Total $68,446
 $70,474

The Company recognizes the cost of reinsurance premiums over the contract periods for such premiums in proportion to the insurance protection provided. Amounts recoverable from reinsurers for unpaid claims and claim settlement expenses, including estimated amounts for unsettled claims, claims incurred but not yet reported and policy benefits, are estimated in a manner consistent with the insurance liability associated with the policy. The effects of reinsurance on premiums written and contract deposits; premiums and contract charges earned; and benefits, claims and settlement expenses were as follows:
($ in thousands) 
Gross
Amount
 
Ceded to
Other
Companies
 
Assumed
from Other
Companies
 
Net
Amount
Year Ended December 31, 2017  
  
  
  
Premiums written and contract deposits (1) $1,244,500
 $21,989
 $4,606
 $1,227,117
Premiums and contract charges earned 812,099
 22,036
 4,640
 794,703
Benefits, claims and settlement expenses 588,621
 10,472
 4,157
 582,306
         
Year Ended December 31, 2016  
  
  
  
Premiums written and contract deposits 1,280,903
 22,728
 4,324
 1,262,499
Premiums and contract charges earned 777,651
 22,826
 4,321
 759,146
Benefits, claims and settlement expenses 562,385
 25,739
 4,358
 541,004
      ��  
Year Ended December 31, 2015  
  
  
  
Premiums written and contract deposits 1,277,066
 24,737
 4,184
 1,256,513
Premiums and contract charges earned 752,798
 25,077
 4,159
 731,880
Benefits, claims and settlement expenses 508,904
 16,221
 3,681
 496,364

____________________
(1)This measure is not based on accounting principles generally accepted in the U.S. (non-GAAP). An explanation of this non-GAAP measure is contained in the Glossary of Selected Terms included as an exhibit in the Company's reports filed with the SEC.

There were no losses from uncollectible reinsurance recoverables in the three years ended December 31, 2017. Past due reinsurance recoverables as of December 31, 2017 were not material.
The Company maintains catastrophe excess of loss reinsurance coverage. For 2017, the Company's catastrophe excess of loss coverage consisted of one contract in addition to a minimal amount of coverage by the Florida Hurricane Catastrophe Fund (FHCF). The catastrophe excess of loss contract provided 95% coverage for catastrophe losses above a retention of $25,000 thousand per occurrence up to $90,000 thousand per occurrence and 100% coverage for losses above $90,000 per occurrence to $175,000 per occurrence. This contract consisted of three layers, each of which provided for one mandatory reinstatement. The layers were $25,000 thousand excess of $25,000 thousand, $40,000 thousand excess of $50,000 thousand and $85,000 thousand excess of $90,000 thousand.

F-81

NOTE 6 - Reinsurance and Catastrophes-(Continued)

For liability coverages, in 2017, the Company reinsured each loss above a retention of $1,000 thousand with coverage up to $5,000 thousand on a per occurrence basis and $20,000 thousand in a clash event. (A clash cover is a reinsurance casualty excess contract requiring two or more casualty coverages or policies issued by the Company to be involved in the same loss occurrence for coverage to apply.) For property coverages, in 2017 the Company reinsured each loss above a retention of $1,000 thousand up to $5,000 thousand on a per risk basis, including catastrophe losses. Also, the Company could submit to the reinsurers two per risk losses from the same occurrence for a total of $8,000 thousand of property recovery in any one event.
The maximum individual life insurance risk retained by the Company is $300 thousand on any individual life, while either $100 thousand or $125 thousand is retained on each group life policy depending on the type of coverage. Excess amounts are reinsured. The Company also maintains a life catastrophe reinsurance program. For 2017, the Company reinsured 100% of the catastrophe risk in excess of $1,000 thousand up to $35,000 thousand per occurrence, with one reinstatement. The Company's life catastrophe risk reinsurance program covers acts of terrorism and includes nuclear, biological and chemical explosions but excludes other acts of war.
NOTE 7 - Debt
Indebtedness and scheduled maturities consisted of the following:
($ in thousands) 
Effective
Interest
Rates
 
Final
Maturity
 December 31,
    2017 2016
Short-term debt      
  
Bank Credit Facility Variable 2019 $
 $
Long-term debt (1)        
4.50% Senior Notes, Aggregate principal amount of
$250,000 less unaccrued discount of $547
and $603 and unamortized debt issuance costs
of $1,984 and $2,188
 4.50% 2025 247,469
 247,209
Federal Home Loan Bank borrowing 1.57% 2022 50,000
 
         
Total     $297,469
 $247,209
____________________
(1)The Company designates debt obligations as "long-term" based on maturity date at issuance.

Credit Agreement with Financial Institutions (Bank Credit Facility)
In 2014, HMEC's Bank Credit Agreement (the Bank Credit Facility) was amended and restated to extend the commitment termination date to July 30, 2019 from the previous termination date of October 6, 2015 and to decrease the interest rate spread relative to Eurodollar base rates. The financial covenants within the agreement were not changed. The Bank Credit Facility is by and between HMEC, certain financial institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent, and provides for unsecured borrowings of up to $150,000 thousand. Interest accrues at varying spreads relative to prime or Eurodollar base rates and is payable monthly or quarterly depending on the applicable base rate (Eurodollar base rate plus 1.15%). The unused portion of the Bank Credit Facility is subject to a variable commitment fee, which was 0.15% on an annual basis at December 31, 2017.

F-82

NOTE 7 - Debt-(Continued)

4.50% Senior Notes due 2025 (Senior Notes due 2025)

On November 23, 2015, the Company issued $250,000 thousand aggregate principal amount of 4.50% senior notes, which will mature on December 1, 2025, issued at a discount of 0.265% resulting in an effective yield of 4.533%. Interest on the Senior Notes due 2025 is payable semi-annually at a rate of 4.50%. The Senior Notes due 2025 are redeemable in whole or in part, at any time, at the Company's option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the Treasury yield (as defined in the indenture) plus 35 basis points, plus, in either of the above cases, accrued interest to the date of grantredemption.

Federal Home Loan Bank Borrowings

In 2017, HMIC became a member of the FHLB, which provides HMIC with access to collateralized borrowings and other FHLB products. As membership requires the ownership of membership stock, in June 2017, HMIC purchased common stock to meet the membership requirement. Any borrowing from the FHLB requires the purchase of FHLB activity-based common stock in an amount equal to 5.0% of the borrowing, or a lower percentage - such as 2.0% based on the Reduced Capitalization Advance Program. In the fourth quarter of 2017, HMIC purchased common stock to meet the activity-based requirement. For FHLB borrowings, the Board has authorized a maximum amount equal to the greater of 10% of admitted assets or 20% of surplus of the consolidated property and casualty companies. During the fourth quarter of 2017, the Company received $50,000 thousand in executed borrowings for HMIC. Of the total $50,000 thousand received, $25,000 thousand matures on October 5, 2022 and $25,000 thousand matures on December 2, 2022. Interest on the borrowings accrues at an annual weighted average rate of 1.57% as of December 31, 2017. HMIC's FHLB borrowings of $50,000 thousand are included in Long-term debt in the Consolidated Balance Sheets.

Covenants

The Company is in compliance with all of the financial covenants contained in the Senior Notes due 2025 indenture and the Bank Credit Facility agreement, consisting primarily of relationships of (1) debt to capital, (2) net worth, as defined in the financial covenants, (3) insurance subsidiaries' risk-based capital and (4) securities subject to funding agreements and repurchase agreements.

NOTE 8 - Income Taxes

On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (Tax Act) was enacted by the U.S. government. The Tax Act is generally become fully vestedeffective January 1, 2018, and among other changes, reduced the federal corporate income tax rate from 35% to 5 years from21%, eliminated the corporate Alternative Minimum Tax, modified numerous insurance-specific provisions, and further limited deductions for executive compensation. The effects of the Tax Act are reflected in the Company's deferred tax calculations as of December 31, 2017.

ASC 740 Income Taxes requires that the impact of the Tax Act be recognized in the period in which the law was enacted. As a result, total income tax expense for 2017 included a benefit of $99.0 million to reflect the change in tax rates included in the Tax Act as of the date of grant. Onenactment, as a result of re-measuring the dateCompany's net deferred tax liability.


F-83

NOTE 8 - Income Taxes-(Continued)

The Company has recorded provisional amounts for the taxes associated with its partnership investments and the changes in discounting unpaid loss reserves based on information available at December 31, 2017. The Company has reasonably estimated the tax impact of grant,its partnership investments; however, accumulated foreign earnings in the fair valueCompany's partnership investments could be impacted by the Tax Act. As part of restricted common stock units is equalits normal U.S. income tax return preparation process, the Company expects taxes to be adjusted as final earnings from partnership investments are received. Provisional tax computations related to the market priceTax Act’s loss reserve discounting changes have also been reasonably estimated, and may be adjusted once the U.S. Treasury issues additional guidance. With respect to loss reserves, the Tax Act changed the prescribed interest rates, extended the time periods for discounting certain long-tail line coverages, and eliminated the Company’s ability to use its own payment patterns. The Tax Act’s changes to computing loss reserves are generally effective January 1, 2018, and any additional income taxes determined to be owed as a result of HMEC’s common stock on that date. The outstanding units accrue dividends atapplying these new provisions versus the same rate as dividends paidpreviously calculated amounts are includible in taxable income pro-rata over the next eight years, beginning in 2018. Any adjustments to HMEC’s shareholders. These dividends are reinvested into additional restricted common stock units.

Changesprovisional amounts will impact the Company's consolidated results of operations and must be reflected no later than in outstanding restricted common stock units were as follows:

   Total Outstanding Units Vested Units
       Weighted Average     Weighted Average
       Grant Date Fair     Grant Date Fair
   Units         Value per Unit       Units        Value per Unit
              
December 31, 2013   1,663,190   $19.41  675,159   $12.56
                
Granted (1)   264,064   $28.19  -   -
Vested   -   -  448,451   $18.60
Forfeited   (66,560)  $18.36  -   -
Distributed (2)   (270,556)  $16.91  (270,556)  $16.91
                
December 31, 2014   1,590,138   $21.34  853,054   $14.36

the Company's December 31, 2018 Consolidated Financial Statements.

(1)Includes dividends reinvested into additional restricted common stock units.
(2)Includes distributed units which were utilized to satisfy withholding taxes due on the distribution.

NOTE 7 - Income Taxes

The income tax assets and liabilities included in Other Assetsassets and Other Liabilities,liabilities, respectively, in the Consolidated Balance Sheets were as follows:

  December 31,
   2014   2013 
Income tax (asset) liability        
Current $(1,195) $(1,998)
Deferred  261,784   163,213 

($ in thousands) December 31,
  2017 2016
Income tax (asset) liability  
  
Current $(16,266) $(3,832)
Deferred 157,775
 205,699

Deferred tax assets and liabilities are recognized for all future tax consequences attributable to “temporary differences”"temporary differences" between the financial statement carrying value of existing assets and liabilities and their respective tax bases. There are no deferred tax liabilities that have not been recognized. The “temporary differences”"temporary differences" that gave rise to the deferred tax balances were as follows:

  December 31,
   2014   2013 
Deferred tax assets        
Unearned premium reserve reduction $15,721  $15,555 
Compensation accruals  14,765   13,188 
Other comprehensive income – net funded status of pension and other postretirement benefit obligations  7,009   6,376 
Discounting of unpaid claims and claim expense tax reserves  4,090   4,747 
Impaired securities  3,327   1,800 
Postretirement benefits other than pensions  870   2,048 
Total gross deferred tax assets  45,782   43,714 
Deferred tax liabilities        
Other comprehensive income – net unrealized gains on fixed maturities and equity securities  185,011   81,497 
Deferred policy acquisition costs  70,796   80,159 
Life insurance future policy benefit reserve  25,914   21,792 
Investment related adjustments  20,064   18,317 
Intangible assets  4,262   4,262 
Other, net  1,519   900 
Total gross deferred tax liabilities  307,566   206,927 
Net deferred tax liability $261,784  $163,213 

($ in thousands) December 31,
  2017 2016
Deferred tax assets  
  
Unearned premium reserve reduction $11,472
 $18,253
Compensation accruals 8,359
 15,893
Impaired securities 2,240
 8,214
Other comprehensive income - net funded status of pension
and other postretirement benefit obligations
 3,526
 6,387
Discounting of unpaid claims and claim expense tax reserves 3,889
 2,463
Postretirement benefits other than pensions 321
 578
Total gross deferred tax assets 29,807
 51,788
Deferred tax liabilities  
  
Other comprehensive income - net unrealized gains
on fixed maturity and equity securities
 95,583
 112,311
Deferred policy acquisition costs 52,438
 91,028
Life insurance future policy benefit reserve 102
 33,145
Life insurance future policy benefit reserve (transitional rule) 23,869
 
Discounting of unpaid claims and claim expense tax reserves
(transitional rule)
 2,513
 
Investment related adjustments 8,127
 15,762
Intangible assets 2,557
 4,262
Other, net 2,393
 979
Total gross deferred tax liabilities 187,582
 257,487
Net deferred tax liability $157,775
 $205,699


F-84

NOTE 8 - Income Taxes-(Continued)

The Company evaluated sources and character of income, including historical earnings, loss carryback potential, taxable income from future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences, and taxable income from prudent and feasible tax-planningtax planning strategies. Although realization of deferred tax assets is not assured, the Company believes it is more likely than not that gross deferred tax assets will be fully realized and that a valuation allowance with respect to the realization of the total gross deferred tax assets was not necessary as of December 31, 20142017 and 2013.

2016.


At December 31, 2014,2017, the Company did not have any losshad available the following carryforwards or credits.

($ in thousands) Pretax  
  Amount Expiration Years
     
Operating loss carryforwards $705
 2037
Charitable contributions carryforwards 296
 2021-2022


The components of the provision for income tax expense were as follows:

  Year Ended December 31, 
   2014   2013   2012 
Current $32,295  $31,610  $26,331 
Deferred  9,575   11,563   18,976 
Total income tax expense $41,870  $43,173  $45,307 

F-82
($ in thousands) Years Ended December 31,
  2017 2016 2015
       
Current $3,813
 $26,359
 $29,885
Deferred (84,585) 4,108
 6,085
Total income tax expense $(80,772) $30,467
 $35,970

NOTE 7 - Income Taxes-(Continued)


Income tax expense for the following periods differed from the expected tax computed by applying the federal corporate tax rate of 35% to income before income taxes as follows:

  Year Ended December 31, 
   2014   2013   2012 
Expected federal tax on income $51,140  $53,923  $52,210 
Add (deduct) tax effects of:            
Tax-exempt interest  (6,849)  (6,829)  (6,836)
Dividend received deduction  (3,566)  (3,382)  (2,132)
Other, net  1,145   (539)  2,065 
Income tax expense provided on income $41,870  $43,173  $45,307 

($ in thousands) Years Ended December 31,
  2017 2016 2015
       
Expected federal tax on income $31,041
 $39,981
 $45,308
Add (deduct) tax effects of:      
Tax-exempt interest (5,335) (5,789) (6,678)
Dividend received deduction (4,448) (3,985) (3,564)
Tax Act DTL re-measurement (98,988) 
 
Employee share-based compensation (3,258) 127
 265
Other, net 216
 133
 639
Income tax expense (benefit) provided on income $(80,772) $30,467
 $35,970

The Company’sCompany's federal income tax returns for years prior to 20112014 are no longer subject to examination by the Internal Revenue Service (“IRS”)(IRS).

The Company recognizes tax benefits from tax return positions only if it is more likely than not the position will be sustainable, upon examination, on its technical merits and any relevant administrative practices or precedents. As a result, the Company applies a more likely than not recognition threshold for all tax uncertainties.

The Company records liabilities for uncertain tax filing positions where it is more likely than not that the position will not be sustainable upon audit by taxing authorities. These liabilities are reevaluated routinely and are adjusted appropriately based upon changes in facts or law. The Company has no unrecorded liabilities from uncertain tax filing positions.


F-85

NOTE 8 - Income Taxes-(Continued)

HMEC and its subsidiaries file a consolidated federal income tax return. The federal income tax sharing agreements between HMEC and its subsidiaries, as approved by the Board, of Directors, provide that tax on income is charged to each subsidiary as if it were filing a separate tax return with the limitation that each subsidiary will receive the benefit of any losses or tax credits to the extent utilized in the consolidated tax return. Intercompany balances are settled quarterly with a final settlement after filing the consolidated federal income tax return with the IRS.


A reconciliation of the beginning and ending amountamounts of unrecognized tax benefits, excluding interest and penalties, is as follows:

  Year Ended December 31, 
   2014   2013   2012 
Balance as of the beginning of the year $641  $-  $- 
Additions based on tax positions related to the current year  259   641   - 
Settlements in tax positions for prior years  (244)  -   - 
Balance as of the end of the year $656  $641  $- 

($ in thousands) Years Ended December 31,
  2017 2016 2015
       
Balance as of the beginning of the year $1,594
 $1,039
 $656
Increases related to prior year tax positions 101
 348
 
Decreases related to prior year tax positions 
 
 (15)
Increases related to current year tax positions 422
 283
 398
Settlements 
 
 
Lapse of statute (327) (76) 
Balance as of the end of the year $1,790
 $1,594
 $1,039

The Company’sCompany's effective tax rate would be affected to the extent there were unrecognized tax benefits that could be recognized. There are no positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increasechange within the next 12 months.


The Company classifies all tax related interest and penalties as income tax expense.

Interest and penalties were both immaterial in each of the years ended December 31, 2014, 20132017, 2016 and 2012.

F-83
2015.

NOTE 8 - Statutory Information and Restrictions

The insurance departments of various states in which the insurance subsidiaries of HMEC are domiciled recognize as net income and surplus those amounts determined in conformity with statutory accounting principles prescribed or permitted by the insurance departments, which differ in certain respects from GAAP.

Reconciliations of statutory capital and surplus and net income, as determined using statutory accounting principles, to the amounts included in the accompanying consolidated financial statements are as follows:

   December 31, 
   2014   2013 
     
Statutory capital and surplus of insurance subsidiaries $861,421  $809,241 
Increase (decrease) due to:        
Deferred policy acquisition costs  215,082   245,355 
Difference in policyholder reserves  87,345   80,459 
Goodwill  47,396   47,396 
Liability for postretirement benefits other than pensions  -   (1,130)
Investment fair value adjustments on fixed maturities  519,593   227,060 
Difference in investment reserves  118,633   111,983 
Federal income tax liability  (290,034)  (188,426)
Net funded status of pension and other postretirement benefit obligations  (20,027)  (18,217)
Non-admitted assets and other, net  18,528   11,349 
Shareholders' equity of parent company and non-insurance subsidiaries  16,465   12,109 
Parent company short-term and long-term debt  (237,939)  (237,874)
Shareholders' equity as reported herein $1,336,463  $1,099,305 

   Year Ended December 31, 
   2014   2013   2012 
       
Statutory net income of insurance subsidiaries $97,875  $98,905  $93,299 
Net loss of non-insurance companies  (3,906)  (4,583)  (4,726)
Interest expense  (14,198)  (14,236)  (14,249)
Tax benefit of interest expense and other parent company current tax adjustments  6,371   6,030   9,308 
Combined net income  86,142   86,116   83,632 
Increase (decrease) due to:            
Deferred policy acquisition costs  16,828   17,177   16,595 
Policyholder benefits  15,284   19,038   15,574 
Federal income tax expense  (10,548)  (12,735)  (19,843)
Investment reserves  3,574   6,818   14,021 
Other adjustments, net  (7,037)  (5,521)  (6,113)
Net income as reported herein $104,243  $110,893  $103,866 

HMEC has principal insurance subsidiaries domiciled in Illinois and Texas. The statutory financial statements of these subsidiaries are prepared in accordance with accounting principles prescribed or permitted by the Illinois Department of Insurance and the Texas Department of Insurance, as applicable. Prescribed statutory accounting principles include a variety of publications of the National Association of Insurance Commissioners (the “NAIC”), as well as state laws, regulations and general administrative rules.

F-84

NOTE 8 - Statutory Information and Restrictions-(Continued)

The NAIC has risk-based capital guidelines to evaluate the adequacy of statutory capital and surplus in relation to risks assumed in investments, reserving policies, and volume and types of insurance business written. At December 31, 2014 and 2013, the minimum statutory-basis capital and surplus required to be maintained by HMEC’s insurance subsidiaries was $135,797 and $124,444, respectively. At December 31, 2014 and 2013, statutory capital and surplus of each of the Company’s insurance subsidiaries was above required levels. The restricted net assets of HMEC’s insurance subsidiaries were $18,361 and $17,967 as of December 31, 2014 and 2013, respectively. The minimum statutory-basis capital and surplus amount at each date is the total estimated authorized control level risk-based capital for all of HMEC’s insurance subsidiaries combined. Authorized control level risk-based capital represents the minimum level of statutory-basis capital and surplus necessary before the insurance commissioner in the respective state of domicile is authorized to take whatever regulatory actions considered necessary to protect the best interests of the policyholders and creditors of the insurer. The amount of restricted net assets represents the combined fair value of securities on deposit with governmental agencies for the insurance subsidiaries as required by law in various states in which the insurance subsidiaries of HMEC conduct business.

HMEC relies largely on dividends from its insurance subsidiaries to meet its obligations for payment of principal and interest on debt, dividends to shareholders and parent company operating expenses, including tax payments pursuant to tax sharing agreements. Payments for share repurchase programs also have this dependency. HMEC’s insurance subsidiaries are subject to various regulatory restrictions which limit the amount of annual dividends or other distributions, including loans or cash advances, available to HMEC without prior approval of the insurance regulatory authorities. As a result, HMEC may not be able to receive dividends from such subsidiaries at times and in amounts necessary to pay desired dividends to shareholders. The aggregate amount of dividends that may be paid in 2015 from all of HMEC’s insurance subsidiaries without prior regulatory approval is approximately $90,000.

As disclosed in the reconciliation of the statutory capital and surplus of insurance subsidiaries to the consolidated GAAP shareholders’ equity, the insurance subsidiaries have statutory capital and surplus of $861,421 as of December 31, 2014, which is subject to regulatory restrictions. The parent company equity is not restricted. At December 31, 2014, HMEC had $28,640 of liquid assets, comprised of investments and cash, which could be used to fund debt interest, general corporate obligations, as well as dividend payments to shareholders. If necessary, HMEC also has other potential sources of liquidity that could provide for additional funding to meet corporate obligations or pay shareholder dividends, which include a revolving line of credit, as well as issuances of various securities.

At the time of this Annual Report on Form 10-K and during each of the years in the three year period ended December 31, 2014, the Company had no financial reinsurance agreements in effect.

NOTE 9 - Pension PlansShareholders' Equity and Other Postretirement Benefits

Common Stock Equivalents

Share Repurchase Programs and Treasury Shares Held (Common Stock)

In December 2011, the Board authorized a share repurchase program allowing repurchases of up to $50,000 thousand (the 2011 Plan). In September 2015, the Board authorized an additional share repurchase program allowing repurchases of up to $50,000 thousand (the 2015 Plan) to begin following the completion of the 2011 Plan. Both share repurchase programs authorize the repurchase of HMEC's common shares in open market or privately negotiated transactions, from time to time, depending on market conditions. The share repurchase programs do not have expiration dates and may be limited or terminated at any time without notice.

During 2015, the Company sponsors three qualifiedrepurchased 663,092 shares of its common stock, or 1.6% of the outstanding shares on December 31, 2014, at an aggregate cost of $21,950 thousand, or an average price of $33.08 per share, under the 2011 Plan. During 2016, the Company repurchased 701,410 shares of its common stock, or 1.7% of the outstanding shares on December 31, 2015, at an aggregate cost of $21,513 thousand, or an average price of $30.65 per share, under the 2011 and two non-qualified retirement plans. Substantially all employees participatethe 2015 Plans. Utilization of the remaining authorization under the 2011 program was completed in January 2016. During 2017, the 401(k) planCompany repurchased 48,440 shares of its common stock, or 0.1% of the outstanding shares on December 31, 2016, at an aggregate cost of $1,660 thousand, or an average price of $34.26 per share, under the 2015 Plan. In

F-86

NOTE 9 - Shareholders' Equity and Common Stock Equivalents-(Continued)

total and through December 31, 2014 participated2017, 2,848,050 shares were repurchased under the 2011 and 2015 Plans at an average price of $25.33 per share. The repurchase of shares was financed through use of cash. As of December 31, 2017, $27,852 thousand remained authorized for future share repurchases under the 2015 Plan authorization.

At December 31, 2017, the Company held 24,721 thousand shares in treasury.
Authorization of Preferred Stock
In 1996, the shareholders of HMEC approved authorization of 1,000,000 shares of $0.001 par value preferred stock. The Board is authorized to (1) direct the issuance of the preferred stock in one or more series, (2) fix the dividend rate, conversion or exchange rights, redemption price and liquidation preference, of any series of the preferred stock, (3) fix the number of shares for any series and (4) increase or decrease the number of shares of any series. No shares of preferred stock were outstanding at December 31, 2017 and 2016.
2010 Comprehensive Executive Compensation Plan
In 2010, the shareholders of HMEC approved the 2010 Comprehensive Executive Compensation Plan (the Comprehensive Plan). The purpose of the Comprehensive Plan is to aid the Company in attracting, retaining, motivating and rewarding employees and non-employee Directors; to provide for equitable and competitive compensation opportunities, including deferral opportunities; to encourage long-term service; to recognize individual contributions and reward achievement of Company goals; and to promote the creation of long-term value for the Company's shareholders by closely aligning the interests of plan participants with those of shareholders. The Comprehensive Plan authorizes share-based and cash-based incentives for plan participants. In 2012, the shareholders of HMEC approved the implementation of a fungible share pool under which grants of full value shares will count against the share limit as two and one half shares for every share subject to a full value award. In 2015, the shareholders of HMEC approved an amendment and restatement of the Comprehensive Plan which included an increase of 3.25 million in the non-contributory defined contribution plan. Employees who were hired prior to 1998 have a vested accrued benefit in a frozen defined benefit plan. Certain employees participate in a non-qualified defined contribution plan while certain retirees are receiving benefitsnumber of shares of common stock reserved for issuance under the frozen non-qualified defined benefit plan.

Qualified Plans

Employees became eligible to participateComprehensive Plan. As of December 31, 2017, approximately 2,391 thousand shares were available for grant under the Comprehensive Plan. Shares of common stock issued under the Comprehensive Plan may be either authorized and unissued shares of HMEC or shares that have been reacquired by HMEC; however, new shares have been issued historically.

As further described in the defined contribution plan after one year of service; contributionsparagraphs below, outstanding stock units and stock options under the Comprehensive Plan were made based on eligible earnings and years of service and were credited to each employee’s individual plan account. The majority of employees received a 5% contribution. Accounts vested after 3 years of service. In November 2014, the Company announced that this fully funded defined contribution plan would be terminated on December 31, 2014 and all participant accounts would become 100% vested and be distributed to all current and former employee participants in 2015.

All employees participate in the 401(k) plan and receive a 100% vested 3% “safe harbor” company contribution based on employees’ eligible earnings. In November 2014, the Company communicated that effective January 1, 2015 it would begin matching each dollar of employee contributions up to a 5% maximum — in addition to maintaining the automatic 3% “safe harbor” contribution. The new matching company contribution vests after 5 years of service. The 401(k) plan is fully funded.

In 2002, participants’ ceased accruing benefits for earnings and years of service in the frozen defined benefit plan. A substantial number of those participants are former employees of the Company who are not eligible to receive an immediate annuity benefit until age 65 and/or are not eligible for a lump sum distribution. In November 2014, the Company announced a cash-out election period or “window” ending in December 2014, for terminated vested participants with accrued lump sum values under $100. During the window, 385 former employees elected to receive a total of approximately $4,200 in lump sum distributions, resulting in approximately $1,600 of additional settlement expense in 2014.

The Company’s policy for the frozen defined benefit plan is to contribute to the plan amounts which are actuarially determined to provide sufficient funding to meet future benefit payments as defined by federal laws and regulations.

For all three qualified plans, all assets are held in their respective plan trusts.

F-86
follows:
  December 31,
  2017 2016 2015
       
CSUs related to deferred compensation for Directors 61,677
 74,058
 85,200
CSUs related to deferred compensation for employees 24,903
 51,502
 55,443
Stock options 719,015
 747,032
 669,693
RSUs related to incentive compensation 1,149,679
 1,419,268
 1,442,325
Total 1,955,274
 2,291,860
 2,252,661



F-87

NOTE 9 - Pension PlansShareholders' Equity and Other Postretirement Benefits-Common Stock Equivalents-(Continued)

Non-qualified Plans


Director Common Stock Units
Deferred compensation of Directors is in the form of CSUs, which represent an equal number of common shares to be issued in the future. The non-qualified plans were established for specific employees whose otherwise eligible earnings exceededoutstanding units of Directors serving on the statutory limits under the qualified plans. Benefit accruals under the non-qualified defined benefit plan were frozen in 2002 and all participants are currently in payment status. Both the non-qualified frozen defined benefit plan and the non-qualified contribution plan are unfunded plans with the Company’s contributions madeBoard accrue dividends at the time paymentssame rate as dividends paid to HMEC's shareholders; outstanding units of retired Directors do not accrue dividends. These dividends are madereinvested into additional CSUs.

Employee Common Stock Units
Deferred compensation of employees is in the form of CSUs, which represent an equal number of common shares to participants.

Total expense recorded forbe issued in the qualified and non-qualified defined contribution, 401(k), defined benefit and supplemental retirement plans was $11,850, $10,295 and $10,415 for the years endedfuture. Distributions of employee deferred compensation are allowed to be either in common shares or cash. Through December 31, 2014, 20132017, all distributions have been in cash. The outstanding units accrue dividends at the same rate as dividends paid to HMEC's shareholders. These dividends are reinvested into additional CSUs.

Stock Options
Options to purchase shares of HMEC common stock may be granted to executive officers, other employees and 2012, respectively.

ContributionsDirectors. The options become exercisable in installments based on service generally beginning in the first year from the date of grant and generally become fully vested 4 years from the date of grant. The options generally expire 7 to employees' accounts under10 years from the qualified defined contribution plan, the 401(k) plan and the non-qualified defined contribution plan, as well as total assetsdate of grant. The exercise price of the plans,option is equal to the market price of HMEC's common stock on the date of grant resulting in a grant date intrinsic value of $0.

Changes in outstanding options were as follows:

   Year Ended December 31,  
   2014    2013    2012  
Qualified defined contribution plan:            
Contributions to employees’ accounts $4,580  $4,616  $4,148 
Total assets at the end of the year  117,720   135,097   141,286 
401(k) plan:            
Contributions to employees’ accounts  2,753   2,781   2,753 
Total assets at the end of the year  132,053   134,897   118,073 
Non-qualified defined contribution plan:            
Contributions to employees’ accounts  74   110   - 
Total assets at the end of the year  -   -   - 

  
Weighted Average
Option Price
per Share
 
Range of
Option Prices
per Share
 Options
    Outstanding 
Vested and
Exercisable
         
December 31, 2016 $27.67 $13.83-$36.04 747,032
 273,117
         
Granted $41.83 $38.05-$41.95 222,828
 
Vested $27.12 $17.01-$36.04 
 193,510
Exercised $23.63 $13.83-$32.35 (208,306) (208,306)
Forfeited $34.97 $28.88-$41.95 (42,539) 
Expired   
 
         
December 31, 2017 $32.80 $17.01-$41.95 719,015
 258,321



F-88

NOTE 9 - Pension PlansShareholders' Equity and Other Postretirement Benefits-Common Stock Equivalents-(Continued)

Defined Benefit Plan


Option information segregated by ranges of exercise prices was as follows:
 
  December 31, 2017
    Total Outstanding Options Vested and Exercisable Options
  
Range of
Option Prices
per Share
 Options 
Weighted
Average
Option Price
per Share
 
Weighted
Average
Remaining
Term
 Options 
Weighted
Average
Option Price
per Share
 
Weighted
Average
Remaining
Term
               
  $17.01-$22.69 78,774
 $19.30 1.55 years 78,774
 $19.30 1.55 years
  $22.88-$33.41 424,057
 $30.81 7.53 years 177,686
 $30.49 7.12 years
  $36.04-$41.95 216,184
 $41.62 9.17 years 1,861
 $36.04 8.73 years
Total $17.01-$41.95 719,015
 $32.80 7.37 years 258,321
 $27.12 5.43 years


The weighted average exercise prices of vested and Supplemental Retirement Plans

The following tables summarize the funded status of the defined benefit and supplemental retirement pension plansexercisable options as of December 31, 2014, 20132016 and 2012 (the measurement dates)2015 were $22.73 and identify (1) the assumptions used to determine the projected benefit obligation and (2) the components of net pension cost for the defined benefit plan and supplemental retirement plans for the following periods:

        Supplemental  
   Defined Benefit Plan    Defined Benefit Plans  
   December 31,    December 31,  
   2014    2013    2012    2014    2013    2012  
Change in benefit obligation:                        
Projected benefit obligation at beginning of year $39,483  $40,994  $41,736  $16,706  $18,192  $18,012 
Service cost  360   360   360   -   -   - 
Interest cost  1,679   1,369   1,427   716   616   676 
Plan amendments  -   -   -   -  ��-   - 
Actuarial loss (gain)  1,254   624   1,686   2,431   (783)  817 
Benefits paid  (1,737)  (1,715)  (1,664)  (1,329)  (1,319)  (1,313)
Settlements  (6,760)  (2,149)  (2,551)  -   -   - 
Projected benefit obligation at end of year $34,279  $39,483  $40,994  $18,524  $16,706  $18,192 
Change in plan assets:                        
Fair value of plan assets at beginning of year $35,879  $32,757  $31,653  $-  $-  $- 
Actual return on plan assets  2,535   4,396   3,168   -   -   - 
Employer contributions  2,000   3,103   2,534   1,329   1,319   1,313 
Benefits paid  (1,737)  (1,715)  (1,664)  (1,329)  (1,319)  (1,313)
Expenses paid  (509)  (513)  (383)  -   -   - 
Settlements  (6,760)  (2,149)  (2,551)  -   -   - 
Fair value of plan assets at end of year $31,408  $35,879  $32,757  $-  $-  $- 
Funded status $(2,871) $(3,604) $(8,237) $(18,524) $(16,706) $(18,192)
                         
Prepaid (accrued) benefit expense $10,656  $12,331  $11,188  $(12,024) $(12,479) $(12,855)
                         
Total amount recognized in Consolidated Balance Sheets, all in Other Liabilities $(2,871) $(3,604) $(8,237) $(18,524) $(16,706) $(18,192)
                         
Amounts recognized in accumulated other comprehensive income (loss) (“AOCI”):                        
Prior service cost $-  $-  $-  $-  $-  $124 
Net actuarial loss  13,527   15,935   19,425   6,500   4,227   5,213 
Total amount recognized in AOCI $13,527  $15,935  $19,425  $6,500  $4,227  $5,337 
                         
Information for pension plans with an accumulated benefit obligation greater than plan assets:                        
Projected benefit obligation $34,729  $39,483  $40,994  $18,524  $16,706  $18,192 
Accumulated benefit obligation  34,729   39,483   40,994   18,524   16,706   18,192 
Fair value of plan assets  31,408   35,879   32,757   -   -   - 

F-88
$19.32, respectively.

NOTE 9 - Pension Plans and Other Postretirement Benefits-(Continued)

The change in the Company’s AOCI for the defined benefit plan for the year ended December 31, 2014 was primarily attributable to loss recognition in 2014, due to settlement accounting as well as loss amortization included in net periodic benefit cost for 2014. This loss recognition was partially offset by liability losses in 2014 due to a decrease in the discount rate as well as a change in the mortality assumption. The change in the Company’s AOCI for the defined benefit plan for the year ended December 31, 2013 was primarily attributable to the performance of the plan assets and an increase in the discount rate, which was partially offset by a change in the mortality assumption. The change in the Company’s AOCI for the defined benefit plan for the year ended December 31, 2012 was primarily attributable to revisions of the discount rate assumption, partially offset by the performance of the plan assets.

     Supplemental 
  Defined Benefit Plan  Defined Benefit Plans 
  Year Ended December 31,  Year Ended December 31, 
   2014   2013   2012   2014   2013   2012 
Components of net periodic pension (income) expense:                  
Service cost:                        
Benefit accrual $-  $-  $-  $-  $-  $- 
Other expenses  360   360   360   -   -   - 
Interest cost  1,679   1,369   1,427   716   616   676 
Expected return on plan assets  (2,402)  (2,238)  (2,423)  -   -   - 
Settlement loss  2,668   867   1,209   -   -   - 
Amortization of:                        
Prior service cost  -   -   -   -   124   124 
Actuarial loss  1,371   1,602   2,367   157   203   171 
Net periodic pension expense $3,676  $1,960  $2,940  $873  $943  $971 
                         
Changes in plan assets and benefit obligations included in other comprehensive income (loss):                        
Prior service cost $-  $-  $-  $-  $-  $- 
Net actuarial loss  (1,037)  (1,888)  115   2,431   (783)  817 
Amortization of:                        
Prior service cost  -   -   -   (2)  (124)  (124)
Actuarial loss  (1,371)  (1,602)  (2,367)  (157)  (203)  (171)
Total recognized in other comprehensive income (loss) $(2,408) $(3,490) $(2,252) $2,272  $(1,110) $522 
                         
Weighted-average assumptions used to determine expense:                        
Discount rate  4.46%  3.51%  3.66%  4.46%  3.51%  3.86%
Expected return on plan assets  7.50%  7.50%  7.50%  *   *   * 
Annual rate of salary increase  *   *   *   *   *   * 
                         
Weighted-average assumptions used to determine benefit obligations as of December 31:                        
Discount rate  3.66%  4.46%  3.51%  3.66%  4.46%  3.51%
Expected return on plan assets  7.50%  7.50%  7.50%  *   *   * 
Annual rate of salary increase  *   *   *   *   *   * 

 

*Not applicable.

NOTE 9 - Pension Plans and Other Postretirement Benefits-(Continued)

The discount rates at December 31, 2014 were based on the average yield for long-term, high-grade securities available during the benefit payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve.

The assumption for the long-term rate of return on plan assets was determined by considering actual investment experience during the lifetime of the plan, balanced with reasonable expectations of future growth considering the various classes of assets and percentage allocation for each asset class.

The Company has an investment policy for the defined benefit pension plan that aligns the assets within the plan’s trust to an approximate allocation of 50% equity and 50% fixed income funds. Management believes this allocation will produce the targeted long-term rate of return on assets necessary for payment of future benefit obligations, while providing adequate liquidity for payments to current beneficiaries. Assets are reviewed against the defined benefit pension plan’s investment policy and the trustee has been directed to adjust invested assets at least quarterly to maintain the target allocation percentages.

Fair values of the equity security funds and fixed income funds have been determined from public quotations. The following table presents the fair value hierarchy for the Company’s defined benefit pension plan assets, excluding cash held.

     Fair Value Measurements at 
     Reporting Date Using 
 Total Level 1 Level 2 Level 3 
December 31, 2014                    
Asset category                    
Equity security funds (1)                    
United States $12,718   $-   $12,718   $-  
International  2,790    -    2,790    -  
Fixed income funds  15,591    -    15,591    -  
Total $31,099   $-   $31,099   $-  
                     
December 31, 2013                    
Asset category                    
Equity security funds (1)                    
United States $14,730   $-   $14,730   $-  
International  3,579    -    3,579    -  
Fixed income funds  17,413    -    17,413    -  
Total $35,722   $-   $35,722   $-  

(1)None of the trust fund assets for the defined benefit pension plan have been invested in shares of HMEC’s common stock.

There were no Level 3 assets held during the years ended December 31, 2014 and 2013.

In 2015, the Company expects amortization of net losses of $1,626 and $273 for the defined benefit plan and the supplemental retirement plans, respectively, and expects no amortization of prior service cost for the supplemental retirement plans to be included in net periodic pension expense.

F-90

NOTE 9 - Pension Plans and Other Postretirement Benefits-(Continued)

Postretirement Benefits Other than Pensions

In addition to providing pension benefits, the Company also provides certain health care and life insurance benefits to a closed group of eligible employees (pre-age 65 and former employees). Postretirement benefits other than pensions of active and retired employees are accrued as expense over the employees' service years. As of December 31, 2006, upon discontinuation2017, based on a closing stock price of retiree medical benefits Health Reimbursement Accounts (“HRAs”)$44.10 per share, the aggregate intrinsic (in-the-money) values of vested options and all options outstanding were established for eligible participants$4,387 thousand and totaled $7,310.

In December 2013,$8,126 thousand, respectively.


Restricted Common Stock Units
RSUs may be granted to executive officers, other employees and Directors and represent an equal number of common shares to be issued in the Company announcedfuture. The RSUs vest in installments based on service or attainment of performance criteria generally beginning in the eliminationfirst year from the date of postretirement medical coverage for all remaining eligible participants effective March 31, 2014. Asgrant and generally become fully vested 1 to 5 years from the date of grant. The outstanding units accrue dividends at the same rate as dividends paid to HMEC's shareholders. These dividends are reinvested into additional RSUs.
Changes in outstanding RSUs were as follows:
  Total Outstanding Units Vested Units
  Units 
Weighted Average
Grant Date Fair
Value per Unit
 Units 
Weighted Average
Grant Date Fair
Value per Unit
         
December 31, 2016 1,419,268
 $27.63 768,064
 $16.80
         
Granted (1) 193,044
 $40.77 
 
Vested 
  179,755
 $29.15
Forfeited (72,953) $32.58 
 
Distributed (2) (389,680) $20.16 (389,680) $20.16
         
December 31, 2017 1,149,679
 $32.05 558,139
 $19.80
____________________
(1)Includes dividends reinvested into additional RSUs.
(2)Includes distributed units which were utilized to satisfy withholding taxes due on the distribution.

F-89


NOTE 10 - Statutory Information and Restrictions
The insurance departments of various states in which the insurance subsidiaries of HMEC are domiciled recognize as net income and surplus those amounts determined in conformity with statutory accounting principles prescribed or permitted by the insurance departments, which differ in certain respects from GAAP.
Reconciliations of statutory capital and surplus and net income, as determined using statutory accounting principles, to the amounts included in the accompanying consolidated financial statements are as follows:
($ in thousands) December 31,
  2017 2016
     
Statutory capital and surplus of insurance subsidiaries $944,139
 $912,336
Increase (decrease) due to:    
Deferred policy acquisition costs 257,826
 267,580
Difference in policyholder reserves 111,188
 98,360
Goodwill 47,396
 47,396
Investment fair value adjustments on fixed maturity securities 415,775
 301,518
Difference in investment reserves 111,225
 125,805
Federal income tax liability (162,634) (228,090)
Net funded status of pension and other
postretirement benefit obligations
 (16,789) (18,250)
Non-admitted assets and other, net 28,870
 22,888
Shareholders' equity of parent company and
non-insurance subsidiaries
 12,046
 11,648
Parent company short-term and long-term debt (247,469) (247,209)
Shareholders' equity as reported herein $1,501,573
 $1,293,982
($ in thousands) Years Ended December 31,
  2017 2016 2015
       
Statutory net income of insurance subsidiaries $82,587
 $74,574
 $87,619
Net loss of non-insurance companies (4,496) (5,135) (4,474)
Interest expense (11,836) (11,808) (13,122)
Debt retirement costs 
 
 (2,338)
Tax benefit of interest expense and other
parent company current tax adjustments
 5,654
 5,637
 6,829
Combined net income 71,909
 63,268
 74,514
Increase (decrease) due to:  
  
  
Deferred policy acquisition costs 9,385
 19,442
 13,249
Policyholder benefits 30,609
 14,919
 14,065
Federal income tax (expense) benefit 84,198
 (5,312) (6,678)
Investment reserves (20,966) (1,320) 7,339
Other adjustments, net (5,676) (7,232) (9,007)
Net income as reported herein $169,459
 $83,765
 $93,482

HMEC has principal insurance subsidiaries domiciled in Illinois and Texas. The statutory financial statements of these subsidiaries are prepared in accordance with accounting principles prescribed or permitted by the Illinois Department of Insurance and the Texas Department of Insurance, as applicable. Prescribed statutory accounting principles include a resultvariety of this plan change, prior service cost will be amortized over the average working lifetime of active eligible participants.

In November 2014, the Company announced it would no longer sponsor the retiree group life benefit as of December 2014 and offered a conversion option to individual policies. This was the last remaining postretirement benefit other than pensions.

As a resultpublications of the changesNational Association of Insurance Commissioners (the NAIC), as well as state laws, regulations and general administrative rules.


F-90

NOTE 10 - Statutory Information and Restrictions-(Continued)

The NAIC has risk-based capital guidelines to evaluate the adequacy of statutory capital and surplus in the plan for other postretirement benefits, the Company recorded a reductionrelation to risks assumed in its expensesinvestments, reserving policies, and volume and types of $2,980, $196 and $431 for the years endedinsurance business written. At December 31, 2014, 20132017 and 2012,2016, the minimum statutory-basis capital and surplus required to be maintained by HMEC's insurance subsidiaries was $101,463 thousand and $95,095 thousand, respectively.

As of At December 31, 2014, the balance2017 and 2016, statutory capital and surplus of each of the previously established HRAsCompany's insurance subsidiaries was $2,485. Fundingabove required levels. The restricted net assets of HRAs was $252, $181HMEC's insurance subsidiaries were $17,985 thousand and $168 for the years ended December 31, 2014, 2013 and 2012, respectively.

NOTE 9 - Pension Plans and Other Postretirement Benefits-(Continued)

The following table presents the funded status of postretirement benefits other than pensions of active and retired employees (including employees on disability more than 2 years)$18,119 thousand as of December 31, 2014, 20132017 and 2012 (the measurement dates) reconciled with amounts recognized2016, respectively. The minimum statutory basis capital and surplus amount at each date is the total estimated authorized control level risk-based capital for all of HMEC's insurance subsidiaries combined. Authorized control level risk-based capital represents the minimum level of statutory basis capital and surplus necessary before the insurance commissioner in the Company's Consolidated Balance Sheets:

  December 31, 
   2014   2013   2012 
Change in accumulated postretirement benefit obligations:            
Accumulated postretirement benefit obligations at beginning of year $1,130  $2,862  $3,326 
Changes during fiscal year            
Service cost  -   -   - 
Interest cost  46   92   91 
Plan amendment  -   (1,393)  - 
Settlements  (965)  -   - 
Employer payments net of participant contributions  (95)  (491)  (488)
Actuarial (gain) loss  (116)  60   (67)
Accumulated postretirement benefit obligations at end of year $-  $1,130  $2,862 
Unfunded status $-  $(1,130) $(2,862)
             
Total amount recognized in Consolidated Balance Sheets, all in Other Liabilities $-  $(1,130) $(2,862)
             
Amounts recognized in accumulated other comprehensive income (loss) (“AOCI”):            
Prior service cost (credit) $-  $(1,341) $- 
Net actuarial loss (gain)  -   (604)  (900)
Total amount recognized in AOCI $-  $(1,945) $(900)

  Year Ended December 31, 
   2014   2013   2012 
Components of net periodic benefit:         
Service cost $-  $-  $- 
Interest cost  46   92   91 
Curtailment gain  (713)  -   - 
Settlement gain  (1,439)  -   - 
Amortization of prior service cost  (628)  (52)  - 
Amortization of prior gain  (246)  (236)  (522)
Net periodic income $(2,980) $(196) $(431)

NOTE 9 - Pension Plansrespective state of domicile is authorized to take whatever regulatory actions considered necessary to protect the best interests of the policyholders and Other Postretirement Benefits-(Continued)

Sensitivity Analysiscreditors of the insurer. The amount of restricted net assets represents the combined fair value of securities on deposit with governmental agencies for the insurance subsidiaries as required by law in various states in which the insurance subsidiaries of HMEC conduct business.

HMEC relies largely on dividends from its insurance subsidiaries to meet its obligations for payment of principal and Assumptionsinterest on debt, dividends to shareholders and parent company operating expenses, including tax payments pursuant to tax sharing agreements. Payments for Postretirement Benefits Other than Pensions

A one percentage point changeshare repurchase programs also have this dependency. HMEC's insurance subsidiaries are subject to various regulatory restrictions which limit the amount of annual dividends or other distributions, including loans or cash advances, available to HMEC without prior approval of the insurance regulatory authorities. As a result, HMEC may not be able to receive dividends from such subsidiaries at times and in amounts necessary to pay desired dividends to shareholders. The aggregate amount of dividends that may be paid in 2018 from all of HMEC's insurance subsidiaries without prior regulatory approval is approximately $94,000 thousand.

As disclosed in the assumed health care cost trend rate for each year would changereconciliation of the accumulated postretirement benefitstatutory capital and surplus of insurance subsidiaries to the consolidated GAAP shareholders' equity, the insurance subsidiaries have statutory capital and surplus of $944,139 thousand as of December 31, 2017, which is subject to regulatory restrictions. The parent company equity is not restricted. At December 31, 2017, HMEC had $6,464 thousand of liquid assets, comprised of investments and cash, which could be used to fund debt interest payments, general corporate obligations, as follows:

  December 31,
   2014 2013 2012
Accumulated postretirement benefit obligations            
Effect of a one percentage point increase  *  $-  $45 
Effect of a one percentage point decrease  *   -   (43)
             
Service and interest cost components of the net periodic postretirement benefit expense            
Effect of a one percentage point increase  *  $2  $1 
Effect of a one percentage point decrease  *   (2)  (1)
             
Weighted-average assumptions used to determine benefit obligations as of December 31:            
Discount rate  3.66%  4.46%  3.51%
Healthcare cost trend rate  *   *   7.50%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)  *   *   5.00%
Year the rate is assumed to reach the ultimate trend rate  *   *   2022 
Expected return on plan assets  *   *   * 
             
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:            
Discount rate  4.46%  3.51%  2.95%
Healthcare cost trend rate  *   7.50%  8.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)  *   5.00%  5.00%
Year the rate is assumed to reach the ultimate trend rate  *   2022   2022 
Expected return on plan assets  *   *   * 

well as dividend payments to shareholders. If necessary, HMEC also has other potential sources of liquidity that could provide for additional funding to meet corporate obligations or pay shareholder dividends, which include a revolving line of credit, as well as issuances of various securities.
 

*Not applicable.

The discount rates were based on the average yield for long-term, high-grade securities available during the benefit payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve.

2015 Contributions

In 2015, there is no minimum funding requirement for the Company’s defined benefit plan. The following table discloses that minimum funding requirement and the expected full year contributions for the Company’s plans.

Defined Benefit Pension Plans
DefinedSupplemental
BenefitDefined Benefit
PlanPlans
Minimum funding requirement for 2015$   -    N/A     
Expected contributions (approximations) for the year ended December 31, 2015 as of
At the time of this Form 10-K (1)
-    $1,320    

N/A - Not applicable.

(1) HMEC’s Annual Report on Form 10-K forand during each of the years in the three year period ended December 31, 2014.

NOTE 9 - Pension Plans and Other Postretirement Benefits-(Continued)

Estimated Future Benefit Payments

The Company’s defined benefit plan may be subject to settlement accounting. Assumptions for both the number of individuals retiring in a calendar year and their elections regarding lump sum distributions are significant factors impacting the payout patterns for each of the plans below. Therefore, actual results could vary from the estimates shown. Estimated future benefit payments as of December 31, 2014 were as follows:

  2015  2016  2017  2018  2019  2020-2024 
Pension plans:                        
Defined benefit plan $3,580  $3,398  $2,911  $2,714  $3,163  $13,659 
Supplemental retirement plans  1,320   1,310   1,299   1,286   1,272   6,072 

NOTE 10 - Reinsurance and Catastrophes

In the normal course of business, the Company’s insurance subsidiaries assume and cede reinsurance with other insurers. Reinsurance is ceded primarily to limit losses from large events and to permit recovery of a portion of direct losses; however, such a transfer does not relieve the originating insurance company of primary liability.

The Company is a national underwriter and therefore has exposure to catastrophic losses in certain coastal states and other regions throughout the U.S. Catastrophes can be caused by various events including hurricanes, windstorms, hail, severe winter weather, wildfires and earthquakes, and the frequency and severity of catastrophes are inherently unpredictable. The financial impact from catastrophic losses results from both the total amount of insured exposure in the area affected by the catastrophe as well as the severity of the event. The Company seeks to reduce its exposure to catastrophe losses through the geographic diversification of its insurance coverage, deductibles, maximum coverage limits and the purchase of catastrophe reinsurance.

The Company’s net catastrophe losses incurred of approximately $37,500, $40,225 and $43,319 for the years ended December 31, 2014, 2013 and 2012, respectively, reflected significant losses from wind/hail/tornado events in the spring and summer months of each year, as well as losses from Hurricane Isaac recorded in 2012.

The total amounts of reinsurance recoverable on unpaid insurance reserves classified as assets and reported in Other Assets in the Consolidated Balance Sheets were as follows:

  December 31, 
   2014   2013 
Reinsurance recoverables on reserves and unpaid claims        
Property and casualty        
Reinsurance companies $7,772  $10,152 
State insurance facilities  35,968   3,955 
Life and health  9,592   10,395 
Total $53,332  $24,502 

NOTE 10 - Reinsurance and Catastrophes-(Continued)

The Company recognizes the cost of reinsurance premiums over the contract periods for such premiums in proportion to the insurance protection provided. Amounts recoverable from reinsurers for unpaid claims and claim settlement expenses, including estimated amounts for unsettled claims, claims incurred but not yet reported and policy benefits, are estimated in a manner consistent with the insurance liability associated with the policy. The effects of reinsurance on premiums written and contract deposits; premiums and contract charges earned; and benefits, claims and settlement expenses were as follows:

    Ceded to Assumed  
  Gross Other from Other Net
  Amount Companies Companies Amount
         
Year ended December 31, 2014                
Premiums written and contract deposits $1,191,123  $27,144  $3,676  $1,167,655 
Premiums and contract charges earned  739,281   27,276   3,755   715,760 
Benefits, claims and settlement expenses  504,550   39,236   3,112   468,426 
                 
Year ended December 31, 2013                
Premiums written and contract deposits  1,120,852   30,115   3,456   1,094,193 
Premiums and contract charges earned  717,494   29,990   3,434   690,938 
Benefits, claims and settlement expenses  455,298   10,018   3,037   448,317 
                 
Year ended December 31, 2012                
Premiums written and contract deposits  1,093,937   29,691   3,481   1,067,727 
Premiums and contract charges earned  696,721   29,634   3,440   670,527 
Benefits, claims and settlement expenses  457,332   12,177   3,095   448,250 

There were no losses from uncollectible reinsurance recoverables in the three years ended December 31, 2014. Past due reinsurance recoverables as of December 31, 2014 were not material.

The Company maintains catastrophe excess of loss reinsurance coverage. For 2014, the Company’s catastrophe excess of loss coverage consisted of one contract in addition to the Florida Hurricane Catastrophe Fund (“FHCF”). The catastrophe excess of loss contract provided 95% coverage for catastrophe losses above a retention of $25,000 per occurrence up to $175,000 per occurrence. This contract consisted of three layers, each of which provided for one mandatory reinstatement. The layers were $25,000 excess of $25,000, $40,000 excess of $50,000 and $85,000 excess of $90,000. In addition, the Company’s predominant insurance subsidiary for property and casualty business written in Florida reinsured 90% of hurricane losses in that state above an estimated retention of $4,100 up to $15,100, based on the FHCF’s financial resources. The FHCF contract is a one-year contract, effective June 1, 2014.

For liability coverages, in 2014,2017, the Company reinsured each loss above a retention of $900 with coverage up to $2,500 on a per occurrence basis and $20,000had no financial reinsurance agreements in a clash event. (A clash cover is a reinsurance casualty excess contract requiring two or more casualty coverages or policies issued by the Company to be involved in the same loss occurrence for coverage to apply.) For property coverages, in 2014 the Company reinsured each loss above a retention of $900 up to $2,500 on a per risk basis, including catastrophe losses. Also, the Company could submit to the reinsurers three per risk losses from the same occurrence for a total of $4,800 of property recovery in any one event.

NOTE 10 - Reinsurance and Catastrophes-(Continued)

The maximum individual life insurance risk retained by the Company is $300 on any individual life, while either $100 or $125 is retained on each group life policy depending on the type of coverage. Excess amounts are reinsured. The Company also maintains a life catastrophe reinsurance program. For 2014, the Company reinsured 100% of the catastrophe risk in excess of $1,000 up to $35,000 per occurrence, with one reinstatement. The Company’s life catastrophe risk reinsurance program covers acts of terrorism and includes nuclear, biological and chemical explosions but excludes other acts of war.

effect.


F-91


NOTE 11 - Pension Plans and Other Postretirement Benefits
The Company sponsors three qualified and two non-qualified retirement plans. Substantially all employees participate in the 401(k) plan and through December 31, 2014 participated in the non-contributory defined contribution plan. Both the qualified and the non-qualified defined benefit plans have been frozen since 2002. All participants in both frozen plans are 100% vested in their accrued benefit and all non-qualified defined benefit plan participants are receiving payments. Certain employees participate in a non-qualified defined contribution plan.
Qualified Plans
All employees participate in the 401(k) plan and receive a 100% vested 3% "safe harbor" company contribution based on employees' eligible earnings. Effective January 1, 2015, the Company began matching each dollar of employee contributions up to a 5% maximum — in addition to maintaining the automatic 3% "safe harbor" contribution. The new matching company contribution vests after 5 years of service. The 401(k) plan is fully funded.
Prior to 2015, employees participated in a defined contribution plan after one year of service; contributions were made based on eligible earnings and years of service and were credited to each employee's individual plan account. The majority of employees received a 5% contribution. Accounts vested after 3 years of service. The Company terminated this fully funded defined contribution plan on December 31, 2014 and all participant accounts became 100% vested. The majority of plan assets were distributed to participants in 2015, with a final settlement of all remaining participant accounts in 2016 through the purchase of qualified individual annuities under a HMLIC group annuity contract.
In 2002, participants ceased accruing benefits for earnings and years of service in the frozen defined benefit plan. A substantial number of those participants are former employees of the Company who are not eligible to receive an immediate annuity benefit until age 65 and/or are not eligible for a lump sum distribution. In August of 2016, the Company announced a cash-out election "window" ending in September 2016 for all vested terminated participants. During this window, 52 former employees elected to receive a total of approximately $1,400 thousand in lump sums distributions.
The Company's policy for the frozen defined benefit plan is to contribute to the plan amounts which are actuarially determined to provide sufficient funding to meet future benefit payments as defined by federal laws and regulations.
For the two qualified plans, all assets are held in their respective plan trusts.
Non-qualified Plans
The non-qualified plans were established for specific employees whose otherwise eligible earnings exceeded the statutory limits under the qualified plans. Benefit accruals under the non-qualified defined benefit plan were frozen in 2002 and all participants are currently in payment status. Both the non-qualified frozen defined benefit plan and the non-qualified contribution plan are unfunded plans with the Company's contributions made at the time payments are made to participants.


F-92

NOTE 11 - Pension Plans and Other Postretirement Benefits-(Continued)

Total Expense and Contribution Plans' Information
Total expense recorded for the qualified and non-qualified defined contribution, 401(k), defined benefit and supplemental retirement plans was $9,114 thousand, $8,527 thousand and $8,899 thousand for the years ended December 31, 2017, 2016 and 2015, respectively.
Contributions to employees' accounts under the qualified defined contribution plan, the 401(k) plan and the non-qualified defined contribution plan, as well as total assets of the plans, were as follows:
($ in thousands) Year Ended December 31,
  2017 2016 2015
401(k) plan  
  
  
Contributions to employees' accounts $7,637
 $6,918
 $6,466
Total assets at the end of the year 180,514
 177,352
 161,956
       
Qualified defined contribution plan      
Contributions to employees' accounts 
 
 
Total assets at the end of the year 
 
 9,118
       
Non-qualified defined contribution plan      
Contributions to employees' accounts 84
 72
 122
Total assets at the end of the year 
 
 


F-93

NOTE 11 - Pension Plans and Other Postretirement Benefits-(Continued)

Defined Benefit Plan and Supplemental Retirement Plans
The following tables summarize the funded status of the defined benefit and supplemental retirement pension plans as of December 31, 2017, 2016 and 2015 (the measurement dates) and identify (1) the assumptions used to determine the projected benefit obligation and (2) the components of net pension cost for the defined benefit plan and supplemental retirement plans for the following periods:
($ in thousands) Defined Benefit Plan 
Supplemental
Defined Benefit Plans
  December 31, December 31,
  2017 2016 2015 2017 2016 2015
Change in benefit obligation:  
  
  
  
  
  
Projected benefit obligation
at beginning of year
 $29,407
 $31,233
 $34,279
 $16,847
 $17,004
 $18,524
Service cost 650
 650
 450
 
 
 
Interest cost 1,091
 1,244
 1,189
 631
 687
 654
Plan amendments 
 
 
 
 
 
Actuarial loss (gain) (721) (220) (1,371) 805
 488
 (845)
Benefits paid (1,995) (3,500) (3,314) (1,451) (1,332) (1,329)
Settlements 
 
 
 
 
 
Projected benefit obligation at end of year $28,432
 $29,407
 $31,233
 $16,832
 $16,847
 $17,004
Change in plan assets:  
  
  
  
  
  
Fair value of plan assets
at beginning of year
 $25,446
 $27,667
 $31,408
 $
 $
 $
Actual return on plan assets 2,909
 1,766
 200
 
 
 
Employer contributions 
 
 
 1,451
 1,332
 1,329
Benefits paid (1,995) (3,500) (3,314) (1,451) (1,332) (1,329)
Expenses paid (517) (487) (627) 
 
 
Settlements 
 
 
 
 
 
Fair value of plan assets at end of year $25,843
 $25,446
 $27,667
 $
 $
 $
Funded status $(2,589) $(3,961) $(3,566) $(16,832) $(16,847) $(17,004)
             
Prepaid (accrued) benefit expense $8,016
 $8,653
 $9,265
 $(10,648) $(11,210) $(11,622)
             
Total amount recognized in Consolidated
Balance Sheets, all in Other liabilities
 $(2,589) $(3,961) $(3,566) $(16,832) $(16,847) $(17,004)
             
Amounts recognized in accumulated other
comprehensive income (loss) (AOCI):
  
  
  
  
  
  
Prior service cost $
 $
 $
 $
 $
 $
Net actuarial loss 10,605
 12,613
 12,831
 6,184
 5,637
 5,382
Total amount recognized in AOCI $10,605
 $12,613
 $12,831
 $6,184
 $5,637
 $5,382
             
Information for pension plans with an
accumulated benefit obligation greater
than plan assets:
  
  
  
  
  
  
Projected benefit obligation $28,432
 $29,407
 $31,233
 $16,832
 $16,847
 $17,004
Accumulated benefit obligation 28,432
 29,407
 31,233
 16,832
 16,847
 17,004
Fair value of plan assets 25,843
 25,446
 27,667
 
 
 


F-94

NOTE 11 - Pension Plans and Other Postretirement Benefits-(Continued)

The change in the Company's AOCI for the defined benefit plans for the year ended December 31, 2017 was primarily attributable to better than expected asset returns and updates to mortality assumptions partially offset by a decrease in the discount rate. The change in the Company's AOCI for the defined benefit plans for the year ended December 31, 2016 was primarily attributable to a decrease in the discount rate, partially offset by the performance of plan assets. The change in the Company's AOCI for the defined benefit plans for the year ended December 31, 2015 was primarily attributable to an increase in the discount rate, partially offset by the performance of plan assets.
($ in thousands) Defined Benefit Plan 
Supplemental
Defined Benefit Plans
  Year Ended December 31, Year Ended December 31,
  2017 2016 2015 2017 2016 2015
Components of net periodic pension
(income) expense:
  
  
  
  
  
  
Service cost:  
  
  
  
  
  
Benefit accrual $
 $
 $
 $
 $
 $
Other expenses 650
 650
 450
 
 
 
Interest cost 1,091
 1,244
 1,189
 631
 687
 654
Expected return on plan assets (1,493) (1,675) (1,875) 
 
 
Settlement loss 
 
 
 
 
 
Amortization of:            
Prior service cost 
 
 
 
 
 
Actuarial loss 389
 393
 1,626
 258
 233
 273
Net periodic pension expense $637
 $612
 $1,390
 $889
 $920
 $927
             
Changes in plan assets and benefit
obligations included in other
comprehensive income (loss):
  
  
  
  
  
  
Prior service cost $
 $
 $
 $
 $
 $
Net actuarial loss (gain) (1,619) 175
 930
 805
 488
 (845)
Amortization of:            
Prior service cost 
 
 
 
 
 
Actuarial loss (389) (393) (1,626) (258) (233) (273)
Total recognized in other
comprehensive income (loss)
 $(2,008) $(218) $(696) $547
 $255
 $(1,118)
             
Weighted average assumptions used to
determine expense:
  
  
  
  
  
  
Discount rate 3.90% 4.20% 3.66% 3.90% 4.20% 3.66%
Expected return on plan assets 6.25% 6.50% 6.75% *
 *
 *
Annual rate of salary increase *
 *
 *
 *
 *
 *
             
Weighted average assumptions
used to determine benefit obligations
as of December 31:
  
  
  
  
  
  
Discount rate 3.50% 3.90% 4.20% 3.50% 3.90% 4.20%
Expected return on plan assets 6.25% 6.50% 6.75% *
 *
 *
Annual rate of salary increase *
 *
 *
 *
 *
 *
____________________ 
*       Not applicable.

F-95

NOTE 11 - Pension Plans and Other Postretirement Benefits-(Continued)

The discount rates at December 31, 2017 were based on the average yield for long-term, high-grade securities available during the benefit payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve.
The assumption for the long-term rate of return on plan assets was determined by considering actual investment experience during the lifetime of the plan, balanced with reasonable expectations of future growth considering the various classes of assets and percentage allocation for each asset class.
The Company has an investment policy for the defined benefit pension plan that aligns the assets within the plan's trust to an approximate allocation of 50% equity and 50% fixed income funds. Management believes this allocation will produce the targeted long-term rate of return on assets necessary for payment of future benefit obligations, while providing adequate liquidity for payments to current beneficiaries. Assets are reviewed against the defined benefit pension plan's investment policy and the trustee has been directed to adjust invested assets at least quarterly to maintain the target allocation percentages.
Fair values of the equity security funds and fixed income funds have been determined from public quotations. The following table presents the fair value hierarchy for the Company's defined benefit pension plan assets, excluding cash held.
($ in thousands)   
Fair Value Measurements at
Reporting Date Using
  Total Level 1 Level 2 Level 3
December 31, 2017  
  
  
  
Asset category  
  
  
  
Equity security funds (1)  
  
  
  
United States $10,517
 $
 $10,517
 $
International 2,573
 
 2,573
 
Fixed income funds 12,165
 
 12,165
 
Short-term investment funds 588
 588
 
 
Total $25,843
 $588
 $25,255
 $
         
December 31, 2016  
  
  
  
Asset category  
  
  
  
Equity security funds (1)  
  
  
  
United States $9,836
 $
 $9,836
 $
International 2,492
 
 2,492
 
Fixed income funds 12,402
 
 12,402
 
Short-term investments funds 716
 716
 
 
Total $25,446
 $716
 $24,730
 $
____________________ 
(1)None of the trust fund assets for the defined benefit pension plan have been invested in shares of HMEC's common stock.

There were no Level 3 assets held during the years ended December 31, 2017 and 2016.
In 2018, the Company expects amortization of net losses of $371 thousand and $310 thousand for the defined benefit plan and the supplemental retirement plans, respectively, and expects no amortization of prior service cost for the supplemental retirement plans to be included in net periodic pension expense.

F-96

NOTE 11 - Pension Plans and Other Postretirement Benefits-(Continued)

Postretirement Benefits Other than Pensions
As of December 31, 2006, upon discontinuation of retiree medical benefits, Health Reimbursement Accounts (HRAs) were established for eligible participants and totaled $7,310 thousand. As of December 31, 2017, the balance of the previously established HRAs was $1,526 thousand. Funding of HRAs was $133 thousand, $218 thousand and $523 thousand for the years ended December 31, 2017, 2016 and 2015, respectively.

2018 Contributions
In 2018, there is no minimum funding requirement for the Company's defined benefit plan. The following table discloses that minimum funding requirement and the expected full year contributions for the Company's plans.
($ in thousands) Defined Benefit Pension Plans
  
Defined
Benefit Plan
 
Supplemental
Defined Benefit Plans
     
Minimum funding requirement for 2018 $
 N/A
Expected contributions (approximations) for the year ended
December 31, 2018 as of the time of this Form 10-K (1)
 
 $1,317
____________________ 
N/A - Not applicable.
(1)       HMEC's Annual Report on Form 10-K for the year ended December 31, 2017.

Estimated Future Benefit Payments

The Company's defined benefit plan may be subject to settlement accounting. Assumptions for both the number of individuals retiring in a calendar year and their elections regarding lump sum distributions are significant factors impacting the payout patterns for each of the plans below. Therefore, actual results could vary from the estimates shown. Estimated future benefit payments as of December 31, 2017 were as follows:
($ in thousands) 2018 2019 2020 2021 2022 2023-2027
Pension plans    
  
  
  
  
Defined benefit plan $2,726
 $2,576
 $2,443
 $2,207
 $2,216
 $9,140
Supplemental retirement plans 1,317
 1,303
 1,287
 1,269
 1,248
 5,820



F-97

NOTE 12 - Contingencies and Commitments


Lawsuits and Legal Proceedings

Companies in the insurance industry have been subject to substantial litigation resulting from claims, disputes and other matters. Most recently,For instance, they have faced expensive claims, including class action lawsuits, alleging, among other things, improper sales practices and improper claims settlement procedures. Negotiated settlements of certain such actions have had a material adverse effect on many insurance companies.

At the time of this Annual Report on Form 10-K, the Company does not have pending litigation from which there is a reasonable possibility of material loss.

Assessments for Insolvencies of Unaffiliated Insurance Companies

The Company is contingently liable for possible assessments under regulatory requirements pertaining to potential insolvencies of unaffiliated insurance companies. Liabilities, which are established based upon regulatory guidance, have generally been insignificant.

Leases

The Company has entered into various operating lease agreements, primarily for real estate (claims and marketing offices in a few states, as well as portions of the home office complex) and also for computer equipment and copycopier machines. Rental expenses were $2,823, $2,838$2,870 thousand, $2,546 thousand and $2,882$2,872 thousand for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively. Future minimum lease payments under leases expiring subsequent to December 31, 20142017 are as follows:

  As of December 31, 2014 
  2015  2016  2017  2018  2019  

2020-

2024

  

2025 and

beyond

 
                      
Minimum operating lease payments $2,569  $2,305  $2,212  $2,242  $2,289  $4,288   - 

NOTE 11 - Contingencies and Commitments-(Continued)

($ in thousands) As of December 31, 2017
  2018 2019 2020 2021 2022 
2023-
2027
 
2028 and
beyond
               
Minimum operating lease payments $2,707
 $2,516
 $1,697
 $1,180
 $1,177
 $483
 $


Investment Commitments


From time to time, the Company has outstanding commitments to purchase investments and/or commitments to lend funds under bridge loans. Unfunded commitments to purchase investments were as follows:

  As of December 31, 
   2014   2013 
Outstanding commitments to:        
Purchase investments $39,689  $10,000 
Lend funds under bridge loans  10,567   - 
Total $50,256  $10,000 

$106,381 thousand and $135,054 thousand for the years ended December 31, 2017 and 2016, respectively.



F-98

NOTE 12 - Supplementary Data on Cash Flows

A reconciliation of net income to net cash provided by operating activities as presented in the Consolidated Statements of Cash Flows is as follows:

  Year Ended December 31, 
   2014   2013   2012 
          
Cash flows from operating activities            
Net income $104,243  $110,893  $103,866 
Adjustments to reconcile net income to net
cash provided by operating activities:
            
Realized investment gains  (10,917)  (22,245)  (27,298)
Increase in accrued investment income  (5,563)  (1,898)  (2,618)
Increase in accrued expenses  1,513   1,157   13,589 
Depreciation and amortization  7,958   7,680   7,892 
Increase in insurance liabilities  153,423   143,542   127,992 
Increase in premium receivables  (3,638)  (4,018)  (5,638)
Increase in deferred policy acquisition costs  (12,662)  (14,659)  (13,989)
(Increase) decrease in reinsurance recoverable  1,570   (1,289)  872 
Increase in income tax liabilities  9,745   7,099   29,752 
Other  (23,739)  (20,326)  (31,572)
Total adjustments  117,690   95,043   98,982 
Net cash provided by operating activities $221,933  $205,936  $202,848 

NOTE 13 - Supplementary Data on Cash Flows
A reconciliation of net income to net cash provided by operating activities as presented in the Consolidated Statements of Cash Flows is as follows:
($ in thousands) Years Ended December 31,
  2017 2016 2015
Cash flows from operating activities  
  
  
Net income $169,459
 $83,765
 $93,482
Adjustments to reconcile net income to net cash
provided by operating activities:
  
  
  
Net realized investment (gains) losses 3,406
 (4,123) (12,713)
Increase in accrued investment income (3,404) (2,208) (2,566)
Increase (decrease) in accrued expenses (2,240) 4,378
 (5,798)
Depreciation and amortization 6,615
 6,896
 7,734
Increase in insurance liabilities 154,061
 176,315
 145,313
Increase in premium receivables (12,917) (11,496) (8,641)
Increase in deferred policy acquisition costs (7,967) (15,859) (8,981)
(Increase) decrease in reinsurance recoverables 11
 (481) (748)
(Decrease) increase in income tax liabilities (74,487) (1,293) 8,935
Debt retirement costs 
 
 2,338
Other 24,049
 (24,461) (10,641)
Total adjustments 87,127
 127,668
 114,232
Net cash provided by operating activities $256,586
 $211,433
 $207,714


NOTE 14 - Segment Information

The Company conducts and manages its business through four segments. The three operating segments, representing the major lines of insurance business, are: propertyProperty and casualty insurance,Casualty, primarily personal lines automobile and homeownersproperty insurance products; retirement annuity products,Retirement, primarily tax-qualified fixed and variable deposits;annuities; and Life, life insurance. The Company does not allocate the impact of corporate-level transactions to the insurancethese operating segments, consistent with the basis for management’smanagement's evaluation of the results of those segments, but classifies those items in the fourth segment, corporateCorporate and other.Other. In addition to ongoing transactions such as corporate debt service, net realized investment gains and losses and certain public company expenses, such items also have included corporate debt retirement costs/gains,costs, when applicable.

NOTE 13 - Segment Information-(Continued)

The accounting policies of the segments are the same as those described in “NoteNote 1 — Summary of Significant Accounting Policies”.Policies. The Company accounts for intersegment transactions, primarily the allocation of operating and agency costs from the corporateCorporate and other segmentOther to the propertyProperty and casualty, annuityCasualty, Retirement and life segments,Life, on a direct cost basis.


F-99

NOTE 14 - Segment Information-(Continued)

Summarized financial information for these segments is as follows:

  Year Ended December 31, 
     2014       2013       2012   
Insurance premiums and contract charges earned            
Property and casualty $581,828  $561,954  $546,339 
Annuity  25,540   22,575   21,794 
Life  108,392   106,409   102,394 
Total $715,760  $690,938  $670,527 
             
Net investment income            
Property and casualty $36,790  $36,208  $36,792 
Annuity  222,071   208,419   200,785 
Life  71,865   69,932   69,409 
Corporate and other  14   7   2 
Intersegment eliminations  (925)  (956)  (985)
Total $329,815  $313,610  $306,003 
             
Net income (loss)            
Property and casualty $46,907  $44,433  $37,043 
Annuity  45,336   44,719   40,527 
Life  17,503   20,339   21,912 
Corporate and other  (5,503)  1,402   4,384 
Total $104,243  $110,893  $103,866 

  December 31, 
     2014       2013       2012   
Assets            
Property and casualty $1,107,962  $1,001,561  $1,016,368 
Annuity  6,683,473   5,963,348   5,380,780 
Life  1,858,150   1,743,084   1,663,696 
Corporate and other  155,678   154,557   131,449 
Intersegment eliminations  (36,736)  (35,878)  (24,567)
Total $9,768,527  $8,826,672  $8,167,726 

($ in thousands) Years Ended December 31,
  2017 2016 2015
Insurance premiums and contract charges earned  
  
  
Property and Casualty $648,263
 $620,514
 $595,958
Retirement 28,003
 24,937
 25,378
Life 118,437
 113,695
 110,544
Total $794,703
 $759,146
 $731,880
       
Net investment income  
  
  
Property and Casualty $36,178
 $38,998
 $33,461
Retirement 261,994
 249,410
 228,378
Life 76,195
 73,567
 71,614
Corporate and Other 78
 66
 38
Intersegment eliminations (815) (855) (891)
Total $373,630
 $361,186
 $332,600
       
Net income (loss)  
  
  
Property and Casualty $17,790
 $25,644
 $40,043
Retirement 88,473
 50,674
 43,384
Life 77,595
 16,559
 14,982
Corporate and Other (14,399) (9,112) (4,927)
Total $169,459
 $83,765
 $93,482

($ in thousands) December 31,
  2017 2016 2015
Assets      
Property and Casualty $1,217,394
 $1,110,958
 $1,098,415
    Retirement 8,063,912
 7,449,777
 7,001,411
Life 1,815,732
 1,912,771
 1,862,719
    Corporate and Other 143,784
 140,104
 131,635
Intersegment eliminations (42,482) (36,786) (37,208)
Total $11,198,340
 $10,576,824
 $10,056,972
Additional significant financial information for these segments is as follows:

  Year Ended December 31, 
     2014       2013       2012   
Policy acquisition expenses amortized            
Property and casualty $71,327  $68,516  $63,768 
Annuity  14,781   7,957   6,868 
Life  7,709   8,170   8,883 
Total $93,817  $84,643  $79,519 
             
Income tax expense (benefit)            
Property and casualty $13,944  $12,740  $10,849 
Annuity  21,319   18,531   19,046 
Life  9,432   10,919   12,305 
Corporate and other  (2,825)  983   3,107 
Total $41,870  $43,173  $45,307 

($ in thousands) Years Ended December 31,
  2017 2016 2015
DAC amortization expense  
  
  
Property and Casualty $76,967
 $74,950
 $73,173
Retirement 17,759
 14,635
 18,155
Life 7,459
 7,147
 7,591
Total $102,185
 $96,732
 $98,919
       
Income tax expense (benefit)  
  
  
Property and Casualty $(3,279) $4,627
 $11,274
Retirement (19,498) 20,334
 19,873
Life (51,876) 9,775
 7,951
Corporate and Other (6,119) (4,269) (3,128)
Total $(80,772) $30,467
 $35,970



F-100

NOTE 14 - Derivative Instruments

Fixed indexed annuity products are deferred fixed annuities that guarantee the return of principal to the contractholder and credit interest based on a percentage of the gain in a specified market index. When fixed indexed annuity deposits are received, a portion of the deposit is used to purchase derivatives consisting of call options on the applicable market indices to fund the index credits due to fixed indexed annuity contractholders. For the Company, substantially all such call options are one-year options purchased to match the funding requirements of the underlying contracts. The call options are carried at fair value with the change in fair value included in Net Realized Investment Gains (Losses), a component of revenues, in the Consolidated Statements of Operations. The change in fair value of derivatives includes the gains or losses recognized at the expiration of the option term or early termination and the changes in fair value for open positions. On the respective anniversary dates of the indexed deposits, the index used to compute the annual index credit is reset and new one-year call options are purchased to fund the next annual index credit. The cost of these purchases is managed through the terms of the fixed indexed annuities, which permit changes to index return caps, participation rates and/or asset fees, subject to guaranteed minimums on each contract’s anniversary date. By adjusting the index return caps, participation rates or asset fees, crediting rates generally can be managed except in cases where the contractual features would prevent further modifications.

The Company carries all derivative instruments as assets or liabilities in the Consolidated Balance Sheets at fair value. The Company elected to not use hedge accounting for derivative transactions related to the FIA products. As a result, the Company records the purchased call options and the embedded derivative related to the provision of a contingent return at fair value, with changes in the fair value of the derivatives recognized immediately in the Consolidated Statements of Operations. The fair values of derivative instruments, including derivative instruments embedded in fixed indexed annuity contracts, presented in the Consolidated Balance Sheets were as follows:

  December 31,
  2014 2013
Assets          
Derivative instruments, included in Short-term
and Other Investments
  $2,458   $- 
           
Liabilities          
Fixed indexed annuities - embedded derivatives,
included in Other Policyholder Funds
   20,049    - 

The changes in fair value of derivatives included in the Consolidated Statements of Operations were as follows:

   Year Ended December 31, 
   2014   2013   2012 
Change in fair value of derivatives:               
Revenues               
Net realized investment gains (losses)  $995   $-   $- 
                
Change in fair value of embedded derivatives:               
Revenues               
Net realized investment gains (losses)   (1,157)   -    - 

F-99

NOTE 14 - Derivative Instruments-(Continued)

The Company’s strategy attempts to mitigate any potential risk of loss under these agreements through a regular monitoring process, which evaluates the program's effectiveness. The Company is exposed to risk of loss in the event of nonperformance by the counterparties and, accordingly, option contracts are purchased from multiple counterparties, which are evaluated for creditworthiness prior to purchase of the contracts. All of these options have been purchased from nationally recognized financial institutions with a Standard and Poor's/Moody’s long-term credit rating of “A-”/“A3” or higher at the time of purchase and the maximum credit exposure to any single counterparty is subject to concentration limits. The Company also obtains credit support agreements that allow it to request the counterparty to provide collateral when the fair value of the exposure to the counterparty exceeds specified amounts.

The notional amount and fair value of call options by counterparty and each counterparty's long-term credit ratings were as follows:

  December 31, 2014 December 31, 2013
  Credit Rating (1)  Notional   Fair   Notional   Fair 
Counterparty S&P Moody’s Amount Value Amount Value
                     
Bank of America, N.A. A A2  $8,700   $439   $-   $- 
Barclays Bank PLC A A2   5,000    70    -    - 
Credit Suisse International A A1   27,500    1,193    -    - 
Societe Generale A A2   25,400    756    -    - 
                         
Total      $66,600   $2,458   $-   $- 

(1)As assigned by Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”).

As of December 31, 2014, the Company held $1,955 of cash received from counterparties for derivative collateral, which is included in Other Liabilities on the Consolidated Balance Sheets. This derivative collateral limits the Company’s maximum amount of economic loss due to credit risk that would be incurred if parties to the call options failed completely to perform according to the terms of the contracts to $503 at December 31, 2014.

The future annual index credits on fixed indexed annuities are treated as a "series of embedded derivatives" over the expected life of the applicable contract. Call options are not purchased to fund the index liabilities which may arise after the next annuity deposit anniversary date. Call options and the related forward embedded options in the annuity contracts are carried at fair value.

NOTE 15 - Unaudited Selected Quarterly Financial Data


Selected quarterly financial data is presented below.

  Three Months Ended
  December 31, September 30, June 30, March 31,
2014                    
Insurance premiums written and contract deposits  $292,241   $322,746   $292,393   $260,275 
Total revenues   269,157    265,520    264,743    261,265 
Net income   30,068    25,357    20,452    28,366 
Per share information                    
Basic                    
Net income  $0.72   $0.61   $0.49   $0.69 
Shares of common stock - weighted average (1)   41,748    41,514    41,432    41,180 
Diluted                    
Net income  $0.71   $0.60   $0.48   $0.67 
Shares of common stock and equivalent shares -
weighted average (1)
   42,362    42,319    42,310    42,259 
                     
2013                    
Insurance premiums written and contract deposits  $275,379   $306,033   $267,703   $245,078 
Total revenues   259,215    251,884    265,637    254,531 
Net income   34,287    23,599    25,995    27,012 
Per share information                    
Basic                    
Net income  $0.84   $0.59   $0.65   $0.68 
Shares of common stock - weighted average (1)   40,818    40,001    39,768    39,527 
Diluted                    
Net income  $0.81   $0.57   $0.63   $0.66 
Shares of common stock and equivalent shares -
weighted average (1)
   42,205    41,732    41,395    41,088 
                     
2012                    
Insurance premiums written and contract deposits  $279,479   $285,206   $260,289   $242,753 
Total revenues   255,417    256,548    254,226    244,623 
Net income   31,826    32,266    13,103    26,671 
Per share information                    
Basic                    
Net income  $0.81   $0.82   $0.33   $0.67 
Shares of common stock - weighted average (1)   39,339    39,381    39,544    39,794 
Diluted                    
Net income  $0.77   $0.78   $0.32   $0.64 
Shares of common stock and equivalent shares -
weighted average (1)
   41,272    41,138    41,304    41,546 

($ in thousands, except per share data) Three Months Ended
  December 31, September 30, June 30, March 31,
2017  
  
  
  
Insurance premiums written and contract deposits (1) $300,416
 $318,355
 $311,614
 $296,732
Total revenues 302,993
 289,817
 291,436
 287,304
Net income 125,329
 26,551
 2,261
 15,318
Per share information        
Basic        
Net income (3) $3.03
 $0.64
 $0.05
 $0.37
Shares of common stock - weighted average (2) 41,419
 41,433
 41,368
 41,135
Diluted        
Net income (3) $3.00
 $0.64
 $0.05
 $0.37
Shares of common stock and equivalent shares -
weighted average (2)
 41,718
 41,575
 41,493
 41,342
         
2016  
  
  
  
Insurance premiums written and contract deposits (1) $315,917
 $351,534
 $311,879
 $283,169
Total revenues 282,873
 291,176
 283,558
 271,303
Net income 19,823
 26,923
 11,866
 25,153
Per share information        
Basic        
Net income $0.48
 $0.66
 $0.29
 $0.61
Shares of common stock - weighted average (2) 41,093
 41,092
 41,082
 41,297
Diluted        
Net income $0.48
 $0.65
 $0.29
 $0.61
Shares of common stock and equivalent shares -
weighted average (2)
 41,482
 41,347
 41,314
 41,492
         
2015  
  
  
  
Insurance premiums written and contract deposits (1) $305,186
 $326,198
 $319,394
 $305,735
Total revenues 276,106
 265,753
 268,470
 270,119
Net income 21,040
 21,984
 16,183
 34,275
Per share information        
Basic        
Net income $0.51
 $0.53
 $0.39
 $0.82
Shares of common stock - weighted average (2) 41,564
 41,852
 41,990
 41,950
Diluted        
Net income $0.50
 $0.52
 $0.38
 $0.81
Shares of common stock and equivalent shares -
weighted average (2)
 42,127
 42,305
 42,425
 42,300
____________________
(1)This measure is not based on accounting principles generally accepted in the U.S. (non-GAAP). An explanation of this measure is contained in the Glossary of Selected Terms included as an exhibit in the Company's reports filed with the SEC.
(2)Rounded to thousands.

F-101
(3)For the three months ended December 31, 2017, net income per basic share of $3.03 and net income per diluted share of $3.00 benefited $2.39 and $2.37, respectively, from the Tax Act.


F-101





SCHEDULE I

HORACE MANN EDUCATORS CORPORATION

SUMMARY OF INVESTMENTS-OTHER THAN INVESTMENTS IN RELATED PARTIES

December 31, 2014

2017

(Dollars$ in thousands)

        Amount 
        Shown in 
     Fair  Balance 
Type of Investments Cost (1)  Value  Sheet 
         
Fixed maturities:            
U.S. Government and federally sponsored
agency obligations
 $997,157  $1,073,925  $1,073,925 
States, municipalities and political subdivisions  1,462,717   1,647,822   1,647,822 
Foreign government bonds  52,552   59,536   59,536 
Public utilities  180,920   211,675   211,675 
Other bonds  3,681,891   3,900,132   3,900,132 
             
Total fixed maturity securities  6,375,237   6,893,090   6,893,090 
             
Equity securities:            
Non-redeemable preferred stocks  22,672   22,175   22,175 
Common stocks  57,228   68,416   68,416 
Closed-end fund  20,004   20,064   20,064 
             
Total equity securities  99,904   110,655   110,655 
             
Short-term investments  142,039   XXX   142,039 
Policy loans  145,341   XXX   145,341 
Derivative instruments  2,458   XXX   2,458 
Mortgage loans  68   XXX   68 
Other  109,816   XXX   109,816 
             
Total investments $6,874,863   XXX  $7,403,467 

Type of Investments Cost (1) 
Fair
Value
 
Amount
Shown in
Balance
Sheet
       
Fixed maturity securities  
  
  
U.S. Government and federally sponsored agency obligations $1,131,962
 $1,177,760
 $1,177,760
States, municipalities and political subdivisions 1,711,581
 1,893,252
 1,893,252
Foreign government bonds 96,780
 102,738
 102,738
Public utilities 107,339
 125,201
 125,201
All other corporate bonds 2,284,448
 2,433,349
 2,433,349
Asset-backed securities 1,285,804
 1,301,634
 1,301,634
Residential mortgage-backed securities (non-agency) 86,741
 87,773
 87,773
Commercial mortgage-backed securities 580,655
 581,962
 581,962
Redeemable preferred stocks 17,640
 20,406
 20,406
       
Total fixed maturity securities 7,302,950
 7,724,075
 7,724,075
       
Equity securities  
  
  
Industrial, miscellaneous and all other 26,040
 34,623
 34,623
Banking & finance and insurance companies 10,601
 16,979
 16,979
Public utilities 1,104
 1,844
 1,844
Non-redeemable preferred stocks 58,571
 61,458
 61,458
Closed-end fund 20,004
 20,562
 20,562
       
Total equity securities 116,320
 135,466
 135,466
       
Short-term investments 62,593
 XXX 62,593
Policy loans 153,635
 XXX 153,635
Derivative instruments 5,396
 $15,550
 15,550
Mortgage loans 1,263
 XXX 1,263
Other 259,766
 XXX 259,766
       
Total investments $7,901,923
 XXX $8,352,348
____________________ 
(1)Bonds at original cost reduced by repayments and adjusted for amortization of premiums or accrual of discounts and impairment in value of specifically identified investments.

See accompanying Report of Independent Registered Public Accounting Firm.









F-102





SCHEDULE II

HORACE MANN EDUCATORS CORPORATION

(Parent Company Only)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

As of December 31, 20142017 and 2013

2016

(Dollars$ in thousands, except per share data)

  December 31, 
   2014   2013 
       
ASSETS
         
Investments and cash $28,640  $24,387 
Investment in subsidiaries  1,515,769   1,282,614 
Other assets  58,365   60,164 
         
Total assets $1,602,774  $1,367,165 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY
         
Short-term debt $38,000  $38,000 
Long-term debt, current and noncurrent  199,939   199,874 
Other liabilities  28,372   29,986 
         
Total liabilities  266,311   267,860 
         
Preferred stock, $0.001 par value, authorized
1,000,000 shares; none issued
  -   - 
Common stock, $0.001 par value, authorized 75,000,000 shares;
issued, 2014, 64,245,048; 2013, 63,629,105
  64   64 
Additional paid-in capital  422,232   407,056 
Retained earnings  1,065,318   1,000,312 
Accumulated other comprehensive income (loss), net of taxes:        
Net unrealized gains on fixed maturities
and equity securities
  297,554   133,990 
Net funded status of pension and other
postretirement benefit obligations
  (12,953)  (11,776)
Treasury stock, at cost, 2014, 23,308,430 shares;
2013, 23,117,554 shares
  (435,752)  (430,341)
         
Total shareholders' equity  1,336,463   1,099,305 
         
Total liabilities and shareholders' equity $1,602,774  $1,367,165 

  December 31,
  2017 2016
ASSETS
     
Investments and cash $6,464
 $4,069
Investment in subsidiaries 1,685,390
 1,487,457
Other assets 66,445
 60,057
     
Total assets $1,758,299
 $1,551,583
     
LIABILITIES AND SHAREHOLDERS' EQUITY
     
Long-term debt $247,469
 $247,209
Other liabilities 9,257
 10,392
     
Total liabilities 256,726
 257,601
     
Preferred stock, $0.001 par value, authorized 1,000,000 shares;
none issued
 
 
Common stock, $0.001 par value, authorized 75,000,000 shares;
issued, 2017, 65,439,245; 2016, 64,917,683
 65
 65
Additional paid-in capital 464,246
 453,479
Retained earnings 1,231,177
 1,155,732
Accumulated other comprehensive income (loss), net of taxes:  
  
Net unrealized investment gains on fixed maturity
and equity securities
 300,177
 175,738
Net funded status of pension benefit obligations (13,217) (11,817)
Treasury stock, at cost, 2017, 24,721,372 shares;
2016, 24,672,932 shares
 (480,875) (479,215)
     
Total shareholders' equity 1,501,573
 1,293,982
     
Total liabilities and shareholders' equity $1,758,299
 $1,551,583








See accompanying Note to Condensed Financial Statements.

See accompanying Report of Independent Registered Public Accounting Firm.



SCHEDULE II

HORACE MANN EDUCATORS CORPORATION

(Parent Company Only)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF OPERATIONS

(Dollars$ in thousands)

  Year Ended December 31, 
   2014   2013   2012 
          
Revenues            
Net investment income $10  $6  $2 
Realized investment gains  -   208   - 
             
Total revenues  10   214   2 
             
Expenses            
Interest  14,198   14,236   14,249 
Other  5,071   4,832   4,576 
             
Total expenses  19,269   19,068   18,825 
             
Loss before income tax benefit
and equity in net earnings of subsidiaries
  (19,259)  (18,854)  (18,823)
Income tax benefit  (6,734)  (6,599)  (6,196)
Loss before equity in net earnings of subsidiaries  (12,525)  (12,255)  (12,627)
Equity in net earnings of subsidiaries  116,768   123,148   116,493 
             
Net income $104,243  $110,893  $103,866 

  Years Ended December 31,
  2017 2016 2015
Revenues  
  
  
Net investment income $34
 $20
 $33
Realized investment gains 
 
 
       
Total revenues 34
 20
 33
       
Expenses  
  
  
Interest expense 11,835
 11,808
 13,122
Debt retirement costs 
 
 2,338
Other 5,101
 5,631
 5,153
       
Total expenses 16,936
 17,439
 20,613
       
Loss before income tax benefit and equity in net earnings of subsidiaries (16,902) (17,419) (20,580)
Income tax benefit (6,667) (6,076) (7,202)
Loss before equity in net earnings of subsidiaries (10,235) (11,343) (13,378)
Equity in net earnings of subsidiaries 179,694
 95,108
 106,860
       
Net income $169,459
 $83,765
 $93,482




















See accompanying Note to Condensed Financial Statements.

See accompanying Report of Independent Registered Public Accounting Firm.



SCHEDULE II


HORACE MANN EDUCATORS CORPORATION

(Parent Company Only)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

(Dollars$ in thousands)

  Year Ended December 31, 
   2014   2013   2012 
Cash flows - operating activities            
Interest expense paid $(13,902) $(13,825) $(13,948)
Federal income taxes recovered (paid)  8,740   5,996   (118)
Cash dividends received from subsidiaries  46,000   41,000   50,000 
Other, net, including settlement of payables to subsidiaries  (188)  (21,235)  7,703 
             
Net cash provided by operating activities  40,650   11,936   43,637 
             
Cash flows - investing activities            
Net (increase) decrease in investments  (4,647)  5,488   (10,762)
             
Net cash provided by (used in) investing activities  (4,647)  5,488   (10,762)
             
Cash flows - financing activities            
Dividends paid to shareholders  (39,237)  (32,550)  (22,541)
Acquisition of treasury stock  (5,411)  (3,889)  (15,735)
Exercise of stock options  8,252   19,336   5,421 
             
Net cash used in financing activities  (36,396)  (17,103)  (32,855)
             
Net increase (decrease)  in cash  (393)  321   20 
Cash at beginning of period  470   149   129 
             
Cash at end of period $77  $470  $149 

  Years Ended December 31,
  2017 2016 2015
Cash flows - operating activities  
  
  
Interest expense paid $(11,503) $(11,754) $(13,521)
Income taxes recovered (paid) (373) 8,914
 8,413
Cash dividends received from subsidiaries 56,900
 59,600
 50,000
Other, net, including settlement of payables to subsidiaries 4,201
 581
 (3,426)
       
Net cash provided by operating activities 49,225
 57,341
 41,466
       
Cash flows - investing activities  
  
  
Net increase (decrease) in investments (2,338) 9,161
 15,402
       
Net cash provided by (used in) investing activities (2,338) 9,161
 15,402
       
Cash flows - financing activities  
  
  
Dividends paid to shareholders (46,114) (44,310) (42,523)
Proceeds from issuance of Senior Notes due 2025 
 
 246,937
Redemption of Senior Notes due 2016 
 
 (127,292)
Maturity of Senior Notes due 2015 
 
 (75,000)
Principal repayment on Bank Credit Facility 
 
 (38,000)
Acquisition of treasury stock (1,660) (21,513) (21,950)
Exercise of stock options 4,190
 3,329
 1,629
Withholding tax payments on RSUs tendered (3,245) (4,015) (671)
       
Net cash used in financing activities (46,829) (66,509) (56,870)
    .
  
Net increase (decrease) in cash 58
 (7) (2)
Cash at beginning of period 68
 75
 77
       
Cash at end of period $126
 $68
 $75










See accompanying Note to Condensed Financial Statements.

See accompanying Report of Independent Registered Public Accounting Firm.



SCHEDULE II

HORACE MANN EDUCATORS CORPORATION

(Parent Company Only)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTE TO CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto.


F-106





SCHEDULE III & VI (COMBINED)

HORACE MANN EDUCATORS CORPORATION

SCHEDULE III: SUPPLEMENTARY INSURANCE INFORMATION

SCHEDULE VI: SUPPLEMENTAL INFORMATION CONCERNING PROPERTY AND CASUALTY INSURANCE OPERATIONS

(Dollars$ in thousands)

Column identification for                                          
Schedule III:     A B  C     D  E  F  G  H        I  J     K 
Schedule VI:     A B  C  D  E     F  G     H  I     J  K 
                                           
     Future                    Claims and             
     policy  Discount,     Other           claim adjustment        Paid    
     benefits,  if any,     policy        Benefits,  expenses  Amortization     claims    
  Deferred  claims  deducted     claims  Premium     claims  incurred  of deferred     and    
  policy  and  in     and  revenue/  Net  and  related to  policy  Other  claims    
  acquisition  claims  previous  Unearned  benefits  premium  investment  settlement  Current  Prior  acquisition  operating  adjustment  Premiums 
Segment costs  expenses  column  premiums  payable  earned  income  expenses  year  years  costs  expenses  expense  written 
                                           
Year Ended December 31, 2014                                                        
Property and casualty $27,160  $311,097  $0  $220,406  $-  $581,828  $36,790  $399,512  $416,512  $(17,000) $71,327  $88,305  $393,857  $584,393 
Annuity  143,522   3,781,260   xxx   708   603,267   25,540   222,071   134,760   xxx   xxx   14,781   33,210   xxx   xxx 
Life  44,400   1,035,698   xxx   2,299   3,471   108,392   71,865   110,293   xxx   xxx   7,709   36,421   xxx   xxx 
Other, including consolidating eliminations  N/A   N/A   xxx   N/A   N/A   N/A   (911)  N/A   xxx   xxx   N/A   18,254   xxx   xxx 
                                                         
Total $215,082  $5,128,055   xxx  $223,413  $606,738  $715,760  $329,815  $644,565   xxx   xxx  $93,817  $176,190   xxx   xxx 
                                                         
Year Ended December 31, 2013                                                        
Property and casualty $26,048  $275,809  $0  $217,841  $-  $561,954  $36,208  $385,601  $403,589  $(17,988) $68,516  $87,064  $384,736  $570,363 
Annuity  170,749   3,523,901   xxx   562   342,795   22,575   208,419   128,768   xxx   xxx   7,957   34,004   xxx   xxx 
Life  48,558   1,008,369   xxx   2,711   3,497   106,409   69,932   103,841   xxx   xxx   8,170   34,394   xxx   xxx 
Other, including consolidating eliminations  N/A   N/A   xxx   N/A   N/A   N/A   (949)  N/A   xxx   xxx   N/A   18,886   xxx   xxx 
                                                         
Total $245,355  $4,808,079   xxx  $221,114  $346,292  $690,938  $313,610  $618,210   xxx   xxx  $84,643  $174,348   xxx   xxx 
                                                         
Year Ended December 31, 2012                                                        
Property and casualty $24,650  $274,542  $0  $209,431  $-  $546,339  $36,792  $389,430  $406,605  $(17,175) $63,768  $83,579  $398,210  $550,774 
Annuity  125,437   3,264,128   xxx   526   99,603   21,794   200,785   124,693   xxx   xxx   6,868   34,148   xxx   xxx 
Life  46,798   984,716   xxx   3,311   3,624   102,394   69,409   97,692   xxx   xxx   8,883   33,589   xxx   xxx 
Other, including consolidating eliminations  N/A   N/A   xxx   N/A   N/A   N/A   (983)  N/A   xxx   xxx   N/A   18,991   xxx   xxx 
                                                         
Total $196,885  $4,523,386   xxx  $213,268  $103,227  $670,527  $306,003  $611,815   xxx   xxx  $79,519  $170,307   xxx   xxx 

Column identification for                          
Schedule III:         A B C   D E F G H   I J   K
Schedule VI:         A B C D E   F G   H I   J K
                           
  
Deferred
policy acquisition
costs
 Future policy
benefits, claims and claim expenses
 
Discount,
if any,
deducted in
previous
column
 
Unearned
premiums
 
Other
policy
claims and
benefits
payable
 
Premium
revenue/
premium
earned
 
Net investment
income
 
Benefits,
claims
and
settlement
expenses
 
Claims and claim
adjustment expenses
incurred related to
 
Amortization
of deferred
policy
acquisition
costs
 
Other
operating
expenses
 Paid claims and claim adjustment expenses Premiums written
Segment         
Current
year
 
Prior
years
    
                             
Year ended December 31, 2017  
  
  
  
  
  
  
  
  
  
  
  
  
  
Property and Casualty $29,191
 $319,182
 $0
 $258,502
 $
 $648,263
 $36,178
 $496,289
 $498,989
 $(2,700) $76,967
 $96,488
 $481,074
 $662,760
Retirement 174,661
 4,466,039
 xxx
 705
 720,926
 28,003
 261,994
 159,385
 xxx
 xxx
 17,759
 49,733
 xxx
 xxx
Life 53,974
 1,136,263
 xxx
 1,332
 3,335
 118,437
 76,195
 125,267
 xxx
 xxx
 7,459
 36,550
 xxx
 xxx
Other, including
consolidating eliminations
 N/A
 N/A
 xxx
 N/A
 N/A
 N/A
 (737) N/A
 xxx
 xxx
 N/A
 16,966
 xxx
 xxx
                             
Total $257,826
 $5,921,484
 xxx
 $260,539
 $724,261
 $794,703
 $373,630
 $780,941
 xxx
 xxx
 $102,185
 $199,737
 xxx
 xxx
                             
Year ended December 31, 2016  
  
  
  
  
  
  
  
  
  
  
  
  
  
Property and Casualty $27,604
 $307,757
 $0
 $244,005
 $
 $620,514
 $38,997
 $464,098
 $471,098
 $(7,000) $74,950
 $90,802
 $468,778
 $634,319
Retirement 188,117
 4,372,062
 xxx
 671
 705,603
 24,937
 249,410
 151,185
 xxx
 xxx
 14,635
 40,289
 xxx
 xxx
Life 51,859
 1,098,038
 xxx
 1,598
 3,347
 113,695
 73,567
 117,743
 xxx
 xxx
 7,147
 36,806
 xxx
 xxx
Other, including
consolidating eliminations
 N/A
 N/A
 xxx
 N/A
 N/A
 N/A
 (788) N/A
 xxx
 xxx
 N/A
 17,023
 xxx
 xxx
                             
Total $267,580
 $5,777,857
 xxx
 $246,274
 $708,950
 $759,146
 $361,186
 $733,026
 xxx
 xxx
 $96,732
 $184,920
 xxx
 xxx
                             
Year ended December 31, 2015  
  
  
  
  
  
  
  
  
  
  
  
  
  
Property and Casualty $26,685
 $301,569
 $0
 $230,201
 $
 $595,958
 $33,461
 $420,311
 $432,811
 $(12,500) $73,173
 $84,785
 $436,431
 $605,753
Retirement 178,300
 4,082,217
 xxx
 734
 689,116
 25,378
 228,378
 141,893
 xxx
 xxx
 18,155
 32,555
 xxx
 xxx
Life 48,191
 1,066,776
 xxx
 1,906
 3,536
 110,544
 71,614
 117,002
 xxx
 xxx
 7,591
 35,470
 xxx
 xxx
Other, including
consolidating eliminations
 N/A
 N/A
 xxx
 N/A
 N/A
 N/A
 (853) N/A
 xxx
 xxx
 N/A
 20,061
 xxx
 xxx
                             
Total $253,176
 $5,450,562
 xxx
 $232,841
 $692,652
 $731,880
 $332,600
 $679,206
 xxx
 xxx
 $98,919
 $172,871
 xxx
 xxx
____________________
N/A - Not applicable.

See accompanying Report of Independent Registered Public Accounting Firm.

F-107





F-107





SCHEDULE IV

HORACE MANN EDUCATORS CORPORATION

REINSURANCE

(Dollars$ in thousands)

      Column A       Column B  Column C  Column D Column E  Column F
     Ceded to  Assumed    Percentage
  Gross  Other  from Other Net  of Amount
  Amount  Companies  Companies Amount  Assumed to Net
                 
Year ended December 31, 2014                     
Life insurance in force $15,800,701  $3,360,016   $-  $12,440,685   - 
Premiums                     
Property and casualty $599,230  $21,157   $3,755  $581,828   0.6%
Annuity  25,540   -    -   25,540   - 
Life  114,511   6,119    -   108,392   - 
                      
Total premiums $739,281  $27,276   $3,755  $715,760   0.5%
                      
Year ended December 31, 2013                     
Life insurance in force $15,102,466  $3,231,421   $-  $11,871,045   - 
Premiums                     
Property and casualty $582,780  $24,260   $3,434  $561,954   0.6%
Annuity  22,575   -    -   22,575   - 
Life  112,139   5,730    -   106,409   - 
                      
Total premiums $717,494  $29,990   $3,434  $690,938   0.5%
                      
Year ended December 31, 2012                     
Life insurance in force $14,632,272  $3,070,951   $-  $11,561,321   - 
Premiums                     
Property and casualty $566,853  $23,954   $3,440  $546,339   0.6%
Annuity  21,794   -    -   21,794   - 
Life  108,074   5,680    -   102,394   - 
                      
Total premiums $696,721  $29,634   $3,440  $670,527   0.5%

 

Note:Premiums above include insurance premiums earned and contract charges earned.

See accompanying Report of Independent Registered Public Accounting Firm.

           
Column A Column B Column C Column D Column E Column F
  
Gross
Amount
 
Ceded to
Other
Companies
 
Assumed
from Other
Companies
 
Net
Amount
 
Percentage
of Amount
Assumed to Net
      
           
Year ended December 31, 2017  
  
  
  
  
Life insurance in force $17,564,270
 $4,295,412
 $
 $13,268,858
 
Premiums          
Property and Casualty $658,960
 $15,337
 $4,640
 $648,263
 0.7%
Retirement 28,003
 
 
 28,003
 
Life 125,136
 6,699
 
 118,437
 
           
Total premiums $812,099
 $22,036
 $4,640
 $794,703
 0.6%
           
Year ended December 31, 2016  
  
  
  
  
Life insurance in force $17,025,125
 $4,065,449
 $
 $12,959,676
 
Premiums          
Property and Casualty $632,372
 $16,179
 $4,321
 $620,514
 0.7%
Retirement 24,937
 
 
 24,937
 
Life 120,342
 6,647
 
 113,695
 
           
Total premiums $777,651
 $22,826
 $4,321
 $759,146
 0.6%
           
Year ended December 31, 2015  
  
  
  
  
Life insurance in force $16,504,539
 $3,625,946
 $
 $12,878,593
 
Premiums          
Property and Casualty $610,347
 $18,548
 $4,159
 $595,958
 0.7%
Retirement 25,378
 
 
 25,378
 
Life 117,073
 6,529
 
 110,544
 
           
Total premiums $752,798
 $25,077
 $4,159
 $731,880
 0.6%
____________________ 
Note:    Premiums above include insurance premiums earned and contract charges earned.
 

HORACE MANN EDUCATORS CORPORATION

EXHIBITS

To

FORM 10-K

For the Year Ended December 31, 2014

VOLUME 1 OF 1 












F-108

The following items are filed as Exhibits to Horace Mann Educators Corporation's ("HMEC") Annual Report on Form 10-K for the year ended December 31, 2014. Management contracts and compensatory plans are indicated by an asterisk (*).

EXHIBIT INDEX

Exhibit
No. Description

(3) Articles of incorporation and bylaws:
3.1Restated Certificate of Incorporation of HMEC, filed with the Delaware Secretary of State on June 24, 2003, incorporated by reference to Exhibit 3.1 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2003.

3.2Form of Certificate for shares of Common Stock, $0.001 par value per share, of HMEC, incorporated by reference to Exhibit 4.5 to HMEC's Registration Statement on Form S-3 (Registration No. 33-53118) filed with the SEC on October 9, 1992.

3.3Bylaws of HMEC, incorporated by reference to Exhibit 3.2 to HMEC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003.
(4)Instruments defining the rights of security holders, including indentures:

4.1Indenture, dated as of June 9, 2005, between HMEC and The Bank of New York Mellon Trust Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee), incorporated by reference to Exhibit 4.1 to HMEC's Current Report on Form 8-K dated June 6, 2005, filed with the SEC on June 9, 2005.

4.1(a)First Supplemental Indenture, dated as of June 9, 2005, between HMEC and The Bank of New York Mellon Trust Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee), incorporated by reference to Exhibit 4.2 to HMEC’s Current Report on Form 8-K dated June 6, 2005, filed with the SEC on June 9, 2005.

4.1(b)Form of HMEC 6.05% Senior Notes due 2015 (included in Exhibit 4.1(a)).

4.1(c)Second Supplemental Indenture, dated as of April 21, 2006, between HMEC and The Bank of New York Mellon Trust Company, N.A., as trustee (formerly JPMorgan Chase Bank, N.A. was trustee), incorporated by reference to Exhibit 4.3 to HMEC’s Current Report on Form 8-K dated April 18, 2006, filed with the SEC on April 21, 2006.

-1-

Exhibit
No.       Description

4.1(d)Form of HMEC 6.85% Senior Notes due April 15, 2016 (included in Exhibit 4.1(c)).

4.2Certificate of Designations for HMEC Series A Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 4.3 to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.
(10)Material contracts:

10.1Amended and Restated Credit Agreement dated as of July 30, 2014 among HMEC, certain financial institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014.

10.2*Horace Mann Educators Corporation Amended and Restated 2002 Incentive Compensation Plan (“2002 Incentive Compensation Plan”), incorporated by reference to Exhibit 10.2 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.

10.2(a)*Specimen Employee Stock Option Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 14, 2002.

10.2(b)*Revised Specimen Employee Stock Option Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.6(b) to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009.

10.2(c)*Specimen Regular Employee Stock Option Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(b) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 14, 2002.

10.2(d)*Specimen Employee Restricted Stock Unit Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.6(d) to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.

10.2(e)*Revised Specimen Employee Restricted Stock Unit Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.6(f) to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009.

-2-

Exhibit
No. Description

10.2(f)*Specimen Non-employee Director Restricted Stock Unit Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.6(e) to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.

10.2(g)*Revised Specimen Non-employee Director Restricted Stock Unit Agreement under the 2002 Incentive Compensation Plan, incorporated by reference to Exhibit 10.6(h) to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009.

10.3*HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 1 (beginning on page E-1) to HMEC’s Proxy Statement, filed with the SEC on April 9, 2010.

10.3(a)*Amendment No. 1 to the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 1 (beginning on page E-1) to HMEC’s Proxy Statement, filed with the SEC on April 9, 2012.

10.3(b)*Specimen Incentive Stock Option Agreement for Section 16 Officers under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.

10.3(c)*Specimen Incentive Stock Option Agreement for Non-Section 16 Officers under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(b) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.

10.3(d)*Specimen Employee Service-Vested Restricted Stock Units Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(c) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.

10.3(e)*Specimen Employee Performance-Based Restricted Stock Units Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.7(d) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011.

10.3(f)*Specimen Non-Employee Director Restricted Stock Unit Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 10.17(a) to HMEC’s Current Report on Form 8-K dated May 27, 2010, filed with the SEC on June 2, 2010.

-3-

Exhibit
No.       Description

10.4*Horace Mann Supplemental Employee Retirement Plan, 2002 Restatement, incorporated by reference to Exhibit 10.1 to HMEC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002.

10.5*Horace Mann Executive Supplemental Employee Retirement Plan, 2002 Restatement, incorporated by reference to Exhibit 10.2 to HMEC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002.

10.6*Amended and Restated Horace Mann Nonqualified Supplemental Money Purchase Pension Plan, incorporated by reference to Exhibit 10.9 to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009.

10.7*Summary of HMEC Non-Employee Director Compensation, incorporated by reference to Exhibit 10.11 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014.

10.8*Summary of HMEC Named Executive Officer Annualized Salaries, incorporated by reference to Exhibit 10.12 to HMEC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 9, 2014.

10.9*Form of Severance Agreement between HMEC, Horace Mann Service Corporation (“HMSC”) and certain officers of HMEC and/or HMSC, incorporated by reference to Exhibit 10.13 to HMEC’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 28, 2013.

10.9(a)*Revised Schedule to Severance Agreements between HMEC, HMSC and certain officers of HMEC and/or HMSC, incorporated by reference to Exhibit 10.13(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014.

10.10*HMSC Executive Change in Control Plan, incorporated by reference to Exhibit 10.15 to HMEC’s Current Report on Form 8-K dated February 15, 2012, filed with the SEC on February 22, 2012.

10.10(a)*HMSC Executive Change in Control Plan Schedule A Plan Participants.

10.11*HMSC Executive Severance Plan, incorporated by reference to Exhibit 10.16 to HMEC’s Current Report on Form 8-K dated March 7, 2012, filed with the SEC on March 13, 2012.

-4-

Exhibit
No.      Description

10.11(a)*First Amendment to the HMSC Executive Severance Plan, incorporated by reference to Exhibit 10.16(a) to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 9, 2012.

10.11(b)*HMSC Executive Severance Plan Schedule A Participants.

10.12*Letter of Employment between HMSC and Marita Zuraitis effective May 13, 2013, incorporated by reference to Exhibit 10.18 to HMEC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 8, 2013.
(11)Statement regarding computation of per share earnings.
(12)Statement regarding computation of ratios.
(21)Subsidiaries of HMEC.
(23)Consent of KPMG LLP.
(31)Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1Certification by Marita Zuraitis, Chief Executive Officer of HMEC.
31.2Certification by Dwayne D. Hallman, Chief Financial Officer of HMEC.
(32)Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1Certification by Marita Zuraitis, Chief Executive Officer of HMEC.
32.2Certification by Dwayne D. Hallman, Chief Financial Officer of HMEC.
(99)Additional exhibits

99.1Glossary of Selected Terms.

-5-

Exhibit
No.      Description
(101)Interactive Data File

101.INSXBRL Instance Document

101.SCHXBRL Taxonomy Extension Schema

101.CALXBRL Taxonomy Extension Calculation Linkbase

101.DEFXBRL Taxonomy Extension Definition Linkbase

101.LABXBRL Taxonomy Extension Label Linkbase

101.PREXBRL Taxonomy Extension Presentation Linkbase

-6-