SEC Filing | Employers Holdings, Inc.

View:

Download DOC

Download PDF

Download XLS

form8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 29, 2008

EMPLOYERS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

_____________________

NEVADA (State or Other Jurisdiction of Incorporation)	001-33245 (Commission File Number)	04-3850065 (I.R.S. Employer Identification No.)
9790 Gateway Drive Reno, Nevada 89521 (Address of Principal Executive Offices)		89521 (Zip Code)
Registrant's telephone number including area code: (888) 682-6671
No change since last report (Former Name or Address, if Changed Since Last Report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

In connection with a presentation by senior management of Employers Holdings, Inc. (the "Company") at the 33rd Annual Conference of The Association of Insurance and Financial Analysts, the Company is disclosing certain information (the "Disclosed Information").

Statements made in the Disclosed Information which are not historical are forward-looking statements that reflect management's current views with respect to future events and performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical fact. Such statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See "Forward-looking Statements" in the Disclosed Information.

A copy of the Disclosed Information is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth under "Item 7.01 Regulation FD Disclosure" and Exhibit 99.1 is intended to be furnished pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

99.1 Presentation Materials

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPLOYERS HOLDINGS, INC


By:	/s/ Lenard T. Ormsby
Name:		Lenard T. Ormsby
Title:		Executive Vice President, Chief Legal Officer and General Counsel

Dated: February 29, 2008

Exhibit Index

Exhibit No.	Exhibit

99.1	Presentation Materials

exhibit99-1.htm

Exhibit 99.1

The Association of Insurance

and Financial Analysts

33rd Annual Conference

March, 2008

This slide presentation is for informational purposes only. It should be read in conjunction with our Form 10-K for the year 2006, our Form 10-Q for the
quarters of 2007 and our Form 8-Ks filed with the Securities and Exchange Commission (SEC), all of which are available on the “Investor Relations”
section of our website at www.employers.com.

Non-GAAP Financial Measures

In presenting Employers Holdings, Inc.’s (EMPLOYERS) results, management has included and discussed certain non-GAAP financial measures, as
defined in Regulation G. Management believes these non-GAAP measures better explain EMPLOYERS results allowing for a more complete
understanding of underlying trends in our business. These measures should not be viewed as a substitute for those determined in accordance with GAAP.
The reconciliation of these measures to their most comparable GAAP financial measures is included in this presentation or in our Form 10-K for the year
2006, our Form 10-Q for the quarters of 2007 and our Form 8-Ks filed with the Securities and Exchange Commission (SEC) and available in the “Investor
Relations” section of our website at www.employers.com.

Forward-looking Statements

This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements include statements regarding anticipated future results and can be identified by the fact that they do not relate strictly to historical or
current facts. They often include words like "believe”, "expect”, "anticipate”, "estimate" and "intend" or future or conditional verbs such as "will”, "would”,
"should”, "could" or "may”. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures,
changes in the interest rate environment, general economic conditions, and legislative and regulatory changes that could adversely affect the business of
EMPLOYERS and its subsidiaries. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are
expressly qualified in their entirety by these cautionary statements.

All forward-looking statements made in this presentation, related to the anticipated acquisition of AmCOMP, Inc. or otherwise, reflect EMPLOYERS
current views with respect to future events, business transactions and business performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from
those set forth in these statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any of the
conditions of closing, including the failure to obtain AmCOMP stockholder approval or any required regulatory approvals; the risks that EMPLOYERS and
AmCOMP's businesses will not be integrated successfully; the risk that EMPLOYERS will not realize estimated cost savings and synergies; costs relating
to the proposed transaction; and disruption from the transaction making it more difficult to maintain relationships with customers, employees, agents or
producers. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.

Copyright © 2007 EMPLOYERS. All rights reserved. EMPLOYERS and America’s small business insurance specialists are registered trademarks
of Employers Insurance Company of Nevada. Workers’ compensation insurance and services are offered through Employers Compensation
Insurance Company and Employers Insurance Company of Nevada.

Safe Harbor Disclosure

	Compelling Transactions	6
	Expands EMPLOYERS Geographic Footprint	7
	Diversifies EMPLOYERS Geographic Footprint	8

Corporate Overview and Operations
	Overview	1
	Geographic Footprint	2
	Key Strengths	3
	Strategies	4
	Acquisition of AmCOMP - Key Terms	5

Financial Results
	Four Key Elements of our Financial Strength	10
	Financial Snapshot	11
	Capital Management	12
SUMMARY
	Summary	14
APPENDIX
	Disciplined Underwriting - Five Basic Elements	16
	Focus on Low to Medium Hazard Groups	17
	Strategic Distribution Partners	18
	Loss Portfolio Transfer (LPT)	19
	Selected Operating Results	20
	Earnings and EPS	21
	Underwriting Profitability	22
	Investment Portfolio	23

Contents Page< /font>

Corporate Overview

Business

· Specialty provider of workers’ compensation insurance

– 18th largest private writer in the U.S. (1)

– 8th largest private writer in California (1)

– 2nd largest writer in Nevada (1)

Geographic

· Focused in Western U.S. - direct premiums written at 12/31/07

– 72% in California

– 17% in Nevada

– 11% in nine other states

Customers

· Small businesses in low-to-medium hazard industries

· Distribution through independent agents and strategic partners

· 33,699 policies in force at 12/31/07, 13.3% growth rate since 12/31/06

· Average annual policy premium of approximately $10,000

(1) Based on “One-Year Premium and Loss Study,” United States., California and Nevada, A.M. Best Company, 2006

Overview

2000

2002

2006

2007

RECENT STATES

Florida, Oregon,
Texas, Arizona and
Illinois = 1.7%

Direct Premiums Written (%) at 12/31/07

Geographic Footprint

Key Strengths

• Established enterprise with 95 year operating history

• Focused operations and disciplined underwriting - target an attractive
and underserved market segment with growth opportunities

• Unique and long-standing strategic distribution relationships

• Financial strength and flexibility - strong balance sheet and conservative
reserving

• Experienced management team with deep knowledge of workers’
compensation insurance

Focus on
Profitability

· Target attractive, underserved small business market

· Maintain disciplined risk selection, underwriting and
pricing

Pursue
Organic
Growth
Opportunities

· Expand in current markets and in our new states

· Leverage infrastructure, technology and systems

· Utilize existing and new strategic distribution partners

Optimize
Capital
Structure

· Invest in operations and manage capital prudently

· Consider opportunistic strategic transactions

· Return capital to shareholders

Strategies

23%

Consideration /
Financing

· $12.50 per share, $194 million equity value, $230 million
including assumed debt

· 100% cash consideration

· Expected financing sources: combination of debt and cash

Timing

· Announced 1/10/08

· Estimated closing: 2Q 2008

· Subject to regulatory approvals and AmCOMP shareholder vote

Acquisition of AmCOMP - Key Terms

Acquisition of AmCOMP - Compelling Transaction

Written Premium by State: $175 M

AmCOMP % of Direct Premiums Written, 09/30/07

Wisconsin

Texas

Florida

Other

29%

13%

14%

Indiana

Tennessee

Georgia

Kentucky

13%

Illinois

• Excellent strategic fit

– Mono-line workers’ compensation
company, disciplined underwriting, small
to mid-sized businesses

• Immediate premium volume growth

– 18 states

– Average premium size $24,000 at
9/30/07

– Over 900 independent agencies

• Increased scale

– Diversified earnings base

• Meaningful synergies

– $10 million annual pre-tax cost savings
achievable by 2010

• Elimination of public company
expenses, systems integration,
lower reinsurance costs

• Financial benefits

– Efficient use of capital and debt capacity

– Accretive to EPS and ROE in first full
year

AmCOMP

EMPLOYERS

Overlap

Expands EMPLOYERS Geographic Footprint

Pro-Forma Rankings (1)
CA	8
NV	2
FL	10
TX	14
WI	14
Total U.S.	14

(1) By 2006 Direct Premiums Written for states, by 2006 Net Premiums Written for total U.S., A.M. Best

EMPLOYERS

EMPLOYERS + AmCOMP Pro Forma

% of Direct Premiums Written, 09/30/07

California

Indiana
3%

Texas

Other

43%

12%

17%

11%

Wisconsin

Florida

Nevada

California

Nevada

Other

71%

19%

10%

Direct Premiums Written: $ 268 Million

Direct Premiums Written: $ 443 Million

Tennessee
3%

Diversifies EMPLOYERS Geographic Footprint

Financial Results

Surplus of
$698 MM

Conservative
Reserving

High Quality
Investment
Portfolio

Catastrophe
Reinsurance
Program

0.5:1 NPW / Surplus
at 12/31/07

Approximately 93%
fixed maturity with
average rating AA

Coverage up to
$200MM loss

Track record of
reserve strength

Four Key Elements of Our Financial Strength

Net Premium Written (GAAP)

Net Income Before Loss Portfolio Transfer (LPT) (GAAP)

Equity Incl. Deferred Gain - LPT (GAAP)

Statutory Surplus

($ million)

Premium growth has declined due to California rate
decreases

Strong growth provides a solid basis for underwriting

Loss trends and investments are driving net income

Capital management plans include dividends and share
repurchases

Financial Snapshot

Holding Company
Cash Flow

Strong Capital Position

• $804 million GAAP
adjusted equity at
12/31/07

• 0.5:1 NPW/surplus at
12/31/2007

• No debt pre-acquisition

• Reserve strength

Our goal is to drive shareholder value through an improving ROE resulting from (i) profitability
consistent with historical results, (ii) disciplined growth and (iii) prudent capital management

Capital Management Tools

• Shareholder dividends

– $0.06 per share
quarterly dividend

– Four quarters for a
total of $12.3 million

• Share repurchases

– Completed $75 million
on 10/17/2007,
3,911,272 total shares

– $100 million
authorized in February
2008, authorization
through June 30 2009

Capital Management

Summary

• Established enterprise with 95 year operating history

• Focused operations and disciplined underwriting - target an attractive and
underserved market segment with growth opportunities

• Pending acquisition - when closed, immediate growth in premium

• Unique and long-standing strategic distribution relationships

• Financial strength and flexibility - strong balance sheet and conservative reserving

• Experienced management team with deep knowledge of workers’
compensation

Appendix

46.5% statutory loss and LAE ratio as of 12/31/07

Risk Selection

Expertise

Strong

Underwriting

Culture

Focused

Guidelines and

Consistent

Automated

Approach

Disciplined

Underwriting

Local Knowledge

Pricing of

Individual Risks

Five Basic Elements

Disciplined Underwriting

(1) NCCI 2006 Premium Distribution by Hazard Group (as presented at 2007 Annual Issues Symposium).

Our top ten classes are in the lowest four hazard groups and represent 33% of direct premium
written and 42% of in force policies at 12/31/07

Focus on Low to Medium Hazard Groups

• Largest payroll services company in
the U.S. with over 450,000 clients

• Partner since entering California
market in 2002

• Business originated by ADP’s field
sales staff and insurance agency

• “Pay-by-Pay” premium collection

Strategic partners expand market reach and produce business with high persistency

• Largest group health carrier in
California

• Partner since entering California
market in 2002

• Business originated by
Wellpoint’s health insurance
agents

• Single bill to customers

E-chx, Inc.

• Since Q 4 2006

• Specialty provider of
payroll services

Intego Insurance
Services, LLC

• Since Q 4 2007

• Provider of insurance
software services

Strategic Distribution Partners

Contract
$ millions
Total Coverage	$2,000

Original Reserves Transferred	$1,525
Consideration	$ 775
Gain at 1/1/2000	750
Subsequent Reserve Adjustments	(147.5)
Gain at 12/31/2007	$602.5

Accounting at 12/31/07
$ millions
Statutory Surplus Created	$602.5
Cumulative Amortization To Date	(177.5)

GAAP: Deferred Reinsurance Gain - LPT Agreement	$425.0

Loss Portfolio Transfer (LPT)

• Non-recurring transaction with no ongoing cash benefits or charges to current operations

• Retroactive 100% quota share reinsurance coverage for all losses occurring prior to 7/1/95

• Gain on transaction booked as statutory surplus; deferred and amortized under GAAP

Selected Operating Results

(1) Pro Forma EPS for 2006 assumes 50,000,002 shares outstanding before the conversion.

(2) Pro forma basic and diluted EPS computed using the weighted average shares outstanding during the period after the Company’s IPO and assumes the
50,000,002 shares outstanding prior to the IPO.

(3) Basic EPS and Diluted EPS round to the same amount for the periods.

(4) EPS before the impact of the LPT for the period February 5 through December 31, 2007 has not been calculated.

NOTES:

Earnings and EPS

NOTE: Excluding $60.0 million of favorable development in 2007, our loss ratio before LPT would have been 63.8% and our combined
ratio would have been 102.9% We target a combined ratio of 100. The total combined ratio includes three items causing upward pressure:
(1) one shock loss requiring additional reserves; (2) one-time conversion costs; and (3) decreasing earned premium.

_____________________________________________________

Total deferred gain amortization and LPT reserve adjustment of $43.8 million in 2005, $19.4 million in 2006, and $18 million in 2007.

Our recent expense ratios are largely a function of falling California rates.

Net of $1.6 million commutation in the third quarter.

COMBINED RATIO (GAAP and excluding the LPT)	December 31 2005	December 31 2006	December 31 2007

Loss and LAE Ratio	48.3%	33.0%	41.3%
Less: Impact of LPT	10.0%	4.9%	5.2%
Loss and LAE Ratio (excluding LPT)	58.3%	37.9%	46.5%
Commission Expense Ratio	10.7%	12.3%	12.8%
Underwriting and Other Expense Ratio	16.0%	22.3%	26.3%
Combined Ratio (excluding LPT)	84.9%	72.6%	85.6%
Favorable Reserve Development ($ million)	$78.1	$107.1	$60.0 (3)

(1)

(2)

(1)

GAAP

(3)

Underwriting Profitability

Portfolio Mix at 12/31/07

U.S. Treasury

Securities

9.0%

Corporate

Securities

10.8%

U.S. Agency

Securities

7.7%

Tax-exempt

Municipal

Securities

51.9%

Mortgage-backed

Securities

10.5%

Commercial

Mortgage-backed

Securities

2.7%

Asset-backed

Securities

1.2%

Equities

6.2%

• $1.7 billion of investment
securities

- Less than .03% related to

sub-prime

- Less than 6% related to

financials

• Approximately 90% AA rated

• Book yield of 4.37%

• Tax equivalent book yield of
5.37%

• Effective duration of 5.82

• Outsourced to Conning Asset
Management

Investment Portfolio

Analyst Contact:

Vicki Erickson
Vice President, Investor Relations
Employers Holdings, Inc.
(775) 327-2794
verickson@employers.com

9790 Gateway Drive
Reno, NV. 89521-5906
(775) 327-2700

Douglas D. Dirks
President & Chief Executive Officer
Employers Holdings, Inc.

William E. (Ric) Yocke
Chief Financial Officer
Employers Holdings, Inc.