2017-11-14T16:12:43-06:00 2016-12-31 861065772 Deloitte Tax LLP 250 East Fifth Street Suite 1900 Cincinnati OH 45202 990 2016-01-01 237376679 American Mutual Share Insurance Corporation AMER 6147641900 5656 Frantz Road Dublin OH 430172599 Curtis L Robson VP Finance/Sec. & Treas 6147641900 2017-11-14 1 Rebecca Lyons P01487105 5137847100 167.219.88.214 2017-11-14 15:25:30 ES P D417F49A09646B134A9E934E2F39B84513E86D9F D417F49A09646B134A9E934E2F39B84513E86D9F 2016 2021-01-29 14:40:06Z American Share Insurance Dennis R Adams 5656 Frantz Road Dublin OH 430172599 3903952 0 X www.americanshare.com X 1974 OH Provide primary and excess share (deposit) insurance exclusively to credit unions. 7 6 33 0 1384314 -823368 0 0 0 0 1884306 2400752 1341080 1503200 3225386 3903952 0 0 0 0 4562435 4236385 0 0 0 -6771908 -424023 -2209473 3812362 5434859 91590 255704953 269913121 29812082 24631518 225892871 245281603 X To provide primary and excess share (deposit) insurance to credit unions in accordance with its statutory authority under Ohio Revised Code Section 1761, as a member-owned, mutually organized share guaranty corporation, and the nation's largest non-federal insurer of consumer deposits. 0 0 3812362 0 118885 American Mutual Share Insurance Corporation (ASI) provides primary and excess share (deposit) insurance to credit unions under Ohio Revised Code Section 1761, as a member-owned, mutually organized share guaranty corporation, and the nation's largest non-federal insurer of consumer deposits. Approximately 142 member credit unions in 9 states were served by ASI in 2016 and the aggregate number of individual members in those credit unions insured by ASI is estimated to be approximately 1.3 million. 3812362 0 0 1 1 0 0 0 0 0 1 0 1 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 49 0 1 33 1 1 1 0 0 0 0 0 X 7 6 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 0 1 1 OH X Curtis L Robson co American Share Insurance 6147641900 5656 Frantz Road Dublin OH 430172599 Dennis R Adams President/CEO 45.00 10.00 X X 1381952 0 163320 Elizabeth Calderone Director 1.00 0.00 X 16000 0 0 Eric D Estes Director 1.00 0.00 X 16000 0 0 Christine K Haley Director 1.00 0.00 X 3000 0 0 William A Herring Director 1.00 0.00 X 16000 0 0 Darren L Herrmann Director 1.00 0.00 X 7000 0 0 Janice L Thomas Director 1.00 0.00 X 15500 0 0 Kevin W Willour Director 1.00 0.00 X 16000 0 0 Curtis L Robson VP Finance/Secretary/Treasurer 45.00 10.00 X 353441 0 130780 Kurt R Loose VP Examinations & Insurance 45.00 10.00 X 227656 0 44223 Kurt G Kluth VP Information Technology 45.00 10.00 X 206872 0 47954 Mary E Barton Controller 40.00 5.00 X 142377 0 21194 John R Mattson Director Sales/Marketing 40.00 5.00 X 126083 0 19803 Scott J Vaughan Audit Manager 40.00 5.00 X 115415 0 13658 Charles W Roberts Director of Special Actions 40.00 5.00 X 112822 0 14859 Kenneth A Roberts Risk Quality Assurance Manager 40.00 5.00 X 109862 0 9249 Lori L Solberg VP Sales & Marketing 40.00 5.00 X 150486 0 0 3016466 0 465040 11 1 1 0 Emerging MarketingAttache 10 E Weber Road Ste A Columbus OH 432021480 Marketing Consulting 415506 Deloitte & Touche 1950 N Stemmons Freeway Ste 5010 Dallas TX 752844708 Audit and Tax 261795 Towers Watson Delaware Inc 28025 Network Place Chicago IL 606731280 Actuary 173827 G Duane Welsh 10104 Brewster Lane Ste 150 Powell OH 43065 Legal/Consulting 153860 Fennemore Craig PC 2394 East Camelback Rd Ste 600 Phoenix AZ 850163429 Legal 125526 5 2400752 2400752 Management Fees 541610 1166262 1166262 Excess Insurance Premi 524298 209656 209656 Line of Credit Fees 541900 25000 25000 102282 118886 -16604 1503200 3903952 118886 1384314 2400752 2651074 2651074 865509 865509 278361 278361 230454 230454 210987 210987 203802 203802 469732 469732 947803 947803 394989 394989 140917 140917 115633 115633 589100 589100 99954 99954 138430 138430 Lobbying and Consulting 559830 559830 Other Insurance Expense 252787 252787 Losses Incurred-Recover -4337000 -4337000 3812362 3812362 0 0 40660253 50075776 9003628 10102203 4718958 270643 158684 183102 2746248 2212858 574892 533390 173038602 180122221 21728955 22012399 5820981 6613387 255704953 269913121 5631082 4772518 24181000 19859000 29812082 24631518 X 0 0 172780589 191798890 53112282 53482713 225892871 245281603 255704953 269913121 X 91590 278842 19018301 X X 0 1 X 1 0 3000 0 0 3000 3000 1 Nevada Credit Union League PAC (NCUL PAC) c/o Jaron Singleton Boulder Dam CU Boulder City NV 89006 880041996 3000 0 1 1 0 Part I-A, Line 1: American Mutual Share Insurance Corporation engages in political campaign activities and lobbying that is limited, is not a primary activity, and is related to its exempt purpose. In 2016, the Corporation participated indirectly in political campaign activities through contributions to a state-level credit union political action committee (PAC) in Nevada. 121045 121045 1223256 896085 327171 1401947 1316773 85174 533390 Investment in Subsidiary 22012399 F 22012399 Loss Reserves 19819000 Loss Adjustment Expense 40000 19859000 X 3671515 0 3671515 188997 43439 232436 3903951 3579929 0 3579929 188997 43436 232433 3812362 Part X, Line 2: As a tax-exempt organization, ASI is subject to income tax on activities that generate net income unrelated to its tax-exempt purpose of providing primary share insurance to its members. At December 31, 2016, ASI has unrelated business income tax (UBIT) loss carryforwards of approximately $15,235,000 that are available to offset future unrelated business income. No tax benefit has been recognized for these UBIT loss carryforwards since management has determined that none of the tax benefits will be realized. As of December 31, 2016 the Company is not aware of, and has no accruals for, any uncertain tax positions. Part XI, Line 4b - Other Adjustments: Other Depreciation on Building 39,239. Commission Gross-up 4,200. Part XII, Line 4b - Other Adjustments: Other -3. Depreciation on Building 39,239. Commission Gross-up 4,200. X X 1 1 X X X X 0 1 0 Dennis R Adams President/CEO 414756 0 90522 0 876674 0 150441 0 12879 0 1545272 0 843008 0 Curtis L Robson VP Finance/Secretary/Treasurer 268239 0 63000 0 22202 0 114411 0 16369 0 484221 0 0 0 Kurt R Loose VP Examinations & Insurance 188986 0 24000 0 14670 0 34250 0 9973 0 271879 0 0 0 Kurt G Kluth VP Information Technology 170960 0 22000 0 13912 0 32945 0 15009 0 254826 0 0 0 Mary E Barton Controller 129381 0 7000 0 5996 0 9879 0 11315 0 163571 0 0 0 Lori L Solberg VP Sales & Marketing 0 0 0 0 150486 0 0 0 0 0 150486 0 150486 0 Part I, Line 1a First Class Airfare - Under the Company's Board Policy, first class airfare is permitted and paid for by the Company for officers and directors traveling on Company business. Board members may travel first class at any time on Company business, while officers must travel more than three hours one way to be eligible for first class travel on Company business, subject to the approval of the CEO. The benefit is treated as a business expense and is not treated as taxable W-2 compensation. Health Club Dues - Health club dues are reimbursable under the Company's Personnel Policy to all employees for 50% of the dues up to a maximum monthly reimbursement of $50 ($600 per year max) and these reimbursement s are reportable as taxable compensation to employees on their Form W-2. Only one person (President/CEO) of those listed persons on Part VII received health club reimbursements in 2016 in the amount of $134. The amount reimbursed to an employee is included in taxable W-2 compensation. Part I, Line 4b All Company officers are eligible to participate in the Company's 457(f) Deferred Compensation Plan in which the Company makes an annual contribution, in monthly installments, equal to a percentage of the participating officer's elective salary deferral into the Company's separate 457(b) Deferred Compensation Plan, based on the officer's years of service. The maximum amount that could be contributed into the 457(f) Plan for any participant during the 2016 was $18,000. Participants vest every five years, based on their entry date, into a portion or all of the balance in the 457(f) Plan held by the Company for the benefit of the Participant. Vested amounts in the 457(f) Plan are paid out to the officer within 30 days of vesting and reported as taxable compensation in the officer's W-2. During 2016, the following officers received payout amounts from the Company's 457(f) Plans: - Dennis R Adams $53,008 paid out of 457(f) Plan in 2016. - Lori L. Solberg $2,688 paid out of 457(f) Plans in 2016. Two Company officers participate in separate Supplemental Deferred Compensation Agreements (Agreement), structured as 457(f) Plans. The plans pay out a multiple of two-times the officer's salary in 2016 and 2020, respectively. The plans are unfunded and an accrual is recorded by the Company each year. In 2016, $790,000 was paid out of the 457(f) Supplemental Plan to Dennis R. Adams, President/CEO, and a new 457(f) Supplemental Plan was entered into with the executive for five additional years and a future payment of 1.25 times the officer's salary in 2021. Form 990, Part VI, Section A, line 6 The Company has only one class of membership, that of a "Participating Credit Union" as defined under both the Company's Code of Regulations and its governing statute (Ohio Revised Code Section 1761.01(J)). A Participating Credit Union remains in good standing (including its voting rights described below) as long as the Participating Credit Union has paid in full its Capital Contribution or any applicable premiums, fees or assessments (ORC Section 1761.07(F)). Each Participating Credit Union has one vote (ORC Section 1761.07(G)) and each Participating Credit Union has the same privileges, benefits and obligation of participation as all other Participating Credit Unions of the Company (ORC Section 1761.07(E)). Under the Company's Code of Regulations, an annual meeting of Participating Credit Unions is held within 120 days of year end at which meeting each Participating Credit Union may cast one vote in person or by proxy ballot, voting on Directors of the Company. Directors are elected for three-year terms and the terms are staggered so that approximately one-third of the Board seats are up for election each year. The number of Directors shall be set at no less than five (5) and not more than eleven (11) under the Code of Regulations. Participating Credit Unions may also have rights towards any net assets of the Company in the event of a dissolution of the Company, but only after settling any recorded, contingent and contractual liabilities, and all costs of dissolution (ORC Section 1761.10(I)). Form 990, Part VI, Section A, line 7a See Form 990, Part VI, Section A, Line 6 description in Schedule O above. Form 990, Part VI, Section B, line 11b The Form 990 was provided to the Company's Board of Directors as part of their advance management package for the Board meeting that occurred on November 14, 2017 prior to filing the Form and was reviewed in the presence of the CEO and CFO. Form 990, Part VI, Section B, line 12c As part of its Board Policy and Personnel Policy, the Company annually requires each Board Member, member of management and all other Company employees to complete and sign its Annual Acknowledgement of Business Conduct and Ethics and Disclosure of Potential "Conflicts of Interest" form. The completed forms are retained by the Company and a summary of all the responses is submitted to the Company's Board for their review and consideration, which was last done on March 7, 2017. The Policies referred to above and the form itself also require that the Board Member, management member, and/or employee inform the Company promptly in writing of any change in the statement made in the signed forms. All new Directors, management members and employees are required to also complete and sign the form upon their start date. Board Members must abstain from discussion and voting on any matters in which they have reported a potential conflict of interest. Form 990, Part VI, Section B, line 15a The compensation of the CEO is set by the Executive Compensation Committee of the Board ("Compensation Committee or "Committee"), which meets as a committee of the whole Board (excluding the CEO). The Compensation Committee reviews the CEO's performance annually and prepares a formal written review of their findings. The Committee/Board also periodically (generally every two years) obtains an independent salary study, last prepared as of August 31, 2016, by Pay Governance, an affiliate of Towers Watson, which provides salary data for all officer positions and most other Company positions. Once performed and available, the Committee reviews the salary study and accepts it as part of its deliberations, which are documented, along with the Committee's conclusions, in the Compensation Committee minutes. The salary study also provides data on bonuses for different positions, which is used by the Compensation Committee to arrive at the CEO's annual bonus award, if any. The CEO is given authority by the Board, under the Company's Board Policy, to set all other officer and employee salaries and bonus awards, and is subject to guidance provided within the independent salary study that is provided to the Board. During periods in which the independent salary study is not obtained (such as for 2015 and 2017, the off-cycle years), the Company purchases specific salary information for its various positions. The review of the CEO's salary, bonus and other compensation matters was last performed by the Compensation Committee as of November 14, 2016 (for establishment of 2017 salary and 2016 bonus awards), prior to that, an annual review was performed by the Committee on December 8, 2015 (for establishment of 2016 salary and 2015 bonus awards). The CEO performed an annual performance review for all officers and annual salary and bonus determinations in early 2017/December 2016 and early 2016/December 2015. Form 990, Part VI, Section C, line 19 Quarterly financial statements and annual audited financial statements are made available to the Company's members/insured policyholders at its website under the "Policyholders" section. Any documents open for public inspection are also available upon request. Form 990, Part XI, line 9: Net Change in Participating Credit Union's Capital Contributions 19,018,301. Hipereon Business Resource Center LLC 5656 Frantz Road Dublin OH 43017 813548197 Education/Marketing OH Unrelated -13802 486198 1 1 0.33330 Excess Share Insurance Corporation 5656 Frantz Road Dublin OH 430172599 311383517 Insurance OH American Mutual Share Insurance Corporation C 2256494 52360897 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 Excess Share Insurance Corporation Q 1491782 Cost Sharing Allocation Agreement Excess Share Insurance Corporation L 1166262 Cost Sharing Allocation Agreement