2014-11-14T07:10:59-06:00 2013-12-31 861065772 Deloitte Tax LLP 250 East Fifth Street Suite 1900 Cincinnati OH 45202 990 2013-01-01 237376679 American Mutual Share Insurance Corporation AMER 6147641900 5656 Frantz Road Dublin OH 430172599 Curtis L Robson VP Finance/Sec & Treasurer 6147641900 2014-11-13 1 Cody Cain P00902498 5137847100 2013 2015-11-30 17:44:51Z American Share Insurance Dennis R Adams 5656 Frantz Road Dublin OH 430172599 12282348 0 X www.americanshare.com X 1974 OH Provide primary and excess share (deposit) insurance exclusively to credit unions. 6 5 34 0 1343039 -642044 0 0 0 0 2285773 1823395 11962941 10458953 14248714 12282348 0 0 0 0 3997230 4220423 0 0 0 8860331 6441001 12857561 10661424 1391153 1620924 229637859 236145031 39689621 41391898 189948238 194753133 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 10661424 9115914 American Share Insurance (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 150 member credit unions in 9 states were served by ASI in 2013 and the aggregate number of individual members in those credit unions insured by ASI is estimated to be approximately 1.3 million. 10661424 0 0 1 1 0 0 0 0 0 1 1 0 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 53 0 1 34 1 1 1 0 0 0 0 0 X 6 5 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 0 0 OH X Curt Robson CO American Share Insurance 6147641900 5656 Frantz Road Dublin OH 430172599 Dennis R Adams President/CEO 45.00 10.00 X X 579974 0 147951 Craig M Bradley Director 1.00 1.00 X 15500 0 0 Eric D Estes Director 1.00 0.00 X 15500 0 0 Joseph S Fuller end 1213 Director 1.00 0.00 X 13500 0 0 William A Herring Director 1.00 0.00 X 16000 0 0 Bruce A Ingraham end 413 Director 1.00 0.00 X 5000 0 0 Janice L Thomas Director 1.00 0.00 X 15500 0 0 Kevin W Willour start 413 Director 1.00 0.00 X 10000 0 0 Curtis L Robson VP Finance/Secretary & Treasurer 45.00 10.00 X 299487 0 120249 Kurt G Kluth VP Information Technology 45.00 10.00 X 181521 0 40883 Kurt R Loose VP Examinations & Insurance 45.00 10.00 X 257665 0 41671 Lori L Solberg VP Sales/Marketing 45.00 10.00 X 168571 0 33352 David T Rudischum Director Special Actions 45.00 5.00 X 124566 0 12880 Mary E Barton Controller 45.00 10.00 X 121402 0 13802 1824186 0 410788 7 0 1 0 Deloitte & Touche 180 East Broad Street Suite 1400 Columbus OH 432153763 Audit and Tax 238794 G Duane Welsh 10104 Brewster Lane Suite 150 Powell OH 43065 Legal/Consulting 156502 Lionel Sawyer & Collins 300 S 4th Street Las Vegas NV 89101 Legal 130004 Towers Watson 8400 Normandale Lake Blvd Ste 170 Minneapolis MN 55437 Actuarial Services 122000 4 1823395 1823395 Primary Ins. Premiums 524298 8982999 8982999 Management Fees 541610 1107700 1107700 Excess Ins. Premiums 524298 210339 210339 157915 132915 25000 10458953 12282348 9115914 1343039 1823395 1962324 1962324 1603300 1603300 205195 205195 251406 251406 198198 198198 178188 178188 432460 432460 75244 75244 354193 354193 128891 128891 124402 124402 524421 524421 123658 123658 134237 134237 Losses Incurred 3666000 3666000 Lobbying & Consulting 418332 418332 Other Insurance Expense 280975 280975 10661424 10661424 0 0 34125075 32703385 7602323 4101964 622670 551950 182653 163773 2725389 1996870 750878 728519 159715897 170975819 21119205 21314098 5519158 5605523 229637859 236145031 2974621 4230898 36715000 37161000 39689621 41391898 X 0 0 155520266 158509344 34427972 36243789 189948238 194753133 229637859 236145031 X 1620924 194890 2989081 X X 0 1 X 1 0 0 9900 9900 1 California CU League PAC 2855 E Guasti Road Suite 500 Ontario CA 917611250 942329967 6800 0 California CU League PAC - Independent Expense Account 2855 E Guasti Road Suite 500 Ontario CA 917611250 942329967 3100 0 1 1 0 Part I-C: American Mutual Share Insurance engages political campaign activities and lobbying that is limited, not a primary activity and is related to its exempt purpose. 164984 164984 1221320 822426 398894 1339085 1174444 164641 728519 Investment in Subsidiary 21314098 F 21314098 Loss Reserves 37121000 Loss Adjustment Expense 40000 37161000 X 12067122 0 12067122 172179 43047 215226 12282348 10446198 0 10446198 172179 43047 215226 10661424 Part X, Line 2: Per 2013 financial statement disclosures: 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, 2013, ASI has unrelated business income tax (UBIT) loss carryforwards of approximately $12,937,000 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, 2013, the Company is not aware of, and has no accruals for, any uncertain tax positions. Part XI, Line 4b - Other Adjustments: Commission Gross-up 1,700. Depreciation on Building 41,347. Part XII, Line 4b - Other Adjustments: Commission Gross-up 1,700. Depreciation on Building 41,347. X X 1 1 X X X X 0 1 0 Dennis R Adams President/CEO 369384 0 69190 0 141400 0 139727 0 8224 0 727925 0 118162 0 Curtis L Robson VP Finance/Secretary & Treasurer 233609 0 46000 0 19878 0 105573 0 14676 0 419736 0 0 0 Kurt G Kluth VP Information Technology 152713 0 16000 0 12808 0 26910 0 13973 0 222404 0 0 0 Kurt R Loose VP Examinations & Insurance 166868 0 26000 0 64797 0 28161 0 13510 0 299336 0 51092 0 Lori L Solberg VP Sales/Marketing 154731 0 12500 0 1340 0 25873 0 7479 0 201923 0 0 0 Part I, Line 1a 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 anytime 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. 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 reimbursements are reported as taxable compensation to employees in their Form W-2. None of the listed persons in Part VII received health club reimbursements in 2013. 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 2013 was $17,500. 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 2013, the following officers participated in the 457(f) Plan and are shown along with the Company's 457(f) Plan contributions and any amount paid out during the year. - Dennis R. Adams: $17,500 457(f) Deferral by the Company & $118,161 Paid to Participant - Curtis L. Robson: $17,500 457(f) Deferral by the Company & $0 Paid to Participant - Kurt G. Kluth: $17,500 457(f) Deferral by the Company & $0 Paid to Participant - Lori L. Solberg: $17,500 457(f) Deferral by the Company & $0 Paid to Participant - Kurt R. Loose: $17,500 457(f) Deferral by the Company & $51,091 Paid to Participant 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. No amounts were paid under the Agreements in 2013. 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 Paticipating 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 obligations 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 not 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(H)). 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 11 The Form 990 was provided to the Company's Board of Directors as part of their advance management package for the telephonic Board meeting that occurred prior to filling 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 responses is submitted to the Company's Board for their review and consideration, which was last done on February 28, 2014. 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 7, 2012 and August 19, 2014, 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 2011 and 2013, 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 December 3, 2013 (for establishment of 2014 salary and 2013 bonus award); prior to that, an annual review was performed by the Committee on December 4, 2012 (for establishment of 2013 salary and 2012 bonus award). The CEO performed an annual performance review for all officers and annual salary and bonus determinations in early 2014/December 2013 and early 2013/December 2012. Form 990, Part VI, Section C, line 19 Any documents open for public inspection are available upon request. Form 990, Part XI, line 9: Net Change in Participating Credit Union's Capital Contributions 2,989,081. Form 990, Part XII, Lines 2a & 2b: Explanation of financial statements: The Company is the parent company of a consolidated group and had an annual independent audit performed by an independent accountant as of December 31, 2013 of its GAAP-basis consolidated financial statements, as well as a company-only (unconsolidated stand-alone) audit performed of its statutory-basis financial statements as of December 31, 2013. The Company has an Audit Committee of the whole Board of Directors that is responsible for the oversight of all of the Company's internal and independent audit activities and annually selects and appoints an independent audit firm. Form 990, Part XI, Line 5: Other Adjustments to net assets or fund balances: The increase in fund balances of $3.183 million on Line 5 of Part XI, primarily represents a gross receivable of approximately $4.1 million (collected in the first quarter of 2014) for the Company's increase in its capitalization deposits due to growth in underlying credit union shares (all primary insured credit unions must maintain a capitalization deposit with the Company equal to 1.3% of its total shares capitalization rate which is billed annually at calendar year end, net of capitalization deposit refunds due for those credit unions whose shares declined during the year). This would be offset by a payable of $580 thousand for the Company's decrease in its capitalization deposits due to shrinkage in underlying credit union shares, so the net receivable is approximately $3.5 million. Also, the fund balance separately decreased (net) $0.5 million due to credit unions departing the fund in 2013 and increased $195 thousand due to unrealized gain from the earnings of the Company's wholly-owned subsidiary. These changes are approximately $3.2 million net increase in the fund balance. Excess Share Insurance Corporation 5656 Frantz Road Dublin OH 430172599 311383517 Insurance OH N/A C 175896 50662638 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 L 1106000 Cost Sharing Allocation Agreement Excess Share Insurance Corporation Q 1319996 Cost Sharing Allocation Agreement