... FOCUSED,
FROM OUR
PERSPECTIVE
& PASSIONATE.
INNOVATIVE,
2 0 1 4 S H A R E H O L D E R A N N U A L R E P O R T
... FOCUSED,
WE ARE...
INNOVATIVE,
& PASSIONATE.
2 0 1 4 S H A R E H O L D E R A N N U A L R E P O R T
... FOCUSED,
INNOVATIVE,
& PASSIONATE.
2 0 1 4 S H A R E H O L D E R A N N U A L R E P O R T
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
At Crawford & Company®, we are staying
FOCUSED on our long-term strategy while
continuing to strengthen and diversify our
business. Above all else, we listen to our clients
while developing world-class technology and
new INNOVATIVE solutions as part of
The Crawford Solution™. Our employees are
dedicated and PASSIONATE about delivering
exceptional customer service.
T A B L E O F C O N T E N T S
01 The Crawford Solution™
24 Passionate
02 Shareholder Message
04 Financial Highlights
06 A Global Perspective
13 Focused
18 Innovative
28 Community Involvement
30 Vision, Values, Culture
31 2014 Awards
32 Condensed Consolidated Financial Statements
38 Directors and Global Executive Management Team
/ 0 1
The Crawford Solution™
The Crawford Solution maximizes Crawford's global resources, delivers industry-
leading quality and efficiency, and integrates our portfolio of businesses, all of
which helps clients understand the ways Crawford can assist their companies to
become more efficient and profitable.
CL AIMS SERVICES
BUSINESS PROCESS
OUTSOURCING
CONSULTING
With the broadest array of services in
the industry, Crawford can administer
virtually any claim function.
We can deliver Business Process
Outsourcing (BPO) programs for all
aspects of claims management.
We offer and design strategic
assessments for streamlined and
cost-effective solutions for clients.
Accident & Health, Catastrophe Services,
Disability and Leave Management, Financial
Risks, Large, Complex Losses, Liability,
Marine & Aviation/Transportation, Motor/Auto,
Product Recall, Property, Recovery, Workers
Compensation/Employer’s Liability.
Affinity Solutions, Claims Administration,
Legal Settlement Administration,
Managed Property Repair, Medical
Management, Risk Management Information
Services, Third-Party Administration.
Analytics, Audit, Counter Fraud Services,
Crawford iQ, Educational Services,
Global Programs, Multinational Services,
Pre- & Post-Loss Services.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
“
OUR FUTURE
REMAINS
VIBRANT
WITH A BROAD
ARRAY OF
OPPORTUNITIES.
”
A Message to Our SHAREHOLDERS,
Crawford made significant progress on many fronts in 2014. We saw improved
performance in our Broadspire® and Americas segments. We entered new
markets and grew our existing market share through two acquisitions that
expanded our global capabilities.
0 2 / 0 3
JEFFREY T. BOWMAN
President and Chief Executive Officer
0 2 / 0 3
We continued to build on our ability to serve multina-
Results from our Legal Settlement Administration seg-
tional clients through enhancements to our Global
ment during 2014 continued to include activity from
Technical Services division. Late in the year, we
the Deepwater Horizon class action settlement project,
launched a global business services center initiative
as well as a number of other meaningful class action
that is expected to enable consistent global response
and bankruptcy matters. Activity related to Deepwater
for clients and produce cost savings for the Company,
Horizon is expected to continue to decline in 2015. As
ultimately benefiting our shareholders.
this project runs off we are actively working to replace
Even considering these strategic successes, 2014
financial results were below expectations. A weak global
third-party claims environment due to an absence of
major weather events led to declines in revenues, net
income and diluted earnings per share, all on a consoli-
dated basis for the year.
these revenues with growth in other legal settlement
product lines.
INVESTING IN GROW TH OPPORTUNITIES
Throughout 2014, Crawford invested in our specialty
markets capabilities, both globally and particularly in
the UK. In July, we announced the purchase of Buckley
The Americas segment grew year over year in 2014,
Scott, a UK-based international construction and engi-
resulting from improvements in our Canadian operations
neering adjusting firm. This acquisition increased our
and continued growth in our North American Contractor
strengths in international construction and engineering
Connection™ managed repair network. We are pleased
in the UK, the London market and internationally.
that growth in the Americas was delivered in a year that
saw no major weather events.
In November, Crawford merged the specialty markets
product offerings into our long-established Global
As mentioned earlier, we were gratified with the improved
Technical Services claims unit in order to build on our
performance accomplished in the Broadspire segment,
history of consistent global service for our large, multi-
which reported steady and significant improvement in
national clients. The resulting Global Technical Services
both revenue and operating profitability throughout
(GTS®) brand is a uniquely positioned leader in large,
2014. Broadspire’s operating earnings were up nearly
complex loss management. The new, revitalized GTS
90 percent over the prior year. We believe the trends in
brand is bolstered with a strong focus in specialty mar-
both revenue growth and profitability are sustainable
kets areas, including energy, marine, aviation, forensic
in Broadspire, and we anticipate continued growth in
accounting and mining business lines for the Lloyd's of
the coming year.
London market.
At the beginning of 2014, we indicated that our Europe,
This merger was augmented in December by the
Middle East, Africa and Asia-Pacific (EMEA/AP)
acquisition of GAB Robins Holdings UK Limited, a loss
segment results would show a decline compared to
adjusting and claims management provider headquar-
2013, when we were finalizing claims arising from the
tered in the UK. This acquisition brings Crawford a wide
2011 catastrophic flood losses in Thailand. For 2014,
portfolio of products, qualified technical experts, an
our EMEA/AP segment operating results reflected a
established client base and a record of financial suc-
lower level of activity, both due to the absence of Thai
cess. The acquisition will enable Crawford to significantly
flood-related claims and a relatively benign global
broaden our claims-handling business across a wide
claims environment that resulted from fewer weather-
range of product lines in the UK, as well as expanding
related events.
our aviation specialty lines claims business.
+90%
In 2014, Broadspire’s operating earnings were up nearly
90 percent over the prior year.
LOOKING FORWARD
Our global management team is aggressively executing on
Crawford is positioned for improved consolidated operating
the strategies set forth in our 2015–2017 Strategic Plan.
performance in 2015, although our bottom-line results
The Plan provides a roadmap for the future while reflect-
will reflect important strategic investments in global
ing our optimism and dedication to success in 2015, and
capabilities and specialty markets. The establishment
our intent to continue to innovate, improve and evolve.
of a Global Business Services Center (GBSC) in Manila,
Philippines this past fall provides a venue for global con-
solidation of certain business functions, shared services,
and currently outsourced processes. This should allow
Crawford to continue to strengthen our client service,
We are acting on opportunities to grow revenue, manage
costs effectively and leverage resources around the
world. With these actions, we are optimistic that our
operating performance will improve in the coming year.
realize additional operational efficiencies, and invest in
CONCLUSION
new capabilities for business growth.
The creation of the GBSC will accelerate the Company’s
long-standing tradition of efficiency in delivering
high-quality services to the insurance industry.
Consolidating our operations allows us to leverage our
collective knowledge and expertise to increase innova-
tion, a strategic priority for Crawford and an essential
part of our success.
I would like to thank our employees for their hard work
and continuous efforts toward exceptional service, our
shareholders for their support, and our clients for the
opportunity to work with each of them. Our future
remains vibrant with a broad array of opportunities,
and our strategic plans reflect optimism, excitement
and dedication to our success in 2015.
Crawford is making progress towards our strategic
Sincerely,
goals of growing our emerging businesses, leveraging
existing customer relationships with new products, and
using technology and business process improvements
to deliver cost advantages. While consolidated sales
and earnings have proven challenging over the past
year as large projects have wound down and the claims
environment has been benign, core revenues and earn-
ings in many of our businesses continue to gain
Jeffrey T. Bowman
meaningful momentum.
President and Chief Executive Officer
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
Financial HIGHLIGHTS
FOR THE YE ARS ENDED DECEMBER 31,
(dollars in millions, per share amounts)
(unaudited)
Revenues Before Reimbursements(1)
Net Income Attributable to Shareholders of Crawford & Company
Cash Provided by Operating Activities
Diluted Earnings per Share—CRDA
Diluted Earnings per Share—CRDB
Return on Average Shareholders’ Investment
2014
2013
$ 1,142.9
$ 1,163.4
$
$
$
$
30.6
6.6
0.57
0.52
$
$
$
$
51.0
77.8
0.93
0.90
16.4 %
30.3 %
Adjusted Diluted Earnings per CRDB
Share on a non-GAAP Basis(1)
Revenues before Reimbursements(1)
($ in millions)
Cases Received
(in thousands)
2
7
.
0
$
3
8
.
0
$
7
8
.
0
$
0
9
.
0
$
2
5
.
0
$
4
.
0
3
0
,
1
$
4
.
5
2
1
,
1
$
7
.
6
7
1
,
1
$
4
.
3
6
1
,
1
$
9
.
2
4
1
,
1
$
9
.
7
2
2
,
1
4
.
7
1
3
,
1
7
.
5
4
3
,
1
8
.
9
2
4
,
1
9
.
4
5
5
,
1
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
Consolidated Operating Earnings(1)
($ in millions)
Net Debt(1)
($ in millions)
Total Cash Dividends Paid
($ in millions)
7
.
5
7
$
6
.
8
7
$
2
.
0
1
1
$
9
.
4
9
$
1
.
3
7
$
8
.
9
2
1
$
6
.
6
3
1
$
2
.
5
9
$
7
.
1
6
$
4
.
4
0
1
$
0
$
9
.
4
$
9
.
9
$
8
.
8
$
7
.
1
1
$
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
(1) Measurements of financial performance not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) should be considered as supplements
to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other
similarly-titled measurements employed by other companies. For additional information about the non-GAAP financial information presented herein, see the Appendix
shown on our website at https://us.crawfordandcompany.com/media/1780033/summaryannualreportappendix.pdf, or scan the QR code.
0 4 / 0 5
Percentage of Total Company Revenue by Business Segment
A M E R I C A S
E M E A & A S I A P A C I F I C
31.5%
30.1%
B R O A D S P I R E
L E G A L S E T T L E M E N T A D M I N I S T R A T I O N
23.5%
14.9%
COMPARISON OF CUMUL ATIVE FIVE-YE AR TOTAL RETURN
● Crawford & Company (Class B) ● S&P 500 Index ● S&P Property-Casualty Insurance Index
The adjacent line graph compares the cumulative return on the Company’s Class B Common Stock against the cumulative total return on (i) the Standard & Poor’s Composite 500 Stock Index and
(ii) the Standard & Poor’s Property & Casualty Insurance Index for the five-year period commencing December 31, 2009 and ended December 31, 2014.
$300
$250
$200
$150
$100
$50
0
2009
2010
2011
2012
2013
2014
This total shareholders’ return model assumes reinvested dividends and is based on a $100 investment on December 31, 2009. We caution you not to draw any conclusions from the data in this per-
formance graph, as past results do not necessarily indicate future performance. The foregoing graph is not, and shall not be deemed to be, filed as part of the Company’s annual report on Form 10-K.
Such a graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any filing of the Company under the Securities Act of 1933, or the Securities
Exchange Act of 1934, except to the extent specifically incorporated by reference therein by the Company.
TOTAL RETURN TO SHAREHOLDERS
(Includes reinvestment of dividends)
COMPANY/INDEX
Crawford & Company (Class B)
S&P 500 Index
S&P Property-Casualty Insurance Index
COMPANY/INDEX
Crawford & Company (Class B)
S&P 500 Index
S&P Property-Casualty Insurance Index
ANNUAL RETURN PERCENTAGE
YEARS ENDING
Dec ’10
Dec ’11
Dec ’12
Dec ’13
Dec ’14
(13.71)
15.06
8.94
83.75
2.11
(0.25)
33.86
16.00
20.11
17.83
32.39
38.29
13.41
13.69
15.74
BASE
PERIOD
INDEXED RETURNS
YEARS ENDING
Dec ’09
Dec ’10
Dec ’11
Dec ’12
Dec ’13
Dec ’14
100
100
100
86.29
115.06
108.94
158.56
117.49
108.67
212.25
136.30
130.52
250.09
180.44
180.50
283.63
205.14
208.91
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
CRAWFORD & COMPANY
Atlanta, Georgia—Headquarters
A GLOBAL
PERSPECTIVE
0 6 / 0 7
EUROPE, MIDDLE EAST, AFRICA
& ASIA PACIFIC (EMEA-AP)
“
The acquisition of GAB Robins at the end of 2014 presents an excellent
opportunity to expand the overall breadth of services in the UK, increase
Global Technical Services (GTS®) revenues and create a powerhouse of
Crawford GTS® adjusters. 2015 promises to be an exciting year as we work
on integration plans to bring the businesses together.
”
— Ian V. Muress
2014 STR ATEGY
In 2014 we took measures to ride out the reduction in weather claims while focusing on strategy. We concentrated our
energies on new initiatives, signed significant deals and worked closer with clients than ever before.
The Lloyd’s and London Market remains a strategic global market and the UK is a key operation for any worldwide
business. We invested in talented professionals to expand across a number of product and specialty lines.
Consistent with our strategy to add world-class GTS adjusters, we acquired Buckley Scott to expand construction and
engineering expertise. This acquisition is fully integrated, winning new business and opening doors to new markets.
Two significant services were launched last year. New Broadspire TPA hubs were created in Singapore, Hong Kong and
Australia allowing us to market the first truly global third party administration (TPA) service. This has paid dividends
as we continue to win TPA contracts based on our global capability. In addition, the UK business launched Contractor
Connection, providing a new way of handling building repair claims in the UK market.
Our focus on clients and their customers led us to design the “Customer Service Experience” initiative to create faster
settlement times, increased satisfaction and higher employee engagement. This project is being rolled out across the
region, has strengthened relationships with clients and created many opportunities.
TOP TALENT
Our talented people are the cornerstone of our business and whilst weather related claims were down, our professionals
dealt with major incidents in Australia, Asia, Europe and UK.
We strengthened our leadership to respond quickly to market conditions, sought out new markets and concentrated on
our clients. The new team is ideally placed to explore new opportunities such as infrastructure in Asia and enhance our
global network as evidenced by our expansion into New Zealand.
Guided by our Strategic Plan, we continue to innovate for sustained competitive advantage. 2015 will be an exciting
period as we expect to roll-out new technologies using advanced techniques to deploy social media to combat fraud.
We also expect to advance our digital media project and expand into the customer self-service environment in 2015.
IAN V. MURESS
Executive Vice President and Chief Executive Officer, EMEA & Asia Pacific
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
AMERICAS
“
We made solid progress towards our strategic goal of creating a Global Technical
Services (GTS®) powerhouse. Combining Specialty Markets into GTS significantly
increased our ability to offer specialized industry services that are key to serving
the London Market and the complex claims market. We also achieved record
claims growth in Canada and record revenues in Contractor Connection.™
— Vince E. Cole
”
STRONG PROGRESS IN THE REGION
In 2014, the Americas segment focused on strategic initiatives to promote growth and increase efficiency. This
segment includes U.S. claims services, Canada, Latin America/Caribbean and Contractor Connection operations.
U.S. claims services improved efficiencies across systems and processes. These included enhanced support
technologies and new platforms, based on Crawford iQ™, our group of proprietary technology systems. One new
technology platform reduced certain claims processing steps by 90 percent and created almost 20 back-office
automated processes related claims activities.
Responding to increasing market demand for emergency contractor services, Contractor Connection released a
technologically enhanced model to increase network response capabilities to respond to catastrophic weather events
that impact homeowners in the United States and Canada. Contractor Connection also launched an enhanced service
model for commercial property repairs ranging from low- to high-severity restoration needs.
Overall, 2014 was a very strong year for the Canadian business; both in record revenue and assignments received.
Even with minimal catastrophe activity, the core business achieved growth. Canada’s specialized businesses—
Contractor Connection, Class Action Services and Appraisal Management—continued to deliver solid performance
and growth.
In Latin America, we reached an agreement with a Swiss reinsurer to handle reinsurance claims across the region.
In Chile, Crawford Affinity adjusted more than 2,800 cases from the Iquique earthquake. Crawford Affinity expanded
to Brazil, and our Brazilian operations were nominated to handle marine road service cases for a U.S.-based insurer.
We also began handling new automobile services claims with a major auto insurer and providing claims adjustment
services for homeowners, condominiums and small businesses for a Germany-based insurer.
We are looking forward to more growth in the Americas in 2015. We will continue to invest in GTS, new product
offerings and expand certain services to more countries. All our operations will benefit from our Global Business
Services Center (GBSC) in Manila, Philippines, which commenced operations in 2014. The GBSC is expected to enable
Crawford to improve service quality, operational efficiency, business growth and cost effectiveness as outlined in our
Strategic Plan.
VINCE E. COLE
Executive Vice President and Chief Executive Officer, Property & Casualty—Americas
0 8 / 0 9
BROADSPIRE
“
Through our earnest efforts and commitment to our goals, we are focused. By
investing in and implementing beneficial new technology and products, we are
innovative. With a genuine concern to help our clients, we are passionate. This
is Broadspire.
”
— Danielle M. Lisenbey
Broadspire is a global Third-Party Administrator (TPA) specializing in servicing the claims needs of corporations,
brokers and insurers who wish to take greater control over the claims process, total loss costs and data capture, as
well as to access meaningful management information. Our team of claims management, clinicians, account manage-
ment and risk management information system (RMIS) professionals has the global reach and local expertise to serve
as a full-service TPA partner. Utilizing a broad suite of leading-edge tools and resources, we develop solutions in areas
such as workers compensation claims management, auto and general liability claims management, medical manage-
ment and disability management programs. Broadspire strives to offer a comprehensive suite of solutions designed to
increase employee productivity while reducing the cost of risk.
GROWING OUR BUSINESS
2014 was an exciting year of growth and progress for Broadspire with our operating earnings nearly doubling that of
the previous year. By developing meaningful partnerships with new clients and maintaining successful relationships
with our existing clients, we continued to build our business. Our efforts realized a 7 percent increase in revenue over
last year from new clients and increased claim volume from existing clients. In the past year, we welcomed new clients
such as Staples, Johnson Controls, CPS Energy, Saks, Extended Stay America and Sanderson Farms, among many
others. We also retained over 92 percent of our existing clients during the year, a key metric in sustainable growth.
ENHANCING OUR TECHNOLOGY AND SERVICES
Broadspire continues to boost efficiencies and capabilities by upgrading technology and analytics with new tools and
enhanced processes. The use of business process management technology that transforms the way we operate. 2014
also saw the expansion of our offerings by introducing disability and leave management services as well as enhanced
product recall and cyber claims management, all of these enhancements have been well received in the industry.
LOOKING AHE AD
As we move forward into 2015 and beyond, we expect to continue to build upon our recent successes through
the continued use and expansion of our new technology as well as our claims and medical management services.
Accelerating our growth, retaining our existing client base, and enhancing our process management are all key drivers
to future success in accomplishing our goals. Arguably, the most important is continuing to engage, train and develop
our employees. As a service organization, you are only as good as those that deliver the service and we believe we
have the best in the industry.
DANIELLE M. LISENBEY
Executive Vice President and Chief Executive Officer, Broadspire
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
LEGAL SETTLEMENT
ADMINISTRATION
“
GCG is a great company with a wealth of talent and resources at its disposal. We
are an industry-leader because we never compromise on our commitment to ser-
vice and to excellence in execution. In 2015, just as in prior years, we recommit
to innovation, service and performance.
”
— David A. Isaac
Garden City Group, LLC (GCG) is a recognized leader in legal administration services for class action settlements, mass
tort matters, bankruptcy cases and legal notice programs. For 30 years, clients and courts have entrusted GCG with
the administration of the most complex class action settlements as well as high-profile bankruptcy and mass tort cases
of national import. GCG has administered over 3,000 cases, processed tens of millions of claims, mailed more than
290 million notices, handled more than 29 million calls and distributed over $37 billion in compensation with demon-
strated accuracy and efficiency. Our industry-leading service offerings include:
• Class Action Services—technology-intensive legal administration services for law firms, courts, special masters, and
corporations to expedite high-volume class action settlements
• Bankruptcy Services—cost-effective, end-to-end solutions to manage bankruptcy administrations, as well as related
reorganization and solicitation services
• Mass Tort Services—customized case intake and settlement administrations for cases involving medical devices,
pharmaceutical products, and toxic waste and environmental catastrophes
• Corporate Back-Office Services—call center services and mailroom support for corporations with administration demands
• Legal Notice Programs—national and international, multi-language legal notice programs
2014 marked yet another successful year for GCG, in which we continued to expand our influence in our industry. For
the second year running, GCG was the only legal administrator to earn AICPA’s (American Institute of Certified Public
Accountants) Service Organization Controls (SOC) 2 Report. This prestigious certification attests that GCG’s claims
administration process controls are designed to meet the rigorous trust services criteria for all five of the AICPA’s Trust
Service Principles.
From a leadership standpoint, we added accomplished communications, technology and finance experts to our Senior
Management team, and Shandarese Garr, a 25-year GCG veteran, assumed the newly created position of Vice
President, Diversity and Inclusion to direct and guide GCG’s focus in this important area. GCG continued to lead the
market in significant matters across all of its service lines and to break into new areas of business that hold exciting
prospects for the future. We anticipate continued success in 2015 as the trend toward larger global legal resolutions
continues and as corporations outsource more of their back-office needs.
DAVID A. ISA AC
Executive Vice President and Chief Executive Officer, Garden City Group, LLC (GCG)
1 0 / 1 1
C L A I M S H A N D L E D I N C O U N T R I E S
C O U N T R I E S W I T H L O C A T I O N S
150+
70+
N U M B E R O F L A N G U A G E S
30+
Our INVESTORS
Crawford is focused on delivering shareholder value and further investing in
developing high growth businesses. Among our 2014 highlights were the
results of our Broadspire and Contractor Connection operations. In both units,
we see opportunities to gain in revenue and earnings in 2015.
WE ARE
FOCUSED ON
LONG-TERM
STRATEGY.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
+92%
Client retention rate in 2014, a key metric in
sustainable growth
1 4 / 1 5
Technology: We continue to make invest-
Global TPA: In 2014, Broadspire responded
New Program: Broadspire launched a
ments in systems around the globe as
to client feedback by creating new strategic
program addressing the issue of physician
well as service enhancements with one
TPA hubs in Canada, Singapore, Hong
dispensing; it’s designed to lower workers
goal in mind: a better claims outcome for
Kong and Australia, cementing its position
compensation medication costs and improve
our clients.
as the world’s first truly global TPA.
safety for injured workers.
BROADSPIRE®
For 2014, Broadspire’s full year operating earnings nearly doubled over
2013, with a 7 percent increase in revenue over prior year on new clients and
increased claims volume from existing clients. We saw a robust sales pipeline
for last year and again into 2015. In August, Broadspire announced that we
would add short-term disability, long-term disability and leave management to
our global portfolio of products. The new suite of products was introduced in the
fourth quarter of 2014. Expanding into disability and leave management comple-
ments our well-established medical management and workers compensation
return-to-work strategies, and reflects the underlying trends around an aging
workforce and federal Affordable Care Act requirements.
In September, Broadspire began operations in the new Global Business Services
Center (GBSC) in Manila, Philippines. The GBSC allows Crawford to continue to
strengthen its client service, realize cost and other operational efficiencies, and
invest in new capabilities for growth.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
New Service: In 2014, Contractor
New Initiative: Contractor Connection
Connection launched a consumer direct
initiated a “Hiring Our Veterans” campaign,
campaign utilizing its 4,800 network mem-
challenging its contractors to hire veterans
ber contractors in an effort to dip into a
and tracking the number of veterans hired
remodeling and home improvement market-
as part of the U.S. Chamber of Commerce
place valued at approximately $150 billion.
Foundation’s “Hiring Our Heroes” campaign.
CONTRACTOR
CONNECTION ™
In 2014, Contractor Connection continued its strong growth. It processes
more than 250,000 repair and renovation assignments annually for commercial
clients and consumers, and these assignment had an estimated value of more
than $1 billion. Last year we launched a consumer home improvement service
in the U.S. Homeowners can now access Contractor Connection’s contractor
network for home improvement services by using our website.
In response to growing insurance market needs during catastrophic events,
Contractor Connection significantly upgraded its ability to respond to weather-
related events by enhancing its catastrophe response network services, which
implements and integrates proprietary technology that links predictive weather
analytics with contractor network coverage to ensure policyholders have access
to contractors when they need it the most.
In June 2014, Contractor Connection hosted its 16th annual Conference & Expo,
with more than 2,900 contractors, insurance carrier representatives and service
provider partners attending the invitation-only three-day event.
1 6 / 1 7
WE ARE
HELPING OUR
CLIENTS BY
DELIVERING
INNOVATIVE
TECHNOLOGY.
Our CLIENTS
From large multinational insurance carriers, brokers and local insurance firms to
many Fortune ® 500 corporations, our clients are demanding increasing efficiencies
in the management of their business. Crawford is delivering. From designing
technological solutions that help our clients achieve their business goals with
ease to adding process improvements that further streamlines efficiency for both
clients and employees, Crawford continually invests in technology to deliver
innovation, speed, automation and analytics.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
TECHNOLOGY
MADE SIMPLE
Crawford provides its clients and employees with the most advanced set of infor-
mation and communication technology (ICT) tools in the industry. These tools are
integrated, flexible and user-friendly. By design, they foster a faster and simpler
workflow environment and deliver forward-thinking, cutting-edge solutions that
E L E M E N T S O F C R A W F O R D i Q
clients value.
Crawford iQ Portal™ – Offers clients a
gateway to access the work we do for them
Crawford iQ Claims Manager™ – Delivers
a vast array of claims management solutions
Crawford iQ Analytics™ – Provides clients
with claims analytics, dashboards and reports
Crawford iQ Mobile™ – Allows claims to
be managed anytime, anywhere on PCs and
mobile devices
As a way to categorize and describe this innovative suite of ICT products and
services, we refer to our systems collectively as Crawford iQ™. Delivered in four
easy offerings, Crawford iQ provides the intelligence that powers The Crawford
Solution™, the most comprehensive global, integrated solution for all corporate,
insurer and re-insurer claims administration.
Crawford iQ simplifies our extensive offering of technological services and pro-
cesses in a way that is easy to understand. This is accomplished by consolidating
our ICT products and services in a meaningful and logical manner according to
their specific function. The goal is to make Crawford’s state-of-the-art technology
approachable, accessible and uncomplicated.
2 0 / 2 1
CRAWFORD BUSINESS PROCESS MANAGEMENT
The Appian Business Process Management Suite, a market-leading technology platform Crawford purchased in 2011,
has radically altered the way we are developing software applications globally, working with business partners and
designing new services and solutions for clients. In addition to the numerous accolades we have received for our
technology, the latest analytics reveal double digit gains in back office efficiencies, in cycle times and productivity.
Our call center operations have been streamlined and employee satisfaction has increased.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
Crawford’s new approach entailed revising all the administrative, operational
and technical processes to reflect the highest priority needs of customers.
The method resulted in faster settlements, increased customer satisfaction
and higher engagement for employees.
“
The feedback from customers has been
fantastic and demonstrates the commer-
cial value of a true supplier partnership.”
KELLY ROBSON
Head of Commercial Claims (Motor & Property) Aviva
COLLABORATE
AND DELIVER
CUSTOMER SERVICE ENHANCEMENTS
At Crawford, innovation means leading the market, with new ideas, new products and new services that help improve
outcomes for our clients and in the case of Aviva, their policyholders.
In the UK, Aviva commercial property claims and Crawford partnered to improve customer satisfaction. Joint teams from
both companies were established to analyze the entire customer journey from the perspective of the customer, looking to
see what improvements could be made to ensure the claims process was completed quickly and efficiently.
The results led not only to an improvement in service and overall performance but also to up-skilling the Aviva in-house
claims teams, enabling them to identify and settle some claims without the need for an external assessment.
As we understood the process in much more detail, we were clearer about where to improve and control effectively, and
we became closer to what really mattered to customers. This close engagement with team members at Crawford and Aviva
encouraged innovative and creative ideas to be shared to ensure the customer was put at the heart of the decision process.
The success of this partnership not only meant an improvement in customer service, faster settlements and higher engage-
ment for employees, it earned a coveted Insurance Times award for Business Partner of the Year.
2 2 / 2 3
52%
The entire process flow was redesigned leading to
significant end-to-end closure time improvement
WE ARE
PASSIONATE
ABOUT OUR
BUSINESS.
Our EMPLOYEES
Employees are the lifeblood of our company. Driven by our shared values and our
Code of Business Conduct and Ethics, we are striving to become the world’s
leading provider of claim services, business process outsourcing and consulting
solutions. The people of Crawford whose efforts have improved our operations on
every dimension warrant significant recognition. Outside of work, our passionate
employees pursue a wide variety of interests often taking time to give back to
their communities in many ways, including our annual Global Day of Service.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
VALUABLE
INSIGHT
OUR TEAM FROM AROUND THE WORLD
These three exceptional employees are just a small sampling of the thousands of outstanding employees on the
Crawford team from around the world. “Be a great place to work” has been a constant initiative and we know a
company is only as great as its people. We believe we have the best people in the industry.
At Crawford, we offer innovative mentoring programs, continue to provide management training opportunities, pro-
mote a continuous learning environment and leverage technology solutions to further enhance employee productivity.
We strive to attract, engage and retain the very best talent in the industry, and the employees pictured here are a
testament of our outstanding employee team.
KAREN FAGG
DELTA AND SUNCORP TEAM LEADER, CRAWFORD AUSTRALIA—8 YEARS
“
I have worked for Crawford in Glasgow and now Sydney, experiencing a
challenging industry at opposite ends of the globe. I enjoy the fact that
every day is different, unpredictable and diverse. I also enjoy being involved
in the local development of Claims Manager iQ and am looking forward to
leading innovative changes within my team and the wider business. ”
2 6 / 2 7
PATRICK BOSSEY
MANAGER, BUSINESS INTELLIGENCE UNIT, CRAWFORD CANADA—7 YEARS
“
I support our clients by providing analysis, synthesis and visualization of
claim and risk data which helps them make more informed business
decisions and hopefully helps them achieve their strategic goals. I try and
understand their business, their needs and their challenges to anticipate
and communicate what information is most useful. I support our clients by
providing them with insightful information.
”
AMEN CHIU
DIRECTOR, CRAWFORD HONG KONG—9 YEARS
“
In today’s fast changing and challenging marketplace we have to design and
implement innovative, value-added and cost-effective solutions for our
clients in order to realize operational efficiencies. I love my job because I
can work with my teammates to service different client needs every day and
help them come up with solutions to their problems.
”
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
50+
Collectively on Crawford’s 6th annual Global Day of
Service, employees volunteered in more than 50 service
projects in 25 countries, including homeless shelters,
food banks, blood drives, animal rescue, nature parks,
and disease research fundraising
COMMUNITY
INVOLVEMENT
GIVING BACK
Crawford’s talented employees pursue wide-ranging interests, often taking time to give back to their communities in a
multitude of unique ways. From serving as directors of non-profit organizations, to initiating fundraising drives, running
marathons, mountain climbing and participating in cross-continent cycling adventures to raise money for charities, we
are visible in our communities and passionate about improving them.
Throughout the world, Crawford supports a number of community initiatives with our time, our talents and our corporate
funds. Through our work, we help people every day. Our employee tradition of volunteerism and service is an equally
strong part of Crawford’s culture. We encourage and support our team to do their part to make the world a better place
at every opportunity that arises.
Expressions of giving back include our U.S. Employee Giving Program, where individuals contribute directly to
employee-selected partners:
• American Cancer Society
• American Heart Association
• American Red Cross
• American Society for the Prevention of Cruelty to Animals
Across the globe, employees go beyond daily responsibilities to help others in need, including individual and collective
support of initiatives. Poland’s Nobel Box Project provides aid for struggling families. Year after year employees across
Canada participate in Relay for Life, Canadian Cancer Society’s largest event. During the past four years Broadspire®,
has raised a cumulative total of $450,000 for SOS Children’s Village—Florida during annual charity golf tournaments.
Italy’s support of “MIA Milano in azione” cares for Milan’s homeless. Cancer Research UK benefits from a number of
employee fundraising and awareness initiatives.
2 8 / 2 9
Partnerships: Crawford Contractor
Global View: We have posted project photos
Going Green: Waterloo’s Crawford team in
Connection partnered with some 20 compa-
on our Crawford social media pages and
Canada was recognized by GREENSHIFT
nies from its U.S. contractor network, work-
we invite you to visit our 2014 Global Day
as “Most Active Green Team” for its
ing alongside our employees for our Global
of Service photo gallery to see more images
advancements toward sustainable strategies
Day of Service. Efforts ranged from home
from service projects around the world.
in reducing negative environmental impacts.
repairs and park clean-ups, to Habitat for
Humanity builds, golf tournament fundraisers,
a clothing drive for veterans, and free dry
cleaning for retirees.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
VALUES
INTEGRITY: Do the right thing, always
QUALITY: What we do, we do well
INNOVATION: Change is constant
COMMUNICATION: Engage and be in the know
LEADERSHIP: Leaders lead
COLLABORATION: Leverage collective genius
ACCOUNTABILITY: If it’s to be, it’s up to me
PASSION: Committed in heart and mind
DIVERSITY: As inclusive as our services
OUR VISION
VALUES AND CULTURE
VISION
Our vision is to be the world’s leading provider of claim services, business process outsourcing and consulting solutions.
We will inspire our organization to develop world-class technology and innovative solutions to clients; to employ the
best and brightest people; and to deliver a strong financial performance.
CULTURE
Crawford & Company employees are innovative, dedicated, hardworking, and reliable. We are resilient, collaborative,
fast-acting, and share a passion to succeed. We hail from more than 70 countries and speak dozens of languages
reflecting the global audience we serve. With ongoing investments in technology and a laser focus on implementation,
our technologists have improved efficiencies and earned industry recognition and awards for their work. Crawford
employs the best and the brightest individuals in the niche markets they serve, specialists who possess unmatched
experience in difficult situations when our clients need us most. After all, at the end of the day we are in business to
help people.
Crawford’s talented employees pursue a wide range of interests often taking time to give back to their communities in a
multitude of unique ways. From serving as directors of non-profit organizations, to initiating fundraising drives, to running
marathons, mountain climbing and participating in cross-continent, off-road cycling adventures to raise money for
charities, we are visible in our communities and passionate about improving them.
3 0 / 3 1
2014 AWARDS
2014 INFORMATIONWEEK ELITE 100
One of the industry's most prestigious awards, the InformationWeek Elite 100 corporate rankings spotlights the
most innovative users of information technology across the nation.
REACTIONS 2014 BEST LATIN AMERICA LOSS ADJUSTMENT FIRM AWARD
The Reactions awards are a unique program of events that reward the achievements and excellence of companies,
teams and individuals from domestic and international insurance, reinsurance and claims management firms.
LOSS ADJUSTER OF THE YEAR AWARD
Crawford Spain won “Loss Adjuster of the Year 2014” award in the category of Fraud Detection at the ICEA
(Cooperative Research between Insurance Companies and Pension Funds) awards after uncovering a significant
deception worth hundreds of thousands of euros.
2014 WFMC AWARDS FOR CASE MANAGEMENT: EXCELLENCE IN CLAIMS MANAGEMENT
SERVICES AWARD
The prestigious 2014 Global Awards for Excellence in Case Management recognize user organizations worldwide
that have demonstrably excelled in implementing innovative solutions.
CIO 100 AWARD 2014
CIO magazine’s editors and judges chose Crawford as one of 100 innovative organizations that uses information tech-
nology effectively to create business value by delivering competitive advantage to the enterprise and enabling growth.
2014 INVESTOR IN CUSTOMERS AWARD (UK)
Crawford & Company UK this year received its first Investor in Customers (IIC) Award, which assesses customer experi-
ence and satisfaction levels across industry. After rigorous assessment where employees, management and clients
were surveyed, IIC judged the Crawford customer service as outstanding.
BUSINESS PARTNER OF THE YEAR AWARD
TRAINING, EXCELLENCE & IMPACT AWARD
Crawford & Company’s The Way We Work project was the foundation for both awards and unified employees and
clients in collaborative work, challenged employees to learn new skills and encouraged open and honest discussion
between all parties. This approach transformed the claims experience for our customers and allowed Crawford to
demonstrate to the judges that when you work towards a common goal that it is easy to add value, settle a claim
quickly and improve the customer’s experience.
GARTNER BUSINESS PROCESS MANAGEMENT (BPM) EXCELLENCE AWARD
Gartner, Inc., named Crawford & Company as one of only three winners of the Gartner Business Process Management
(BPM) Excellence Awards in North America for 2014. Through this awards program, Gartner spotlights excellence
among organizations that take a BPM-centric approach to improving their business performance and have seen
exceptional results from doing so.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share amounts)
FOR THE YEAR ENDED DECEMBER 31,
Revenues from Services:
Revenues before reimbursements
Reimbursements
Total Revenues
Costs and Expenses:
Costs of services provided, before reimbursements
Reimbursements
Total costs of services
Selling, general, and administrative expenses
Corporate interest expense, net of interest income of $781, $768, and
$967, respectively
Special charges and credits
Total Costs and Expenses
Other Income
Income Before Income Taxes
Provision for Income Taxes
Net Income
Net Income Attributable to Noncontrolling Interests
2014
2013
2012
$ 1,142,851
$ 1,163,445
$ 1,176,717
74,112
89,985
89,421
1,216,963
1,253,430
1,266,138
840,702
74,112
914,814
237,880
6,031
—
846,442
89,985
936,427
232,307
6,423
—
846,638
89,421
936,059
228,411
8,607
11,332
1,158,725
1,175,157
1,184,409
1,650
59,888
28,780
31,108
(484)
2,829
81,102
29,766
51,336
(358)
1,711
83,440
33,686
49,754
(866)
Net Income Attributable to Shareholders of Crawford & Company
$
30,624
$
50,978
$
48,888
Earnings Per Share—Basic:
Class A Common Stock
Class B Common Stock
Earnings Per Share—Diluted:
Class A Common Stock
Class B Common Stock
Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock
Class B Common Stock
Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock
Class B Common Stock
Cash Dividends Per Share:
Class A Common Stock
Class B Common Stock
$
$
$
$
0.58
0.52
0.57
0.52
$
$
$
$
0.95
0.91
0.93
0.90
$
$
$
$
30,237
24,690
30,983
24,690
29,853
24,690
30,855
24,690
0.92
0.88
0.91
0.87
29,536
24,693
30,272
24,693
$
$
0.24
0.18
$
$
0.18
0.14
$
$
0.20
0.16
This financial information should be read with the Company’s audited consolidated financial statements and notes thereto, and related risks included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
3 2 / 3 3
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)
(In thousands)
YEAR ENDED DECEMBER 31,
Net Income
Other Comprehensive (Loss) Income:
2014
2013
2012
$ 31,108
$ 51,336
$ 49,754
Net foreign currency translation loss, net of tax benefit of $91, $0, and $0, respectively
(8,600)
(4,283)
(2,787)
Amounts reclassified into net income for defined benefit pension plans,
net of tax provision of $3,039, $4,220, and $3,283, respectively
8,636
8,834
6,340
Net unrealized (loss) gain on defined benefit plans arising during the year, net of tax benefit
(provision) of $25,746, ($13,846), and $18,109, respectively
(43,181)
15,671
(39,934)
Interest rate swap agreement loss reclassified into income, net of tax benefit of $0, $0,
and $253, respectively
Other Comprehensive (Loss) Income
Comprehensive (Loss) Income
Comprehensive income attributable to noncontrolling interests
—
—
414
(43,145)
20,222
(35,967)
(12,037)
71,558
13,787
(87)
(309)
(777)
Comprehensive (Loss) Income Attributable to Shareholders of Crawford & Company
$ (12,124)
$ 71,249
$ 13,010
This financial information should be read with the Company’s audited consolidated financial statements and notes thereto, and related risks included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
YEAR ENDED DECEMBER 31,
Cash Flows from Operating Activities:
Net income
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes
Gain on sale of interest in former corporate headquarters property
Stock-based compensation costs
(Gain) loss on disposals of property and equipment, net
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, net
Unbilled revenues, net
Accrued or prepaid income taxes
Accounts payable and accrued liabilities
Deferred revenues
Accrued retirement costs
Prepaid expenses and other operating activities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Acquisitions of property and equipment
Proceeds from disposals of property and equipment
Capitalization of computer software costs
Proceeds from sale of interest in former corporate headquarters property
Cash surrendered from sale of business
Payments for business acquisitions, net of cash acquired
Net cash used in investing activities
Cash Flows from Financing Activities:
Cash dividends paid
Payments related to shares received for withholding taxes under stock-based compensation plans
Proceeds from shares purchased under employee stock-based compensation plans
Repurchases of common stock
Increase in short-term and revolving credit facility borrowings
Payments on short-term and revolving credit facility borrowings
Payments on capital lease obligations and long-term debt
Capitalized loan costs
Dividends paid to noncontrolling interests
Net cash provided by (used in) financing activities
Effects of exchange rate changes on cash and cash equivalents
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
2014
2013
2012
$ 31,108
$ 51,336
$ 49,754
37,644
15,189
(836)
1,189
(239)
(24,358)
(1,216)
3,099
33,903
15,625
—
3,835
273
2,102
16,528
(2,160)
(23,100)
(22,328)
(4,645)
(5,895)
32,796
19,355
—
3,660
(136)
(4,197)
(18,725)
(628)
28,853
1,290
(18,497)
(22,086)
(15,639)
(8,732)
6,711
(3,530)
6,606
77,844
92,853
(12,485)
(14,037)
(15,375)
1,289
—
47
(16,712)
(16,976)
(17,801)
836
(1,554)
(3,141)
—
—
—
—
(2,515)
(674)
(31,767)
(33,528)
(33,803)
(11,717)
(2,085)
1,270
(3,390)
121,110
(98,821)
(856)
(218)
(761)
(8,840)
(1,322)
1,884
(3,631)
88,460
(99,461)
(15,823)
(30)
(369)
(9,880)
(1,307)
520
(2,840)
42,174
(91,412)
(1,583)
(161)
(429)
4,532
(39,132)
(64,918)
(2,868)
(388)
(588)
(23,497)
75,953
4,796
71,157
(6,456)
77,613
$ 52,456
$ 75,953
$ 71,157
This financial information should be read with the Company’s audited consolidated financial statements and notes thereto, and related risks included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
3 4 / 3 5
Condensed Consolidated Balance Sheets (unaudited)
(In thousands)
DECEMBER 31,
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $10,960 and $10,234, respectively
Unbilled revenues, at estimated billable amounts
Income taxes receivable
Prepaid expenses and other current assets
Total Current Assets
Property and Equipment:
Property and equipment
Less accumulated depreciation
Net Property and Equipment
Other Assets:
Goodwill
Intangible assets arising from business acquisitions, net
Capitalized software costs, net
Deferred income tax assets
Other noncurrent assets
Total Other Assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities:
Short-term borrowings
Accounts payable
Accrued compensation and related costs
Self-insured risks
Income taxes payable
Deferred income taxes
Deferred rent
Other accrued liabilities
Deferred revenues
Current installments of long-term debt and capital leases
Total Current Liabilities
Noncurrent Liabilities:
Long-term debt and capital leases, less current installments
Deferred revenues
Self-insured risks
Accrued pension liabilities
Other noncurrent liabilities
Total Noncurrent Liabilities
Shareholders’ Investment:
Class A common stock, $1.00 par value, 50,000 shares authorized; 30,497 and 29,875 shares issued
and outstanding, respectively
Class B common stock, $1.00 par value, 50,000 shares authorized; 24,690 shares issued
and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Shareholders’ Investment Attributable to Shareholders of Crawford & Company
Noncontrolling interests
Total Shareholders’ Investment
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
2014
2013
$ 52,456
180,096
103,163
2,779
29,089
$ 75,953
160,350
105,791
5,150
22,437
367,583
369,681
143,273
(102,414)
155,326
(109,643)
40,859
45,683
131,885
75,895
75,536
66,927
30,634
132,777
82,103
72,761
61,375
25,678
380,877
374,694
$ 789,319
$ 790,058
$
2,002
48,597
82,151
14,491
2,618
14,523
13,576
35,784
45,054
763
$ 35,000
50,941
98,656
13,100
3,476
15,063
16,062
34,270
49,950
875
259,559
317,393
154,046
26,706
10,041
142,343
17,271
101,770
26,893
12,530
102,960
20,979
350,407
265,132
30,497
29,875
24,690
38,617
301,091
(221,958)
172,937
6,416
24,690
39,285
285,165
(179,210)
199,805
7,728
179,353
207,533
$ 789,319
$ 790,058
This financial information should be read with the Company’s audited consolidated financial statements and notes thereto, and related risks included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
Condensed Consolidated Statements of Shareholders’ Investment (unaudited)
Common Stock
Class A
Class B
Non-Voting
Voting
Additional
Paid-In
Capital
Shareholders’
Investment
Accumulated
Attributable to
Other Shareholders of
Total
Retained Comprehensive
Crawford & Noncontrolling Shareholders’
Earnings
(Loss) Income
Company
Interests
Investment
(In thousands)
Balance at December 31, 2011
$29,086 $24,697
$33,969 $209,323
$(163,603)
$133,472
$4,816
$138,288
Net income
Other comprehensive loss
Cash dividends paid
Stock-based compensation
Repurchases of common stock
—
—
—
—
(607)
—
—
—
—
(7)
— 48,888
—
—
3,660
—
(9,880)
—
—
(2,226)
Shares issued in connection with stock-based
compensation plans, net
856
— (1,643)
Change in noncontrolling interest due to
acquisition of controlling interest
Dividends paid to noncontrolling interests
—
—
—
—
(436)
—
—
—
—
—
(35,878)
—
—
—
—
—
—
48,888
(35,878)
(9,880)
3,660
(2,840)
(787)
(436)
—
866
(89)
—
—
—
—
436
(429)
49,754
(35,967)
(9,880)
3,660
(2,840)
(787)
—
(429)
Balance at December 31, 2012
29,335
24,690
35,550
246,105
(199,481)
136,199
5,600
141,799
Net income
Other comprehensive income (loss)
Cash dividends paid
Stock-based compensation
Repurchases of common stock
Shares issued in connection with stock-based
compensation plans, net
Increase in value of noncontrolling interest
due to acquisition of controlling interest
Dividends paid to noncontrolling interests
—
—
—
—
(553)
1,093
—
—
—
—
—
—
—
—
—
—
— 50,978
—
—
3,835
—
(8,840)
—
—
(3,078)
(100)
—
—
—
—
—
—
20,271
—
—
—
—
—
—
50,978
20,271
(8,840)
3,835
(3,631)
993
—
—
358
(49)
—
—
—
—
2,188
(369)
51,336
20,222
(8,840)
3,835
(3,631)
993
2,188
(369)
Balance at December 31, 2013
29,875
24,690
39,285
285,165
(179,210)
199,805
7,728
207,533
Net income
Other comprehensive loss
Cash dividends paid
Stock-based compensation
Repurchases of common stock
Shares issued in connection with stock-based
—
—
—
—
(409)
—
—
—
—
—
— 30,624
—
—
—
(42,748)
— (11,717)
1,189
—
—
(2,981)
compensation plans, net
1,031
— (1,857)
Decrease in value of noncontrolling interest
due to sale of controlling interest
Dividends paid to noncontrolling interests
—
—
—
—
—
—
—
—
—
30,624
(42,748)
(11,717)
1,189
(3,390)
(826)
—
—
484
(397)
—
—
—
—
(638)
(761)
31,108
(43,145)
(11,717)
1,189
(3,390)
(826)
(638)
(761)
—
—
—
—
—
—
Balance at December 31, 2014
$30,497 $24,690
$38,617 $301,091
$(221,958)
$172,937
$6,416
$179,353
This financial information should be read with the Company’s audited consolidated financial statements and notes thereto, and related risks included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
3 6 / 3 7
Selected Financial Data (unaudited)
The following selected financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and the audited consolidated financial statements and notes thereto contained in Item 8, “Financial Statements and
Supplementary Data” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities
and Exchange Commission.
(In thousands, except per share amounts and percentages)
YEAR ENDED DECEMBER 31,
Revenues before Reimbursements
Reimbursements
Total Revenues
Total Costs of Services
Americas Operating Earnings(1)
EMEA/AP Operating Earnings(1)
Broadspire Operating Earnings (Loss)(1)
Legal Settlement Administration Operating Earnings(1)
Unallocated Corporate and Shared Costs and Credits, Net
Goodwill and Intangible Asset Impairment Charges
Net Corporate Interest Expense
Stock Option Expense
Amortization of Customer-Relationship Intangible Assets
Special (Charges) and Credits, Net
Income Taxes
Net Income Attributable to Noncontrolling Interests
2014
2013
2012
2011
2010
$ 1,142,851
74,112
$ 1,163,445
89,985
$ 1,176,717
89,421
$ 1,125,355
86,007
$ 1,030,417
80,384
1,216,963
1,253,430
1,266,138
1,211,362
1,110,801
914,814
936,427
936,059
917,929
839,247
23,663
19,720
15,469
22,849
(8,582)
—
(6,031)
(859)
(6,341)
—
(28,780)
(484)
18,532
32,158
8,245
46,752
(10,829)
—
(6,423)
(948)
(6,385)
—
(29,766)
(358)
11,878
48,481
21
60,284
(10,504)
—
(8,607)
(408)
(6,373)
(11,332)
(33,686)
(866)
20,007
28,096
(11,417)
51,307
(9,403)
—
(15,911)
(450)
(6,177)
2,379
(12,739)
(288)
20,748
24,828
(11,712)
47,661
(5,841)
(10,788)
(15,002)
(761)
(5,995)
(4,650)
(9,712)
(448)
Net Income Attributable to Shareholders of Crawford & Company
$
30,624
$
50,978
$
48,888
$
45,404
$
28,328
Earnings Per CRDB Share(2):
Basic
Diluted
Current Assets
Total Assets
Current Liabilities
Long-Term Debt, Less Current Installments
Total Debt
Shareholders’ Investment Attributable to Shareholders of
Crawford & Company
Total Capital
Current Ratio
Total Debt to Total Capital Ratio
Return on Average Shareholders’ Investment
Cash Provided by Operating Activities
Cash Used in Investing Activities
Cash Provided By (Used in) Financing Activities
Shareholders’ Investment Attributable to Shareholders of
Crawford & Company Per Diluted Share
Cash Dividends Per Share:
CRDA
CRDB
Weighted-Average Shares and Share-Equivalents:
Basic
Diluted
0.52
$
$
0.52
$ 367,583
$ 789,319
$ 259,559
$ 154,046
$ 156,811
0.91
$
$
0.90
$ 369,681
$ 790,058
$ 317,393
$ 101,770
$ 137,645
0.88
$
$
0.87
$ 386,765
$ 847,415
$ 318,174
$ 152,293
$ 166,406
0.84
$
$
0.83
$ 369,549
$ 818,477
$ 286,749
$ 211,983
$ 214,187
0.54
$
$
0.53
$ 379,405
$ 820,674
$ 296,841
$ 220,437
$ 223,328
$ 172,937
$ 329,748
1.4:1
47.6%
16.4%
$ 199,805
$ 337,450
1.2:1
40.8%
30.3%
$ 136,199
$ 302,605
1.2:1
55.0%
36.3%
$ 133,472
$ 347,659
1.3:1
61.6%
40.7%
89,516
$
$ 312,844
1.3:1
71.4%
38.8%
$
$
$
$
$
$
6,606
$
(31,767) $
$
4,532
77,844
$
(33,528) $
(39,132) $
92,853
$
(33,803) $
(64,918) $
36,676
$
(34,933) $
(17,964) $
26,167
(42,531)
39,520
3.11
$
3.60
$
2.48
$
2.46
$
1.68
0.24
0.18
$
$
0.18
0.14
$
$
0.20
0.16
$
$
0.10
0.08
$
$
—
—
54,927
55,673
54,543
55,545
54,229
54,965
53,517
54,246
52,664
53,234
(1) This is a segment financial measure calculated in accordance with ASC Topic 280, and representing segment earnings (loss) before certain unallocated corporate and
shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, special charges and credits,
goodwill and intangible asset impairment charges, income taxes, and net income attributable to noncontrolling interests.
(2) The Company computes earnings per share of CRDA and CRDB using the two-class method, which allocates the undistributed earnings for each period to each class
on a proportionate basis. The Company’s Board of Directors has the right, but not the obligation, to declare higher dividends on the non-voting CRDA shares than on
the voting CRDB shares, subject to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when no dividends are declared or paid to
either class, the two-class method generally will yield the same earnings per share for CRDA and CRDB. Unless otherwise indicated, references to earnings per share
refer to CRDB, which is a more dilutive presentation.
C R A W F O R D & C O M P A N Y / 2 0 1 4 A N N U A L R E P O R T
7
8
5
3
6
1
11
9
10
4
2
Crawford Global Executive Management Team
Jeffrey T. Bowman (1)
President and Chief Executive Officer
W. Bruce Swain (2)
Executive Vice President, Chief Financial Officer
Allen W. Nelson (3)
Executive Vice President,
General Counsel, Corporate Secretary
& Chief Administrative Officer
Vince E. Cole (4)
Executive Vice President, Chief Executive Officer,
Property & Casualty—Americas
Ian V. Muress (5)
Executive Vice President, Chief Executive Officer,
EMEA & Asia-Pacific
Danielle M. Lisenbey (6)
Executive Vice President,
Chief Executive Officer, Broadspire
David A. Isaac (7)
Executive Vice President,
Chief Executive Officer, GCG
Michael F. Reeves (8)
Executive Vice President, Global Markets
Emanuel V. Lauria (9)
Executive Vice President, Chief Client Officer
Brian S. Flynn (10)
Executive Vice President,
Global Chief Information Officer
Phyllis R. Austin (11)
Executive Vice President,
Global Human Resource Management
Board of Directors
Harsha V. Agadi
Chairman and Chief Executive Officer of
GHS Holdings LLC
P. George Benson
Retired President, College of Charleston
Jeffrey T. Bowman
President and Chief Executive Officer,
Crawford & Company
Jesse C. Crawford
President and Chief Executive Officer,
Crawford Media Services, Inc.
Roger A.S. Day
Retired Executive of
ACE American Insurance Company
James D. Edwards
Retired Partner of Arthur Andersen, LLP
Russel L. Honoré
Retired Lieutenant General, U.S. Army
Joia M. Johnson
Executive Vice President,
General Counsel & Corporate Secretary,
Hanesbrands, Inc.
Charles H. Ogburn
Non-Executive Chairman of the Board,
Crawford & Company
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FORM 10-K
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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 1-10356.
CRAWFORD & COMPANY
(Exact name of Registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation or organization)
1001 Summit Boulevard, Atlanta, Georgia
(Address of principal executive offices)
58-0506554
(I.R.S. Employer Identification Number)
30319
(Zip Code)
Registrant's telephone number, including area code
(404) 300-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock — $1.00 Par Value
Class B Common Stock — $1.00 Par Value
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
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
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 (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the Registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the Registrant's voting and non-voting common stock held by non-affiliates of the Registrant was $249,643,422
as of June 30, 2014, based upon the closing prices of such stock as reported on the NYSE on such date. For purposes hereof, beneficial ownership is
determined under rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934, and excludes voting and non-voting common stock
beneficially owned by the directors and executive officers of the Registrant, some of whom may not be deemed to be affiliates upon judicial
determination.
The number of shares outstanding of each of the Registrant's classes of common stock, as of February 13, 2015, was:
Class A Common Stock — $1.00 Par Value — 30,547,019 Shares
Class B Common Stock — $1.00 Par Value — 24,690,172 Shares
Documents incorporated by reference:
Portions of the Registrant's proxy statement for its 2015 annual shareholders’ meeting, which proxy statement will be filed within 120 days of the
Registrant's year end, are incorporated by reference into Part III hereof.
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CRAWFORD & COMPANY
FORM 10-K
For The Year Ended December 31, 2014
Table of Contents
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits, Financial Statement Schedules
Signatures
Exhibit Index
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
1
6
13
13
13
14
15
17
19
50
52
100
100
103
103
103
103
103
104
108
109
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Table of Contents
We use the terms “Crawford”, “the Company”, “the Registrant”, “we”, “us” and “our” to refer to the business of
Crawford & Company, its subsidiaries, and variable interest entities.
Cautionary Statement Concerning Forward-Looking Statements
This report contains and incorporates by reference forward-looking statements within the meaning of that term in the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. Statements contained or incorporated by reference in this report that are not statements of
historical fact are forward-looking statements made pursuant to the “safe harbor” provisions thereof. These statements may
relate to, among other things, expectations regarding our ability to reduce our operating expenses, expectations regarding our
anticipated contributions to our underfunded defined benefit pension plans, collectability of our billed and unbilled accounts
receivable, our continued compliance with the financial and other covenants contained in our financing agreements, our
expected future operating results and financial condition, expectations related to the timing, costs, and benefits of the
integration of our recently completed acquisition of GAB Robins Holdings UK Limited, expectations regarding the timing,
costs and synergies from our recently announced global business services center, and our other long-term capital resource and
liquidity requirements. These statements may also relate to our business strategies, goals and expectations concerning our
market position, future operations, margins, case and project volumes, profitability, contingencies, liquidity position, and
capital resources. The words “anticipate”, “believe”, “could”, “would”, “should”, “estimate”, “expect”, “intend”, “may”,
“plan”, “goal”, “strategy”, “predict”, “project”, “will” and similar terms and phrases, or the negatives thereof, identify
forward-looking statements in this report and in the statements incorporated by reference in this report. These risks and
uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” and elsewhere in this report
and those described from time to time in our other reports filed with the Securities and Exchange Commission.
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be
incorrect. Our operations and the forward-looking statements related to our operations involve risks and uncertainties, many
of which are outside our control, and any one of which, or a combination of which, could materially affect our financial
condition and results of operations, and whether the forward-looking statements ultimately prove to be correct. As a result,
undue reliance should not be placed on any forward-looking statements. Actual results and trends in the future may differ
materially from those suggested or implied by the forward-looking statements. Forward-looking statements speak only as of
the date they are made and we undertake no obligation to publicly update any of these forward-looking statements in light of
new information or future events.
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PART I
ITEM 1.
BUSINESS
Headquartered in Atlanta, Georgia, and founded in 1941, the Company is the world's largest (based on annual revenues)
independent provider of claims management solutions to the risk management and insurance industry, as well as to self-
insured entities, with an expansive global network serving clients in more than 70 countries. For the year ended
December 31, 2014, the Company reported total revenues before reimbursements of $1.143 billion.
Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("NYSE") under the
symbols CRDA and CRDB, respectively. The Company's two classes of stock are substantially identical, except with respect
to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on
the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions,
holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common
Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class.
DESCRIPTION OF SERVICES
The Crawford SolutionSM offers comprehensive, integrated claims services, business process outsourcing and consulting
services for major product lines including property and casualty claims management; workers’ compensation claims and
medical management; and legal settlement administration. The Crawford Solution is delivered to clients through the
Company's four operating segments: Americas, which primarily serves the property and casualty insurance company markets
in the U.S., Canada, Latin America, and the Caribbean; EMEA/AP, which serves the property and casualty insurance
company and self-insurance markets in Europe, including the United Kingdom ("U.K."), the Middle East, Africa, and the
Asia-Pacific region (which includes Australia and New Zealand); Broadspire®, which serves the self-insurance marketplace,
primarily in the U.S.; and Legal Settlement Administration, which serves the securities, bankruptcy, and other legal settlement
markets, primarily in the U.S.
A significant portion of our revenues are derived from international operations. For a discussion of certain risks attendant
to international operations, see Item 1A, "Risk Factors."
AMERICAS. The Americas segment accounted for 31.5% of the Company's revenues before reimbursements in 2014.
The Company’s Americas segment provides claims management services in the U.S., Canada, Latin America, and the
Caribbean. Substantially all of the Company's Americas segment revenues are derived from the insurance company market.
These insurance companies customarily manage their own claims administration function, but often rely upon third-parties
for certain services which the Company provides, primarily with respect to field investigation and evaluation and resolution
of property and casualty insurance claims.
Claims management services offered by our Americas segment are provided to clients pursuant to a variety of different
referral assignments which generally are classified by the underlying insured risk categories used by insurance companies.
These major risk categories are:
•
Property — losses caused by physical damage to commercial or residential real property and certain types of
personal property.
• Catastrophe — losses caused by all types of natural disasters, such as hurricanes, earthquakes and floods, and man-
made disasters such as oil spills, chemical releases, and explosions.
•
Public Liability — a wide range of non-automobile liability claims such as product liability; owners, landlords and
tenants liabilities; and comprehensive general liability.
• Automobile — all types of losses involving use of an automobile, including bodily injury, physical damage, medical
payments, collision, fire, theft, and comprehensive liability.
• Affinity — all types of high-frequency, low-severity claims related to consumer products.
1
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Our Americas revenues are reported for three regions: U.S. Claims Services; Canada; and Latin America/Caribbean.
U.S. Claims Services are comprised of four major service lines: U.S. Claims Field Operations, U.S. Contractor Connection®,
U.S. Technical Services, and U.S. Catastrophe Services.
U.S. Claims Services:
• U.S. Claims Field Operations is the largest service line of the Company's U.S. Claims Services operations. Services
provided by U.S. Claims Field Operations include property claims management, casualty claims management,
affinity claims management, and vehicle services.
• U.S. Contractor Connection is the largest independently managed contractor network in the industry, with
approximately 4,800 credentialed residential and commercial contractors. This innovative service solution for high-
frequency, low-severity claims optimizes the time and work process needed to resolve property claims. U.S.
Contractor Connection supports our business process outsourcing strategy by providing high-quality outsourced
contractor management to national and regional insurance carriers.
• U.S. Technical Services is devoted to large, complex claims. Our team of strategic loss managers and technical
adjusters are experts with specific experience and industry focus required to strategically manage large complex
claims.
• U.S. Catastrophe Services is an independent adjusting resource for insurance claims management in response to
natural or man-made disasters. We have one of the largest trained and credentialed field forces in the industry. U.S.
Catastrophe Services utilizes a proprietary response mechanism to ensure prompt, effective management of
catastrophic events for our clients.
Canada:
Services provided by our Canadian operations are comparable in scope and offerings to the services described above and
provided by U.S. Claims Services, and also include third-party administration and class action services in Canada.
Latin America/Caribbean:
Services provided by our Latin America/Caribbean operations are comparable in scope and offerings to the services
provided by U.S. Claims Field Operations, U.S. Technical Services and U.S. Catastrophe Services. In addition, our Latin
America/Caribbean operations provide affinity claims management.
EMEA/AP. The EMEA/AP segment accounted for 30.1% of the Company's revenues before reimbursements in 2014.
The Company’s EMEA/AP revenues are derived primarily from the insurance company and third-party administration
markets. Revenues within EMEA/AP are reported for three regions: the U.K.; Continental Europe, the Middle East and
Africa (“CEMEA”); and Asia-Pacific. The major elements of EMEA/AP claims management services are substantially the
same as those provided to U.S. property and casualty insurance company clients by our U.S. Claims Services. The segment
also derives revenues from third-party administration services provided under the Broadspire brand throughout EMEA/AP.
On December 1, 2014, we acquired 100% of the capital stock of GAB Robins Holdings UK Limited ("GAB Robins"), a
loss adjusting and claims management provider headquartered in the U.K. which will report through our EMEA/AP segment.
The acquisition is currently being reviewed by the CMA as a part of its routine acquisition review process, and we cannot
begin the integration process until this review is completed. Although we currently expect that this review will be concluded
during the first half of 2015, no assurances of the timing, or any material conditions being placed on this approval can be
provided. For additional information on this acquisition, see Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Business Overview."
BROADSPIRE. The Broadspire segment, which operates in the U.S., accounted for 23.5% of the Company's revenues
before reimbursements in 2014. Broadspire Services, Inc., a wholly-owned subsidiary of the Company, is a leading third-
party administrator to employers and insurance companies, offering a comprehensive, integrated platform of workers’
compensation and liability claims management as well as medical management services in the U.S. Major risk categories
serviced by the Broadspire segment are:
2
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• Workers' Compensation — claims arising under state and federal workers' compensation laws.
•
Public Liability — a wide range of non-automobile liability claims such as product liability; owners, landlords and
tenants liabilities; and comprehensive general liability.
• Automobile — all types of losses involving use of an automobile, including bodily injury, physical damage, medical
payments, collision, fire, theft, and comprehensive liability.
Through the Broadspire segment, the Company provides a complete range of claims and risk management services to
clients in the self-insured or commercially insured marketplace. In addition to field investigation and evaluation of claims,
Broadspire also offers initial loss reporting services for claimants; loss mitigation services, such as medical bill review,
medical case management and vocational rehabilitation; risk management information services; and administration of trust
funds established to pay claims. Broadspire services are provided through three major service lines: Workers' Compensation
and Liability Claims Management; Medical Management; and Risk Management Information Services.
• The Workers' Compensation and Liability Claims Management service line offers a comprehensive, integrated
approach to workers' compensation and liability claims management.
• The Medical Management service line offers case managers who proactively manage medical treatment while
facilitating an understanding of, and participation in, the rehabilitation process. These programs aim to help
employees recover as quickly as possible in a cost-effective method.
• Risk Management Information Services are provided through Risk Sciences Group, Inc. (“RSG”), a wholly-owned
subsidiary of the Company. RSG is a leading risk management information systems software and services company
with a history of providing customized risk management solutions to Fortune 1000 companies, insurance carriers,
and brokers.
LEGAL SETTLEMENT ADMINISTRATION. The Legal Settlement Administration segment accounted for 14.9% of
the Company's revenues before reimbursements in 2014. The segment provides legal settlement administration services
related to securities, product liability, and other class action settlements, as well as bankruptcies. These services include
identifying and qualifying class members, determining and dispensing settlement payments, and administering settlement
funds. Such services are generally referred to by the Company as class action services and are performed by The Garden City
Group, Inc. (“GCG”), a wholly-owned subsidiary of the Company. Since 1984, GCG has been focusing on diligently helping
its clients bring their toughest cases to timely, positive conclusions. GCG provides field-experienced, multi-disciplined and
technology-driven teams to support each case with appropriate administrative services and resources. GCG offers solutions in
three core areas:
• Class Action Services — technology-intensive administrative services for plaintiff and defense counsel as well as
corporate defendants to expedite high-volume class action settlements.
• Bankruptcy Services — cost-effective, end-to-end solutions for managing the administration of bankruptcy under
Chapter 11.
• GCG Communications — legal notice programs for successful case administration.
3
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FINANCIAL RESULTS
The percentages of the Company's total revenues before reimbursements derived from each operating segment are shown
in the following table:
Year Ended December 31,
Americas
EMEA/AP
Broadspire
Legal Settlement Administration
2014
2013
2012
31.5%
30.1%
23.5%
14.9%
29.4%
30.1%
21.7%
18.8%
28.4%
31.2%
20.3%
20.1%
100.0%
100.0%
100.0%
Financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in
the Philippines are reported and consolidated on a two-month delayed basis in accordance with the provisions of Accounting
Standards Codification ("ASC") 810, “Consolidation,” in order to provide sufficient time for accumulation of their results
and, accordingly, the Company's December 31, 2014, 2013, and 2012 consolidated financial statements include the financial
position of such operations as of October 31, 2014 and 2013, respectively, and the results of such operations and cash flows
for the fiscal periods ended October 31, 2014, 2013, and 2012, respectively. As discussed below in Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in Note 17, "Subsequent Events," to the
audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, the results of operations
and cash flows from the date of acquisition and the balance sheet impact from the acquisition of GAB Robins are excluded,
as the acquisition closed after the October 31, 2014 fiscal year end of our U.K. subsidiary through which GAB Robins will
report.
In the normal course of the Company's business, it sometimes incurs certain out-of-pocket expenses that are thereafter
reimbursed by its clients. Under U.S. generally accepted accounting principles (“GAAP”), these out-of-pocket expenses and
associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's
consolidated results of operations. However, because the amounts of reimbursed expenses and related revenues offset each
other in the accompanying consolidated statements of operations with no impact to net income or operating earnings,
management does not believe it is informative or beneficial to include these amounts in expenses and revenues, respectively.
As a result, unless otherwise indicated, revenue amounts on a consolidated basis and for each of our operating segments
described herein exclude reimbursements for out-of-pocket expenses. A reconciliation of revenues before reimbursements to
consolidated revenues determined in accordance with GAAP is self-evident from the face of the accompanying consolidated
financial statements.
Additional financial information regarding each of the Company's segments and geographic areas, including the
information required by Item 101(b) of Regulation S-K, is included in Note 13, “Segment and Geographic Information,” to
the audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
MATERIAL CUSTOMERS
Revenues and operating earnings from the Legal Settlement Administration operating segment are project based and can
vary significantly from period to period depending on the timing of project engagement and the work performed in a given
period. During the year ended December 31, 2012, the Company's previously disclosed special projects, the Deepwater
Horizon class action settlement and the Gulf Coast Claims Facility ("GCCF") projects, together accounted for more than 10%
of the Company's consolidated revenues. During the years ended December 31, 2014 and 2013, Legal Settlement
Administration continued to derive more than 10% of its revenues from each of the Deepwater Horizon class action
settlement projects and from another non-Gulf related class action settlement project. The revenues from each of these
projects were individually less than 10% of our consolidated revenues in each of 2014 and 2013. The projects continue to
wind down, and we expect these revenues, and related operating earnings, to be at a reduced rate in all future periods as
compared to 2014.
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In addition, in each of the years ended December 31, 2014, 2013, and 2012, the Company's EMEA/AP segment derived
a material amount of its revenue from a single customer, but this customer did not account for in excess of 10% of our
revenues on a consolidated basis. The services provided to this customer vary on a country-by-country basis and are covered
by the terms of multiple contractual arrangements. In the event we are not able to replace any lost revenues from this
customer with revenues from another source, we believe that loss of revenues from this customer could result in materially
lower revenues and operating earnings within the EMEA/AP segment, and possibly for the Company as a whole.
INTELLECTUAL PROPERTY AND TRADEMARKS
The Company’s intellectual property portfolio is an important asset which it seeks to expand and protect globally through
a combination of trademarks, trade names, copyrights and trade secrets. The Company owns a number of active trademark
applications and registrations which expire at various times. As the laws of many countries do not protect intellectual
property to the same extent as the laws of the U.S., the Company cannot ensure that it will be able to adequately protect its
intellectual property assets outside of the U.S. The failure to protect our intellectual property assets could have a material
adverse affect on our business, however the loss of any single patent, trademark or service mark, taken alone, would not have
a material adverse effect on any of our segments or on the Company as a whole.
SERVICE DELIVERY
The Company’s claims management services are offered primarily through its global network serving clients in more
than 70 countries. Contractor Connection services are offered by providing high-quality outsourced contractor management
to national and regional insurance carriers.
COMPETITION
The global claims management services market is highly competitive and comprised of a large number of companies of
varying size and that offer a varied scope of services. The demand from insurance companies and self-insured entities for
services provided by independent claims service firms like us is largely dependent on industry-wide claims volumes, which
are affected by, among other things, the insurance underwriting cycle, weather-related events, general economic activity,
overall employment levels, and workplace injury rates. Demand is also impacted by decisions insurance companies and self-
insured entities may make with respect to the level of claims outsourced to independent claim service firms as opposed to
those handled by their own in-house claims adjusters. In addition, our ability to retain clients and maintain or increase case
referrals is also dependent in part on our ability to continue to provide high-quality, competitively priced services and
effective sales efforts.
We typically earn our revenues on an individual fee-per-claim basis for claims management services we provide to
insurance companies and self-insured entities. Accordingly, the volume of claim referrals to us is a key driver of our
revenues. Generally, fees are earned on cases as services are provided, which generally occurs in the period the case is
assigned to us, although sometimes a portion or substantially all of the revenues generated by a specific case assignment will
be earned in subsequent periods. We cannot predict the future trend of case volumes for a number of reasons, including the
frequency and severity of weather-related cases and the occurrence of natural and man-made disasters, which are a significant
source of cases for us and are not subject to accurate forecasting.
The Company competes with a substantial number of smaller local and regional claims management services firms
located throughout the U.S. and internationally. Many of these smaller firms have rate structures that are lower than the
Company’s or may, in certain markets, have local knowledge which provides them a competitive advantage. The Company
does not believe that these smaller firms offer the broad spectrum of claims management services in the range of locations the
Company provides and, although such firms may secure business which has a local or regional source, the Company believes
its quality product offerings, broader scope of services, and geographically dispersed offices provide the Company with an
overall competitive advantage in securing business from both U.S. and international clients. There are also national and
global independent companies that provide a similar broad spectrum of claims management services and who directly
compete with the Company.
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The legal settlement administration market is also highly competitive but is comprised of a smaller number of
specialized entities. The demand for legal settlement administration services is generally not directly tied to or affected by the
insurance underwriting cycle. The demand for these services is largely dependent on the volume of securities and product
liability class action settlements, the volume of Chapter 11 bankruptcy filings and the resulting settlements, and general
economic conditions. Competition in this segment is primarily on pricing, resource allocation ability, and experience
servicing similar matters. The Company believes that our experienced leadership, coupled with global resources and state-of-
the-art technology, provide a competitive advantage in this market.
EMPLOYEES
At December 31, 2014, the total number of full-time equivalent employees ("FTEs") was 8,841. In addition, the
Company also from time to time uses the resources of a significant number of available temporary employees and a network
of independent contractors, as and when the demand for services requires. These temporary employees primarily provide
catastrophe adjuster services. The Company, through Crawford Educational Services, provides many of its employees with
formal classroom training in basic and advanced skills relating to claims administration and healthcare management services.
In many cases, employees are required to complete these or other professional courses in order to qualify for promotions
from their existing positions. The Company generally considers its relations with its employees to be good.
BACKLOG
Backlog is not meaningful other than in our Legal Settlement Administration segment. At December 31, 2014 and 2013,
our Legal Settlement Administration segment had an estimated revenue backlog related to projects awarded totaling
approximately $102 million and $108 million, respectively. Additional information regarding this backlog is contained in
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on
Form 10-K under the caption “Legal Settlement Administration.”
AVAILABLE INFORMATION
The Company is required to file annual, quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC"). The public may read and copy any materials that the Company files with the
SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 are available free of
charge as soon as reasonably practicable after these reports are electronically filed or furnished to the SEC on our website,
www.crawfordandcompany.com via a link to a third-party website with SEC filings. The information contained on, or
hyperlinked from, our website is not a part of, nor is it incorporated by reference into, this Annual Report on Form 10-K.
Copies of the Company’s annual report will also be made available, free of charge, upon written request to Corporate
Secretary, Legal Department, Crawford & Company, 1001 Summit Boulevard, Atlanta, Georgia 30319.
ITEM 1A.
RISK FACTORS
You should carefully consider the risks described below, together with the other information contained or incorporated
by reference in this Annual Report on Form 10-K and in our other filings with the SEC from time to time when evaluating our
business and prospects. Any of the events discussed in the risk factors below may occur. If they do, our business, results of
operations or financial condition could be materially adversely affected. Additional risks and uncertainties not presently
known to us, or that we currently deem immaterial, may also impair our financial condition or results of operations.
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We depend on case volumes for a significant portion of our revenues. Case volumes are not subject to accurate
forecasting, and a decline in case volumes may materially adversely effect our financial condition and results of
operations.
Because we depend on case volume for revenue streams, a reduction in case referrals for any reason may materially
adversely impact our results of operations and financial condition. We are unable to predict case volumes for a number of
reasons, including the following:
•
changes in the degree to which property and casualty insurance carriers or self-insured entities outsource, or intend
to outsource, their claims handling functions are generally not disclosed in advance;
• we cannot predict the length or timing of any insurance cycle, described below;
•
•
changes in the overall employment levels and associated workplace injury rates, which are not subject to accurate
forecasting, in the U.S. could impact the number of total claims;
the frequency and severity of weather-related, natural, and man-made disasters, which are a significant source of
cases for us, are also generally not subject to accurate forecasting;
• major insurance carriers, underwriters, and brokers could elect to expand their activities as administrators and
adjusters, which would directly compete with our business; and
• we may not desire to or be able to renew existing major contracts with clients.
If our case volume referrals decline for any of the foregoing, or any other reason, our revenues may decline, which could
materially adversely affect our financial condition and results of operations.
In recent periods, we have derived a material amount of our revenues from a limited number of clients and
projects. If we are not able to replace reduced revenues from these clients and projects, our financial condition
and results of operations could be materially adversely affected.
For the years ended December 31, 2014 and 2013, our Legal Settlement Administration segment derived more than 10%
of its revenues from each of the Deepwater Horizon class action settlement projects and from another non-Gulf related class
action settlement project. For the year ended December 31, 2012, we derived in excess of 10% of our consolidated revenues
from the combination of the Deepwater Horizon class action settlement and the GCCF projects. Although we continued to
earn revenues from these projects in 2014, these revenues, and related operating earnings, were at a reduced rate as compared
to 2013. The projects continue to wind down, and we expect these revenues, and related operating earnings, to be at a reduced
rate in all future periods as compared to 2014.
In addition, in each of the years ended December 31, 2014, 2013 and 2012, our EMEA/AP segment derived a material
amount of its revenue from a single customer, but this customer did not account for in excess of 10% of our consolidated
revenues. The services provided to this customer vary on a country-by-country basis and are covered by the terms of multiple
contractual arrangements which expire at various times in the future.
In the event we are unable to replace the reduced revenues from these limited projects and customers with revenues from
new projects and customers within these or other segments, as the case may be, our consolidated revenues and operating
earnings would be further reduced, possibly materially, which could materially adversely affect our financial condition and
results of operations.
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Legal Settlement Administration service revenues are project-based and can fluctuate significantly from period to
period for various reasons, any of which can materially impact our financial condition and results of operations.
Our Legal Settlement Administration service revenues are project-based and can fluctuate significantly from period to
period. Revenues from this segment are in part dependent on product liability, bankruptcy and securities class action cases
and settlements. Legislation or a change in market conditions could curtail, slow or limit growth of this part of our business.
Tort reforms in the U.S., at either the national or state levels, could limit the number and size of future class action cases and
settlements. Any slowdown in the referral of projects to the Legal Settlement Administration segment or the commencement
of services under the projects in any period, if not replaced by new revenue sources in our other segments, could materially
adversely impact our financial condition and results of operations.
We currently operate on multiple proprietary software platforms to support our service offerings and internal
corporate systems. The failure or obsolescence of any of these platforms, if not remediated or replaced, could
materially adversely affect our business, results of operations, and financial condition.
We currently utilize multiple software platforms to support our service offerings. We believe certain of these software
platforms distinguish our service offerings from our competitors. The failure of one or more of our software platforms to
function properly, or the failure of these platforms to remain competitive, could materially adversely affect our business,
results of operations, and financial condition.
We may not be able to develop or acquire necessary IT resources to support and grow our business. Our failure to
do this could materially adversely affect our business, results of operations, and financial condition.
We have made substantial investments in software and related technologies that are critical to the core operations of our
business. These IT resources will require future maintenance and enhancements, potentially at substantial costs. Additionally,
these IT resources may become obsolete in the future and require replacement, potentially at substantial costs. We may not be
able to develop, acquire replacement resources or identify new technology resources necessary to support and grow our
business. Any failure to do so, or to do so in a timely manner or at a cost considered reasonable by us, could materially
adversely affect our business, results of operations, and financial condition.
We currently, and from time to time in the future may, outsource a portion of our internal business functions to
third-party providers. Outsourcing these functions has significant risks, and our failure to manage these risks
successfully could materially adversely affect our business, results of operations, and financial condition.
We currently, and from time to time in the future may, outsource significant portions of our internal business functions to
third-party providers. Third-party providers may not comply on a timely basis with all of our requirements, or may not
provide us with an acceptable level of service. In addition, our reliance on third-party providers could have significant
negative consequences, including significant disruptions in our operations and significantly increased costs to undertake our
operations, either of which could damage our relationships with our customers. As a result of our outsourcing activities, it
may also be more difficult for us to recruit and retain qualified employees for our business needs at any time. Our failure to
successfully outsource any material portion of our business functions could materially adversely affect our business, results
of operations, and financial condition.
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We completed the acquisition of GAB Robins in December 2014. The acquisition is currently being reviewed by
the United Kingdom Competition & Markets Authority ("CMA"). We cannot begin the integration process until
this review is completed, and any delay or restriction on our ability to integrate GAB Robins could materially
adversely affect our business and results of operations.
We completed the acquisition of GAB Robins in December 2014. The acquisition is currently being reviewed by the
CMA as a part of its routine acquisition review process, and we cannot begin the integration process until this review is
completed. Although we currently expect that this review will be concluded during the first half of 2015, no assurances of the
timing, or any material conditions being placed on this approval can be provided. The success of the GAB Robins acquisition
will depend, in part, on our ability to realize the anticipated synergies and cost savings from integrating GAB Robins on a
timely basis. The integration process may be complex, costly and time-consuming. We expect to record special charges of
approximately $7 million in 2015 related to these efforts. Difficulties of integrating the operations of the GAB Robins
business could include, among others:
•
•
•
•
•
lack of approval by the CMA allowing us to integrate the businesses in their current form;
delays in the timing of receiving CMA approval;
failure to implement our business plan for the combined business on a timely basis or at current expected cost levels;
unanticipated issues in integrating information, communications, and other systems;
the impact on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act
of 2002; and
•
other unanticipated issues, expenses, and liabilities.
Although we currently expect to receive the approval of the CMA without material conditions, it is possible there could
be material conditions or delays that impact our inability to integrate GAB Robins. For these or any other reasons, we may
not accomplish the integration of GAB Robins business smoothly, successfully, or within the anticipated costs or time frame.
The diversion of the attention of management from our current operations to the approval and integration effort and any
difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from
the GAB Robins acquisition and could materially adversely affect our business and results of operations.
We recently announced the establishment of a Global Business Services Center (the “Center”) in Manila,
Philippines. If we are unable to timely and cost effectively complete and ramp up operations at the Center, or fail
to achieve the expected operational synergies therefrom on a timely basis or at all, our results of operations and
financial condition may be materially adversely affected.
On January 22, 2015, we announced the establishment of a wholly-owned global business services center (the "Center")
in Manila, Philippines. The Center provides us a venue for global consolidation of certain business functions, shared services,
and currently outsourced processes. The Center, which is expected to be phased in through 2018, is expected to allow us to
continue to strengthen our client service, realize additional operational efficiencies, and invest in new capabilities for growth.
Operations in the Center are expected to deliver cumulative expense savings of approximately $60 million through 2019 and
annual cost savings of approximately $20 million per year thereafter. To achieve these savings, we expect to record charges
totaling approximately $20 million through 2018. An initial estimated charge of approximately $9 million is expected to be
incurred in 2015, which is expected to be partially offset by initial savings in 2015 of approximately $2 million.
We may not be able to have the Center fully staffed and operational on a timely basis, or at presently anticipated costs. In
addition, our anticipated efficiencies and future estimated cost savings are based on several assumptions that may prove to be
inaccurate, and, as a result, there can be no assurance that we will realize these efficiencies and cost savings in the expected
time line or at all. Our inability to have the Center staffed and operational within our presently anticipated timeframe or at
presently anticipated costs, or our failure or delays in achieving projected levels of efficiencies and cost savings from such
measures, or any unanticipated inefficiencies resulting from establishing the Center, could materially adversely affect our
results of operations and financial condition.
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Control by a principal shareholder could adversely affect our other shareholders.
As of December 31, 2014, Jesse C. Crawford, a member of our Board of Directors, beneficially owned approximately
52% of our outstanding voting Class B Common Stock. As a result, he has the ability to control substantially all matters
submitted to our shareholders for approval, including the election and removal of directors. He also has the ability to control
our management and affairs. As of December 31, 2014, Mr. Crawford also beneficially owned approximately 39% of our
outstanding non-voting Class A Common Stock. This concentration of ownership of our stock may delay or prevent a change
in control; impede a merger, consolidation, takeover, or other business combination involving us; discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of us; reduce the liquidity, and thus the trading
price, of our stock; or result in other actions that may be opposed by, or not be in the best interests of, our other shareholders.
We are subject to insurance underwriting market cycle risks. We may not be able to identify new revenue sources
not directly tied to this cycle and, in that event, would remain subject to its risks.
Although the insurance industry underwriting cycle has been characterized in recent years as soft, the property-casualty
underwriting cycle remains volatile and could rapidly transition to a harder market due to certain factors such as the
occurrence of significant catastrophic losses or the performance of capital markets. In softer insurance markets, insurance
premiums and deductible levels are generally in decline and industry-wide claim volumes generally increase, which should
increase claim referrals to us, provided property and casualty insurance carriers do not reduce the number of claims they
outsource to independent firms such as ours. Because the underwriting cycle can change suddenly due to unforeseen events
in the financial markets and catastrophic claims activity, we cannot predict what impact the current market may have on us in
the future or the timing of when the market may change in the future. Indicators of a hard insurance underwriting cycle
generally include higher premiums, higher deductibles, lower liability limits, increased excluded coverages, increased
reservation of rights letters, and more unpaid claims. During a hard insurance underwriting market, insurance companies
typically become very selective in the risks they underwrite, and insurance premiums and policy deductibles increase. This
often results in a reduction in industry-wide claims volumes, which reduces claim referrals to us unless we can offset the
decline in claim referrals with growth in our market share.
We try to mitigate this risk exposure through the development and marketing of services that are not affected by the
insurance underwriting cycle. However, there can be no assurance that our mitigation efforts will be effective with respect to
eliminating or reducing underwriting market cycle risk. To the extent we cannot effectively minimize the risk through
diversification, our financial condition and results of operations could be materially adversely impacted by, or during, future
hard market cycles.
We manage a large amount of highly sensitive and confidential consumer information including personally
identifiable information, protected health information and financial information. The unauthorized access to,
alteration or disclosure of this data, whether as a result of criminal conduct, advances in computer hacking or
otherwise, could result in a material loss of business, substantial legal liability or significant harm to our
reputation.
We manage a large amount of highly sensitive and confidential consumer information including personally identifiable
information, protected health information and financial information. We use computers in substantially all aspects of our
business operations. We also use mobile devices, social networking and other online activities to connect with our employees
and our customers. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft
and inadvertent release of information.
While we have implemented measures to prevent security breaches and cyber incidents, and although we maintain cyber
and crime insurance, our preventative measures and incident response efforts may not be entirely effective. The theft,
destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or
interference with our information technology systems or the technology systems of third parties on which we rely, could
result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability
and competitive disadvantage.
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A significant portion of our operations are international. These international operations face political, legal,
operational, exchange rate and other risks not generally present in U.S. operations, which could materially
negatively affect those operations or our business as a whole.
Our international operations face political, legal, operational, exchange rate and other risks that we do not face in our
domestic operations. We face, among other risks: the risk of discriminatory regulation; nationalization or expropriation of
assets; changes in both domestic and foreign laws regarding trade and investment abroad; potential loss of proprietary
information due to piracy, misappropriation or laws that may be less protective of our intellectual property rights; or price
controls and exchange controls or other restrictions that prevent us from transferring funds from these operations out of the
countries in which they were earned or converting local currencies we hold into U.S. dollars or other currencies.
International operations also subject us to numerous additional laws and regulations that are in addition to, or may be
different from, those affecting U.S. businesses, such as those related to labor, employment, worker health and safety, antitrust
and competition, environmental protection, consumer protection, import/export and anti-corruption, including but not limited
to the Foreign Corrupt Practices Act ("FCPA"). Although we have put into place policies and procedures aimed at ensuring
legal and regulatory compliance, our employees, subcontractors, and agents could inadvertently or intentionally take actions
that violate any of these requirements. Violations of these regulations could subject us to criminal or civil enforcement
actions, any of which could have a material adverse effect on our business, financial condition or results of operations.
We operate in highly competitive markets and face intense competition from both established entities and new
entrants into those markets. Our failure to compete effectively may adversely affect us.
The claims management services market, both in the U.S. and internationally, is highly competitive and comprised of a
large number of companies of varying size and that offer a varied scope of services. The demand from insurance companies
and self-insured entities for services provided by independent claims service firms like us is largely dependent on industry-
wide claims volumes, which are affected by, among other things, the insurance underwriting cycle, weather-related events,
general economic activity, overall employment levels, and associated workplace injury rates. We are also impacted by
decisions insurance companies and self-insured entities may make with respect to the level of claims outsourced to
independent claim service firms as opposed to those handled by their own in-house claims adjusters. Accordingly, we are
limited in our ability to predict case volumes and, consequently, our revenues, in any period. Our ability to retain clients and
maintain and increase case referrals is also dependent in part on our ability to continue to provide high-quality, competitively
priced services and effective sales efforts. In addition, the goodwill and intangible assets in each of our segments are exposed
to potential impairment if we are unable to effectively compete or our financial results are otherwise materially negatively
impacted. In particular, we believe $12.9 million of goodwill in the Americas segment and $72.1 million of goodwill in the
EMEA/AP segment are most exposed to potential impairments. We intend to continue to monitor the performance of the
Americas and EMEA/AP segments. Should actual operating earnings consistently fall below forecasted operating earnings,
we will perform an interim goodwill impairment analysis.
We may not be able to recruit, train, and retain qualified personnel, including retaining a sufficient number of
on-call claims adjusters, to respond to catastrophic events that may, singularly or in combination, significantly
increase our clients’ needs for adjusters.
Our catastrophe related work and revenues can fluctuate dramatically based on the frequency and severity of natural and
man-made disasters. When such events happen, our clients usually require a sudden and substantial increase in the need for
catastrophic claims services, which can place strains on our capacity. Our internal resources are sometimes not sufficient to
meet these sudden and substantial increases in demand. When these situations occur, we must retain outside adjusters
(temporary employees and contractors) to increase our capacity. There can be no assurance that we will be able to retain such
outside adjusters with the requisite qualifications, at the times needed or on terms that we believe are economically
reasonable. Insurance companies and other loss adjusting firms also aggressively compete for these independent adjusters,
who often command high prices for their services at such times of peak demand. Such competition could reduce availability,
increase our costs and reduce our revenues. Our failure to timely, efficiently, and competently provide these services to our
clients could result in reduced revenues, loss of customer goodwill and a materially negative impact on our results of
operations.
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If we do not protect our proprietary information and technology resources and prevent third parties from making
unauthorized use of our proprietary information, intellectual property, and technology, our financial results
could be harmed.
We rely on a combination of trademark, trade name, copyright and trade secret laws to protect our proprietary
information, intellectual property, and technology. However, all of these measures afford only limited protection and may be
challenged, invalidated or circumvented by third parties. Third parties may copy aspects of our processes, products or
materials, or otherwise obtain and use our proprietary information without authorization. Unauthorized copying or use of our
intellectual property or proprietary information could materially adversely affect our financial condition and results of
operations. Third parties may also develop similar or superior technology independently, including by designing around any
of our proprietary technology. Furthermore, the laws of some foreign countries do not offer the same level of protection of
our proprietary rights as the laws of the U.S., and we may be subject to unauthorized use of our intellectual property in those
countries. Any legal action that we may bring to protect intellectual property and proprietary information could be expensive
and may distract management from day-to-day operations.
We are, and may become, party to lawsuits or other claims that could adversely impact our business.
In the normal course of the claims administration services business, we are named as a defendant in suits by insureds or
claimants contesting decisions by us or our clients with respect to the settlement of claims. Additionally, our clients have in
the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions on our part or on the
part of our agents or our employees in rendering services to clients. There can be no assurance that additional lawsuits will
not be filed against us. There also can be no assurance that any such lawsuits will not have a disruptive impact upon the
operation of our business, that the defense of the lawsuits will not consume the time and attention of our senior management
and financial resources or that the resolution of any such litigation will not have a material adverse effect on our business,
financial condition and results of operations.
Our U.S. qualified defined benefit pension plan (the "U.S. Qualified Plan") and our U.K. defined benefit pension
plans (the "U.K. Plans") are underfunded. Future funding requirements, including those imposed by any further
regulatory changes, could restrict cash available for our operating, financing, and investing requirements.
At the end of the most recent measurement periods for our U.S. Qualified Plan, the U.K Plans, and our other
international defined benefit pension plans, the projected benefit obligations for these specific plans were underfunded by
$142.3 million. In recent years we have been required to make significant contributions to these plans. The Highway
Transportation Funding Act of 2014 ("HAFTA") included pension funding reform which greatly reduced the contributions
required to the U.S. Plan, and no contributions are required in fiscal 2015. Required contributions are anticipated in future
years as the impact of the HATFA funding reform is phased out. As such, Crawford plans to contribute $9.0 million per
annum to the U.S. Plan for the next four fiscal years to improve the funded status of the plan and minimize future required
contributions. In addition, regulatory requirements in the U.K. require us to make additional contributions to our underfunded
U.K. Plans. Volatility in the capital markets and future legislation may have a negative impact on our U.S. and U.K. pension
plans, which may further increase the underfunded portion of our pension plans and our attendant funding obligations. The
required contributions to our underfunded defined benefit pension plans will reduce our liquidity, restrict available cash for
our operating, financing, and investing needs and may materially adversely affect our financial condition and our ability to
deploy capital to other opportunities.
While we intend to comply with our future funding requirements through the use of cash from operations, there can be
no assurance that we will generate enough cash to do so. Our inability to fund these obligations through cash from operations
could require us to seek funding from other sources, including through additional borrowings under our Credit Facility
(defined below), if available, proceeds from debt or equity financings, or asset sales. There can be no assurance that we
would be able to obtain any such external funding in amounts, at times and on terms that we deem commercially reasonable,
in order for us to meet these obligations. Furthermore, any of the foregoing could materially increase our outstanding debt or
debt service requirements, or dilute the value of the holdings of our current shareholders, as the case may be. Our inability to
comply with any funding obligations in a timely manner could materially adversely affect our financial condition.
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We have debt covenants in our credit facility that require us to maintain compliance with certain financial ratios
and other requirements. If we are not able to maintain compliance with these requirements, all of our
outstanding debt could become immediately due and payable.
We are party to a credit facility, dated December 8, 2011, with Wells Fargo Bank, N.A., Bank of America, N.A., RBS
Citizens, N.A., and the other lenders a party thereto, as amended (the “Credit Facility”). The Credit Facility contains various
representations, warranties and covenants, including covenants limiting liens, indebtedness, guarantees, mergers and
consolidations, substantial asset sales, investments and loans, sale and leasebacks, restrictions on dividends and distributions,
and other fundamental changes in our business. Additionally, the Credit Facility contains covenants requiring us to remain in
compliance with a maximum leverage ratio and a minimum fixed charge coverage ratio. If we do not maintain compliance
with the covenant requirements, we will be in default under the Credit Facility. In such an event, the lenders under the Credit
Facility would generally have the right to declare all then-outstanding amounts thereunder immediately due and payable. If
we could not obtain a required waiver on satisfactory terms, we could be required to renegotiate the terms of the Credit
Facility or immediately repay this indebtedness. Any such renegotiation could result in less favorable terms, including
additional fees, higher interest rates and accelerated payments, and would necessitate significant time and attention of
management, which could divert their focus from business operations. Any required payment may necessitate the sale of
assets or other uses of resources that we do not believe would be our best interests. While we do not presently expect to be in
violation of any of these requirements, no assurances can be given that we will be able to continue to comply with them in the
future. There can be no assurance that our actual financial results will match our projected results or that we will not violate
such covenants. Any failure to continue to comply with such requirements could materially adversely affect our borrowing
ability and access to liquidity, and thus our overall financial condition, as well as our ability to operate our business.
The risks described above are not the only ones facing us, but are the ones currently deemed the most material by us
based on available information. New risks may emerge from time to time, and it is not possible for management to predict all
such risks, nor can we assess the impact of known risks on our business or the extent to which any factor or combination of
factors may cause actual results to differ materially from those contained in any forward-looking statement.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
As of December 31, 2014, the Company owned an office in Kitchener, Ontario and an additional office location in
Stockport, England. As of December 31, 2014, the Company leased approximately 350 other office locations for use by the
Company of one or more of its segments under various leases with varying terms. Other office locations are occupied under
various short-term rental arrangements. The Company generally believes that its office locations are sufficient for its
operations and that, if it were necessary to obtain different or additional office locations, such locations would be available at
times, and on commercially reasonable terms, as would be necessary for the conduct of its business. No assurances can be
given, however, that the Company would be able to obtain such office locations as and when needed, or on terms it
considered to be reasonable, if at all.
ITEM 3.
LEGAL PROCEEDINGS
In the normal course of the claims administration services business, the Company is named as a defendant in suits by
insureds or claimants contesting decisions by the Company or its clients with respect to the settlement of claims.
Additionally, clients of the Company have, in the past, brought and may, in the future bring, claims for indemnification on the
basis of alleged actions on the part of the Company, its agents or its employees in rendering service to clients. The majority of
these claims are of the type covered by insurance maintained by the Company; however, the Company is responsible for the
deductibles and self-insured retentions under its various insurance coverages. In the opinion of the Company, adequate
reserves have been provided for such known risks. No assurances can be provided, however, that the result of any such
action, claim or proceeding, now known or occurring in the future, will not result in a material adverse effect on our business,
financial condition or results of operations.
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ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
Shares of the Company's two classes of common stock are traded on the NYSE under the symbols CRDA and CRDB,
respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the
Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B
Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A
Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless
different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The following
table sets forth, for the quarterly periods indicated, the high and low sales prices per share for CRDA and CRDB, as reported
on the NYSE:
2014
CRDA — High
CRDA — Low
CRDB — High
CRDB — Low
2013
CRDA — High
CRDA — Low
CRDB — High
CRDB — Low
First
Second
Third
Fourth
$
$
$
$
$
$
$
$
9.45
6.99
10.91
7.88
First
5.91
4.72
8.37
6.66
$
$
$
$
$
$
$
$
9.83
8.05
12.12
9.57
Second
5.59
4.82
8.02
5.62
$
$
$
$
$
$
$
$
8.74
7.74
10.86
8.25
Third
7.44
5.04
9.86
5.71
$
$
$
$
$
$
$
$
9.00
7.75
10.86
8.12
Fourth
8.33
7.00
11.26
8.60
During the year ended December 31, 2014, we declared and paid cash dividends totaling $0.24 per share and $0.18 per
share on CRDA and CRDB, respectively. During the year ended December 31, 2013, we declared and paid cash dividends
totaling $0.18 per share and $0.14 per share on CRDA and CRDB, respectively. In addition, during the quarter ending March
31, 2015, we declared cash dividends of $0.07 per share on CRDA and $0.05 per share on CRDB, which dividends are
payable on March 25, 2015 to shareholders of record at the close of business on March 10, 2015.
Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and
projected earnings and cash flows. Our ability to pay dividends in the future could be impacted by many factors including the
funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to
be generated by our operating activities, and covenants and other restrictions contained in our Credit Facility. The covenants
in our Credit Facility limit dividend payments to shareholders. See Note 4, “Short-Term and Long-Term Debt, Including
Capital Leases” to the audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
The number of record holders of the Company’s stock as of December 31, 2014: CRDA — 2,856 and CRDB — 490.
Effective August 16, 2014, the Company's then-existing repurchase authorization (the "2012 Repurchase Authorization")
was replaced with a new authorization pursuant to which the Company has been authorized to repurchase up to 2,000,000
shares of CRDA or CRDB (or both) through July 2017 (the "2014 Repurchase Authorization"). Under the 2014 Repurchase
Authorization, repurchases may be made in open market or privately negotiated transactions at such times and for such prices
as management deems appropriate, subject to applicable contractual and regulatory restrictions.
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Through December 31, 2014, the Company had repurchased 27,000 shares of CRDA and 0 shares of CRDB under the
2014 Repurchase Authorization. The table below sets forth the repurchases of CRDA and CRDB by the Company under the
2014 Repurchase Authorization during the three months ended December 31, 2014. From the original 2012 Repurchase
Authorization in May 2012 through December 31, 2014, the Company has reacquired 1,571,527 shares of CRDA and
7,000 shares of CRDB at an average cost of $6.26 and $3.83 per share, respectively. As of December 31, 2014, the
Company's authorization to repurchase shares of its common stock was limited to an additional 1,973,000 shares.
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares That
May be
Purchased
Under the Plans
or Programs
2,000,000
— $
— $
— $
— $
—
—
—
—
—
—
—
—
27,000
$
— $
27,000
8.64
—
27,000
—
27,000
2,000,000
2,000,000
1,973,000
Period
Balance as of September 30, 2014
October 1, 2014 - October 31, 2014
CRDA
CRDB
Totals as of October 31, 2014
November 1, 2014 - November 30, 2014
CRDA
CRDB
Totals as of November 30, 2014
December 1, 2014 - December 31, 2014
CRDA
CRDB
Totals as of December 31, 2014
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ITEM 6.
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with Item 7, "Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto
contained in Item 8, "Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Year Ended December 31,
2014
2013
2012
2011
2010
Revenues before Reimbursements
Reimbursements
Total Revenues
Total Costs of Services
Americas Operating Earnings (1)
EMEA/AP Operating Earnings (1)
Broadspire Operating Earnings (Loss) (1)
Legal Settlement Administration Operating Earnings (1)
Unallocated Corporate and Shared Costs and
Credits, Net
Goodwill and Intangible Asset Impairment Charges
Net Corporate Interest Expense
Stock Option Expense
Amortization of Customer-Relationship Intangible
Assets
Special (Charges) and Credits, Net
Income Taxes
Net Income Attributable to Noncontrolling
Interests
Net Income Attributable to Shareholders of Crawford &
Company
Earnings Per CRDB Share (2):
Basic
Diluted
Current Assets
Total Assets
Current Liabilities
Long-Term Debt, Less Current Installments
Total Debt
Shareholders’ Investment Attributable to Shareholders
of Crawford & Company
Total Capital
Current Ratio
Total Debt to Total Capital Ratio
Return on Average Shareholders’ Investment
Cash Provided by Operating Activities
Cash Used in Investing Activities
Cash Provided By (Used in) Financing Activities
Shareholders’ Investment Attributable to Shareholders
of Crawford & Company Per Diluted Share
Cash Dividends Per Share:
CRDA
CRDB
Weighted-Average Shares and Share-Equivalents:
Basic
Diluted
$ 1,142,851
74,112
1,216,963
914,814
23,663
19,720
15,469
22,849
(In thousands, except per share amounts and percentages)
$ 1,176,717
89,421
1,266,138
936,059
11,878
48,481
21
60,284
$ 1,125,355
86,007
1,211,362
917,929
20,007
28,096
(11,417)
51,307
$ 1,163,445
89,985
1,253,430
936,427
18,532
32,158
8,245
46,752
$ 1,030,417
80,384
1,110,801
839,247
20,748
24,828
(11,712)
47,661
(8,582)
—
(6,031)
(859)
(6,341)
—
(28,780)
(10,829)
—
(6,423)
(948)
(6,385)
—
(29,766)
(10,504)
—
(8,607)
(408)
(6,373)
(11,332)
(33,686)
(9,403)
—
(15,911)
(450)
(6,177)
2,379
(12,739)
(5,841)
(10,788)
(15,002)
(761)
(5,995)
(4,650)
(9,712)
(484)
(358)
(866)
(288)
(448)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
30,624
0.52
0.52
367,583
789,319
259,559
154,046
156,811
172,937
329,748
1.4:1
47.6%
16.4%
6,606
(31,767)
4,532
3.11
0.24
0.18
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
50,978
0.91
0.90
369,681
790,058
317,393
101,770
137,645
199,805
337,450
1.2:1
40.8%
30.3%
77,844
(33,528)
(39,132)
3.60
0.18
0.14
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
48,888
0.88
0.87
386,765
847,415
318,174
152,293
166,406
136,199
302,605
1.2:1
55.0%
36.3%
92,853
(33,803)
(64,918)
2.48
0.20
0.16
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
45,404
0.84
0.83
369,549
818,477
286,749
211,983
214,187
133,472
347,659
1.3:1
61.6%
40.7%
36,676
(34,933)
(17,964)
2.46
0.10
0.08
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
28,328
0.54
0.53
379,405
820,674
296,841
220,437
223,328
89,516
312,844
1.3:1
71.4%
38.8%
26,167
(42,531)
39,520
1.68
—
—
54,927
55,673
54,543
55,545
54,229
54,965
53,517
54,246
52,664
53,234
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______________________
(1)
This is a segment financial measure calculated in accordance with ASC Topic 280, and representing segment
earnings (loss) before certain unallocated corporate and shared costs and credits, net corporate interest expense,
stock option expense, amortization of customer-relationship intangible assets, special charges and credits, goodwill
and intangible asset impairment charges, income taxes, and net income attributable to noncontrolling interests.
(2)
The Company computes earnings per share of CRDA and CRDB using the two-class method, which allocates the
undistributed earnings for each period to each class on a proportionate basis. The Company's Board of Directors has
the right, but not the obligation, to declare higher dividends on the non-voting CRDA shares than on the voting
CRDB shares, subject to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when
no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per
share for CRDA and CRDB. Unless otherwise indicated, references to earnings per share refer to CRDB, which is a
more dilutive presentation.
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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is
intended to help the reader understand Crawford & Company, our operations, and our business environment. This MD&A is
provided as a supplement to — and should be read in conjunction with — our audited consolidated financial statements and
the accompanying notes thereto contained in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report
on Form 10-K. As described in Note 1, “Significant Accounting and Reporting Policies,” of those accompanying audited
consolidated financial statements, financial results from the Company's operations outside of the U.S., Canada, the
Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis in
accordance with the provisions of ASC 810, “Consolidation,” in order to provide sufficient time for accumulation of their
results. Accordingly, the Company's December 31, 2014, 2013, and 2012 consolidated financial statements include the
financial position of such operations as of October 31, 2014 and 2013, respectively, and the results of their operations and
cash flows for the fiscal periods ended October 31, 2014, 2013 and 2012, respectively. Thus, the results of operations and
cash flows from the date of acquisition and the balance sheet impact from the GAB Robins acquisition discussed below are
excluded from our consolidated financial statements as of and for the year ended December 31, 2014.
Business Overview
Based in Atlanta, Georgia, Crawford & Company (www.crawfordandcompany.com) is the world’s largest (based on
annual revenues) independent provider of claims management solutions to the risk management and insurance industry, as
well as to self-insured entities, with an expansive global network serving clients in more than 70 countries. The Crawford
SolutionSM offers comprehensive, integrated claims services, business process outsourcing and consulting services for major
product lines including property and casualty claims management, workers’ compensation claims and medical management,
and legal settlement administration.
Shares of the Company’s two classes of common stock are traded on the NYSE under the symbols CRDA and CRDB,
respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the
Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B
Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A
Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless
different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class.
As discussed in more detail in subsequent sections of this MD&A, we have four operating segments: Americas, EMEA/
AP, Broadspire, and Legal Settlement Administration. Our four operating segments represent components of our Company
for which separate financial information is available, and which is evaluated regularly by our chief operating decision maker
("CODM") in deciding how to allocate resources and in assessing operating performance. Americas primarily serves the
property and casualty insurance company markets in the U.S., Canada, Latin America, and the Caribbean. EMEA/AP serves
the property and casualty insurance company and self-insurance markets in Europe, including the U.K., the Middle East,
Africa, and the Asia-Pacific region (which includes Australia and New Zealand). Broadspire serves the U.S. self-insurance
marketplace. Legal Settlement Administration serves the securities, bankruptcy, and other legal settlements markets,
primarily in the U.S.
Insurance companies, which represent the major source of our global revenues, customarily manage their own claims
administration function but often rely on third parties for certain services which we provide, primarily field investigation and
the evaluation of property and casualty insurance claims. We are also experiencing increased utilization by insurance
companies of the managed repair network provided by our Contractor Connection division.
Self-insured entities typically rely on us for a broader range of services. In addition to field investigation and claims
evaluation, we may also provide initial loss reporting services for their claimants, loss mitigation services such as medical bill
review, medical case management and vocational rehabilitation, risk management information services, and trust fund
administration to pay their claims.
We also perform legal settlement administration services related to securities, product liability, and other class action
settlements and bankruptcies, including identifying and qualifying class members, determining and dispensing settlement
payments, and administering settlement funds. Such services are usually referred to by us as class action services.
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The global claims management services market is highly competitive and comprised of a large number of companies of
varying size and that offer a varied scope of services. The demand from insurance companies and self-insured entities for
services provided by independent claims service firms like us is largely dependent on industry-wide claims volumes, which
are affected by, among other things, the insurance underwriting cycle, weather-related events, general economic activity,
overall employment levels, and workplace injury rates. Demand is also impacted by decisions insurance companies and self-
insured entities may make with respect to the level of claims outsourced to independent claim service firms as opposed to
those handled by their own in-house claims adjusters. In addition, our ability to retain clients and maintain or increase case
referrals is also dependent in part on our ability to continue to provide high-quality, competitively priced services and
effective sales efforts.
We typically earn our revenues on an individual fee-per-claim basis for claims management services we provide to
insurance companies and self-insured entities. Accordingly, the volume of claim referrals to us is a key driver of our
revenues. Generally, fees are earned on cases as services are provided, which generally occurs in the period the case is
assigned to us, although sometimes a portion or substantially all of the revenues generated by a specific case assignment will
be earned in subsequent periods. We cannot predict the future trend of case volumes for a number of reasons, including the
frequency and severity of weather-related cases and the occurrence of natural and man-made disasters, which are a significant
source of cases for us and are not subject to accurate forecasting.
The legal settlement administration market is also highly competitive but is comprised of a smaller number of
specialized entities. The demand for legal settlement administration services is generally not directly tied to or affected by the
insurance underwriting cycle. The demand for these services is largely dependent on the volume of securities and product
liability class action settlements, the volume of Chapter 11 bankruptcy filings and the resulting settlements, and general
economic conditions. Our revenues for legal settlement administration services are largely project-based and we earn these
revenues as we perform individual tasks and deliver the outputs as outlined in each project.
In 2014, we entered into a number of significant transactions in furtherance of our business strategy. On July 15, 2014
we acquired 100% of the capital stock of Buckley Scott Holdings Limited ("Buckley Scott"), a U.K. based international
construction and engineering adjusting firm, for $3.8 million, plus a potential future earnout payment. The acquisition of
Buckley Scott is expected to enable us to significantly expand our construction and engineering capabilities in the U.K. and
elsewhere. The results of operations of Buckley Scott, which are not material to our consolidated results of operations, are
reported in our EMEA/AP segment, and have been included in our consolidated results of operations since the acquisition
date.
On December 1, 2014, we borrowed $78.4 million under our Credit Facility to acquire 100% of the capital stock of GAB
Robins, a loss adjusting and claims management provider headquartered in the U.K. which will report through our EMEA/AP
segment. The acquisition is currently being reviewed by the CMA as a part of its routine acquisition review process, and we
cannot begin the integration process until this review is completed. Although we currently expect that this review will be
concluded during the first half of 2015, no assurances of the timing, or any material conditions being placed on this approval
can be provided. The success of the GAB Robins acquisition will depend, in part, on our ability to realize the anticipated
synergies and cost savings from integrating GAB Robins on a timely basis. The integration process may be complex, costly
and time-consuming. We expect to record special charges of approximately $7 million in 2015 related to these efforts.
Because the financial results of certain of our international subsidiaries, including those in the U.K. through which GAB
Robins will report, are included in our consolidated financial statements on a two-month delayed basis as described above,
the results of GAB Robins' business since the acquisition date have not been included in our consolidated results of
operations. In addition, the Credit Facility borrowings used to complete the GAB Robins acquisition are not included in
outstanding borrowings on our Consolidated Balance Sheet at December 31, 2014, because the U.K.-based borrowing entity
has an October 31 fiscal year end, and the balance sheet of that entity was consolidated as of October 31, 2014.
On January 22, 2015, we announced the establishment of a wholly-owned global business services center (the "Center")
in Manila, Philippines. The Center provides us a venue for global consolidation of certain business functions, shared services,
and currently outsourced processes. The Center, which is expected to be phased in through 2018, is expected to allow us to
continue to strengthen our client service, realize additional operational efficiencies, and invest in new capabilities for growth.
Operations in the Center are expected to deliver cumulative expense savings of approximately $60 million through 2019 and
annual cost savings of approximately $20 million per year thereafter. To achieve these savings, we expect to record charges
totaling approximately $20 million through 2018. An initial estimated charge of approximately $9 million is expected to be
incurred in 2015, which is expected to be partially offset by initial savings in 2015 of approximately $2 million. No
assurances can be provided of our ability to timely or cost effectively complete and ramp up operations at the Center, or to
achieve expected cost savings on a timely basis, or at all.
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Executive Summary
Results of Operations
Net income attributable to Crawford & Company was $30.6 million in 2014, compared with net income of $51.0 million
in 2013 and $48.9 million in 2012.
There were no special charges or credits in 2014 or 2013. During 2012, the Company recorded pretax special charges of
$11.3 million, consisting of $1.2 million for severance costs, $0.6 million for retention bonuses, $0.8 million for temporary
labor costs, and $0.1 million for other expenses for a project to outsource certain aspects of our U.S. technology
infrastructure; $4.3 million to adjust the estimated loss on a leased facility the Company no longer uses; and $3.4 million for
severance costs and $0.8 million for lease termination costs, primarily related to restructuring activities in our North
American operations.
Segment operating earnings (a measure of segment operating performance used by our management that is defined and
discussed in more detail below) improved in our Americas and Broadspire segments from 2012 to 2013 and from 2013 to
2014, while we experienced expected declines in our EMEA/AP and Legal Settlement Administration segments in those
periods.
In the Americas segment, operating earnings improved from 2013 to 2014 due to continued growth in our U.S.
Contractor Connection managed repair network, and higher revenues and operating earnings in Canada due to the impact of
case volume increases resulting from business growth in 2014 from both insurer markets and our expanding Canadian
Contractor Connection managed repair network. These increases were partially offset by the absence of weather related cases
in the U.S. and cases from flood losses in Ontario, Canada in 2013. Also reducing the 2014 increase in operating earnings
was a $2.3 million gain from the sale of the rights to a customer contract in Latin America in 2013, compared to a $0.4
million gain from the contingent consideration provision of the same agreement during 2014.
Broadspire's operating earnings improved each year from 2012 to 2014. The improvements were due to higher revenues
from both new and existing clients, and improved control over operating expenses. The results for 2013 also included a one-
time increase in revenues and operating earnings of approximately $3.0 million due to Broadspire being relieved of the
obligation to continue to service certain clients' claims under lifetime pricing contracts and the associated release of the
remaining deferred revenue for those claims.
As expected, both EMEA A/P and Legal Settlement Administration's operating earnings declined in 2014 compared to
2013, reflecting the expected decline in revenues from certain special projects. EMEA A/P's handling of cases resulting from
the 2011 Thailand flooding was substantially completed during 2013, while Legal Settlement Administration had lower
revenues in 2014 from the Deepwater Horizon class action settlement project and another non-Gulf related special project,
compared with 2013. Operating earnings were higher in both 2013 and 2012, compared with 2014, in both segments due to
these special projects.
Compared with 2013, our consolidated revenues before reimbursements were 1.8% lower in 2014 due primarily to lower
revenues from the special projects in EMEA/AP and Legal Settlement Administration, partially offset by improvements in
our U.S. Contractor Connection managed repair network, the Canadian operations in our Americas segment, and in our
Broadspire segment. The special projects in Legal Settlement Administration continued to wind down and we expect these
revenues, and related operating earnings, to be at a reduced rate in all future periods as compared to 2014.
"Other income" includes dividend income from our unconsolidated subsidiaries and miscellaneous other income.
Included in "Other income" for the year ended December 31, 2014 was an $0.8 million gain from the sale of our interest in
the former corporate headquarters property sold in 2006 and a $0.4 million gain from the contingent consideration provision
of a 2013 agreement selling certain rights to a customer contract in Latin America. We have no further investment interest in
the former corporate headquarters property. Included in "Other income" for the year ended December 31, 2013 was a $2.3
million gain from the sale of the rights to the above-described customer contract. Except for the gain from the sale of our
interest in the former corporate headquarters property, which is included in "Unallocated corporate shared costs and credits,"
all of these amounts are included in the Americas segment operating earnings.
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Selling, general and administrative ("SG&A") expenses were 2.4% higher in 2014 than in 2013 and 1.7% higher in 2013
than in 2012. The increase in 2014 was due to an increase in acquisition-related costs, professional fees and self-insurance
expense, partially offset by a decrease in short-term and long-term incentive compensation costs. The increase in 2013 was
due to an increase in professional fees.
Segment Operating Earnings of our Operating Segments
We believe that a discussion and analysis of the segment operating earnings of our four operating segments is helpful in
understanding the results of our operations. Operating earnings is our segment measure of profitability as discussed in
Note 13, “Segment and Geographic Information," to the accompanying audited consolidated financial statements included in
Item 8 of this Annual Report on Form 10-K. Operating earnings is the primary financial performance measure used by our
senior management and CODM to evaluate the financial performance of our operating segments and make resource
allocation decisions.
We believe operating earnings is a measure that is useful to others in that it allows them to evaluate segment operating
performance using the same criteria used by our senior management and CODM. Segment operating earnings represent
segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business
but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense,
amortization of customer-relationship intangible assets, income taxes, and net income or loss attributable to noncontrolling
interests.
For most of our international operations, including our EMEA/AP, Canadian and Latin American operations, and for
Legal Settlement Administration, most administrative functions, such as finance, human resources, information technology,
quality and compliance, are embedded in those locations and are considered direct costs of those operations. For our domestic
operations (primarily Broadspire and U.S. Claims Services within the Americas segment), we have a centralized shared-
services arrangement for most of these administrative functions, and we allocate the costs of those services to the segments as
indirect costs based on usage. Although some of the administrative services in our shared-services center benefit, and are
allocated to, more than one of our operating segments, the majority of these shared services are allocated to Broadspire and
U.S. Claims Services within the Americas segment.
Income taxes, net corporate interest expense, stock option expense, and amortization of customer-relationship intangible
assets are recurring components of our net income, but they are not considered part of our segment operating earnings
because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis
based on statutory rates in effect in the various jurisdictions in which we provide services, and vary significantly by
jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the
Board of Directors and affecting the Company as a whole. Stock option expense represents the non-cash costs generally
related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments.
Amortization expense is a non-cash expense for customer-relationship intangible assets acquired in business combinations.
None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from
segment operating earnings in order to better assess the results of each segment’s operating activities on a consistent basis.
Special charges and credits arise from time to time from events (such as expenses related to restructurings, losses on
subleases, arbitration awards, debt refinancings, and goodwill impairment charges) that are not allocated to any particular
segment since they historically have not regularly impacted our performance and are not expected to impact our future
performance on a regular basis.
Unallocated corporate and shared costs and credits represent expenses and credits related to our chief executive officer
and Board of Directors, certain provisions for bad debt allowances or subsequent recoveries such as those related to bankrupt
clients, defined benefit pension costs or credits for our frozen U.S. pension plan, and certain self-insurance costs and
recoveries that are not allocated to our individual operating segments.
Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense,
amortization of customer-relationship intangible assets, unallocated corporate and shared costs and credits, and special
charges and credits follows the discussion and analysis of the results of operations of our four operating segments.
22
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Segment Revenues
In the normal course of business, our operating segments incur certain out-of-pocket expenses that are thereafter
reimbursed by our clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be
included when reporting expenses and revenues, respectively, in our consolidated results of operations. In the discussion and
analysis of results of operations which follows, we do not include a gross up of expenses and revenues for these pass-through
reimbursed expenses. The amounts of reimbursed expenses and related revenues offset each other in our results of operations
with no impact to our net income or operating earnings. A reconciliation of revenues before reimbursements to consolidated
revenues determined in accordance with GAAP is self-evident from the face of the accompanying statements of income.
Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses.
Segment Expenses
Our discussion and analysis of segment operating expenses is comprised of two components. "Direct Compensation,
Fringe Benefits & Non-Employee Labor" and "Expenses Other Than Direct Compensation, Fringe Benefits & Non-
Employee Labor". Beginning in 2014, we combined non-employee labor (outsourced service providers) with direct
compensation and fringe benefits. We believe this presentation better reflects the total direct labor costs necessary to provide
our services. The results of prior periods have been revised to conform to the current presentation.
“Direct Compensation, Fringe Benefits & Non-Employee Labor” includes direct compensation, payroll taxes, and
benefits provided to the employees of each segment, as well as payments to outsourced service providers that augment our
staff in each segment. As a service company, these costs represent our most significant and variable operating expenses. In
our EMEA/AP and Legal Settlement Administration segments, these costs include direct compensation, payroll taxes, and
benefits of certain administrative functions that are embedded in those locations and are considered direct operating costs of
those locations. Likewise, in the Americas segment, administrative costs for Canada, Latin America and the Caribbean
operations are embedded in those locations and are considered direct operating costs. In our U.S. Claims Services and
Broadspire operations, certain administrative functions are performed by centralized headquarters staff. These costs are
considered indirect and are not included in "Direct Compensation, Fringe Benefits & Non-Employee Labor". Accordingly,
the "Direct Compensation, Fringe Benefits & Non-Employee Labor" and "Expenses Other Than Direct Compensation, Fringe
Benefits & Non-Employee Labor" components are not comparable across segments, but are comparable within each segment
across periods.
The allocated indirect costs of our shared-services infrastructure are included in “Expenses Other Than Direct
Compensation, Fringe Benefits & Non-Employee Labor." In addition to allocated corporate and shared costs, “Expenses
Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" includes travel and entertainment, office rent and
occupancy costs, automobile expenses, office operating expenses, data processing costs, cost of risk, professional fees, and
amortization and depreciation expense other than amortization of customer-relationship intangible assets.
Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket
expenses and expense amounts exclude reimbursed out-of-pocket expenses.
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Operating results for our segments reconciled to income before income taxes and net income attributable to shareholders
of Crawford & Company, are as shown in the following table.
Year Ended December 31,
Revenues Before Reimbursements:
Americas
EMEA/AP
Broadspire
Legal Settlement Administration
Total, before reimbursements
Reimbursements
Total Revenues
Direct Compensation, Fringe Benefits & Non-Employee
Labor:
Americas
% of related revenues before reimbursements
EMEA/AP
% of related revenues before reimbursements
Broadspire
% of related revenues before reimbursements
Legal Settlement Administration
% of related revenues before reimbursements
2014
2013
(In thousands, except percentages)
2012
$
359,319
344,350
268,890
170,292
1,142,851
74,112
$ 1,216,963
$
236,283
$
$
$
65.8%
237,661
69.0%
149,353
55.5%
117,625
69.1%
342,240
350,164
252,242
218,799
1,163,445
89,985
1,253,430
230,651
67.4%
234,775
67.0%
142,937
56.7%
142,961
65.3%
$
$
$
334,431
366,718
238,960
236,608
1,176,717
89,421
1,266,138
231,812
69.3%
230,227
62.8%
139,042
58.2%
151,315
64.0%
% Change From Prior Year
2014
2013
5.0 %
(1.7)%
6.6 %
(22.2)%
(1.8)%
(17.6)%
(2.9)%
2.4 %
1.2 %
4.5 %
2.3 %
(4.5)%
5.6 %
(7.5)%
(1.1)%
0.6 %
(1.0)%
(0.5)%
2.0 %
2.8 %
(17.7)%
(5.5)%
Total
$
740,922
$
751,324
$
752,396
(1.4)%
(0.1)%
% of Revenues before reimbursements
64.8%
64.6%
63.9%
Expenses Other than Direct Compensation, Fringe Benefits &
Non-Employee Labor:
Americas
% of related revenues before reimbursements
EMEA/AP
% of related revenues before reimbursements
Broadspire
% of related revenues before reimbursements
Legal Settlement Administration
% of related revenues before reimbursements
Total, before reimbursements
% of Revenues before reimbursements
Reimbursements
Total
% of Revenues
Segment Operating Earnings:
Americas
% of related revenues before reimbursements
EMEA/AP
% of related revenues before reimbursements
Broadspire
% of related revenues before reimbursements
Legal Settlement Administration
% of related revenues before reimbursements
Deduct:
Unallocated corporate and shared costs and credits
Net corporate interest expense
Stock option expense
Amortization of customer-relationship intangible assets
Special charges and credits
Income Before Income Taxes
Income taxes
Net Income
Net income attributable to noncontrolling interests
Net Income Attributable to Shareholders of Crawford &
Company
_________________
nm = not meaningful
$
99,373
$
93,057
$
90,741
$
$
$
$
27.8%
86,969
25.3%
104,068
38.7%
29,818
17.5%
320,228
28.0%
74,112
394,340
32.4%
23,663
6.6%
19,720
5.7%
15,469
5.8%
22,849
13.4%
(8,582)
(6,031)
(859)
(6,341)
—
59,888
(28,780)
31,108
(484)
$
$
27.2%
83,231
23.8%
101,060
40.1%
29,086
13.2%
306,434
26.3%
89,985
396,419
31.6%
18,532
5.4%
32,158
9.2%
8,245
3.3%
46,752
21.4%
(10,829)
(6,423)
(948)
(6,385)
—
81,102
(29,766)
51,336
(358)
27.1%
88,010
24.0%
99,897
41.8%
25,009
10.5%
303,657
25.8%
89,421
393,078
31.0%
11,878
3.6%
48,481
13.2%
21
—%
60,284
25.5%
(10,504)
(8,607)
(408)
(6,373)
(11,332)
83,440
(33,686)
49,754
(866)
6.8 %
4.5 %
3.0 %
2.5 %
4.5 %
(17.6)%
(0.5)%
2.6 %
(5.4)%
1.2 %
16.3 %
0.9 %
0.6 %
0.8 %
27.7 %
56.0 %
(38.7)%
(33.7)%
87.6 %
nm
(51.1)%
(22.4)%
(20.7)%
(6.1)%
(9.4)%
(0.7)%
nm
(26.2)%
(3.3)%
(39.4)%
35.2 %
3.1 %
(25.4)%
132.4 %
0.2 %
nm
(2.8)%
(11.6)%
3.2 %
(58.7)%
$
30,624
$
50,978
$
48,888
(39.9)%
4.3 %
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YEAR ENDED DECEMBER 31, 2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013
AMERICAS SEGMENT
Operating Earnings
Operating earnings for our Americas segment increased from $18.5 million in 2013 to $23.7 million in 2014,
representing an operating margin of 6.6% in 2014 compared with 5.4% in 2013. Operating earnings improved 27.7% from
2013 to 2014 due to continued growth in our U.S. Contractor Connection managed repair network, and higher revenues and
operating earnings in Canada due to the impact of case volume increases resulting from business growth in 2014 from both
insurer markets and our expanding Canadian Contractor Connection managed repair network. These increases were partially
offset by the absence of weather related cases in the U.S. from superstorm Sandy and cases from flood losses in Ontario,
Canada in 2013. Also reducing the 2014 increase in operating earnings was a $2.3 million gain from the sale of the rights to a
customer contract in Latin America in 2013, compared to a $0.4 million gain from the contingent consideration provision of
the same agreement during 2014.
Revenues before Reimbursements
Americas revenues are primarily generated from the property and casualty insurance company markets in the U.S.,
Canada, Latin America and the Caribbean. Americas revenues before reimbursements by major service line in the U.S. and
by area for other regions were as follows:
Year Ended December 31,
U.S. Claims Field Operations
U.S. Technical Services
U.S. Catastrophe Services
Subtotal U.S. Claims Services
U.S. Contractor Connection
Subtotal U.S. Property & Casualty
Canada—all service lines
Latin America/Caribbean—all service lines
Total Revenues before Reimbursements
2014
2013
Variance
(In thousands)
$
$
95,859
24,822
44,188
164,869
50,517
215,386
129,246
14,687
359,319
$
$
103,594
28,209
36,067
167,870
36,046
203,916
122,748
15,576
342,240
(7.5)%
(12.0)%
22.5 %
(1.8)%
40.1 %
5.6 %
5.3 %
(5.7)%
5.0 %
For the year ended December 31, 2014 compared with the year ended December 31, 2013, revenues were positively
impacted by segment unit volume, measured principally by cases received, which increased by 9.7% during this period. The
U.S. dollar strengthened against most foreign currencies in the segment, decreasing revenues before reimbursements by $10.2
million, or 3.0% of segment revenues, from 2013 to 2014. In addition, an overall unfavorable change in the mix of services
provided and in the rates charged for those services also decreased revenues by approximately 1.7% in 2014 compared with
2013.
The decline in revenues in U.S. Claims Services primarily resulted from a lack of major weather-related events in 2014
and a reduction in workers' compensation cases (which are now handled solely by our Broadspire segment), partially offset
by increased revenues in our U.S. Catastrophe Services service line from an outsourcing project for a major U.S. insurance
carrier. The overall decline in U.S. Claims Services revenue was offset by increases in revenues from U.S. Contractor
Connection. U.S. Contractor Connection revenues increased due to the ongoing expansion of this service as an alternative
property claims service solution as insurance carriers continued the trend of moving high-frequency, low-complexity property
cases directly to managed repair networks. U.S. Contractor Connection revenues were also positively impacted by a price
increase that was effective on July 1, 2013, which is reflected in all of 2014.
The revenue increase in Canada was primarily due to an increase in cases received from both new and existing clients,
market share increases in 2014, and growth in Canada's Contractor Connection service line. There was also an increase in
desk-adjusted case assignments in both corporate self-insured and insurer markets in the current year.
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The decrease in revenues in Latin America and the Caribbean in 2014 compared with 2013 was primarily due to the
change in the mix of services provided and amounts charged for those services in Brazil. The growth in cases received in
Brazil in 2014 was primarily due to increases in high-frequency, low-complexity automotive and property cases, which
resulted in a reduced average fee per case within the region compared to the prior year.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Americas segment which are included in total Company
revenues were $17.5 million in 2014, decreasing from $19.8 million in 2013. The decrease in 2014 was due primarily to an
outsourcing project in U.S. Claims Services in 2014, which does not have reimbursed expenses, and also to higher expenses
incurred in 2013 related to handling superstorm Sandy cases.
Case Volume Analysis
Americas unit volumes by underlying case category, as measured by cases received, for 2014 and 2013 were as follows:
Year Ended December 31,
U.S. Claims Field Operations
U.S. Technical Services
U.S. Catastrophe Services
Subtotal U.S. Claims Services
U.S. Contractor Connection
Subtotal U.S. Property & Casualty
Canada—all service lines
Latin America/Caribbean—all service lines
Total Americas Cases Received
2014
216,341
5,751
25,360
247,452
184,738
432,190
184,304
71,728
688,222
2013
199,259
6,458
36,134
241,851
168,671
410,522
147,233
69,568
627,323
Variance
8.6 %
(10.9)%
(29.8)%
2.3 %
9.5 %
5.3 %
25.2 %
3.1 %
9.7 %
The 2014 increase in U.S. Claims Services cases was primarily due to an increase in high-frequency, low-complexity
affinity cases, which more than offset the reduction in weather-related cases and the internal transfer of workers'
compensation cases. The previously described 2014 outsourcing project involved the Company providing adjusters to work
on the client's premises; accordingly, there are no associated case volumes referred to the Company in 2014 for these
revenues. The 2014 increase in U.S. Contractor Connection cases was due to the ongoing expansion of our contractor
network and to the continued trend in the insurance industry of shifting to managed repair networks as an alternative property
claims solution for high-frequency, low-complexity property cases, which we expect to continue for the foreseeable future.
The increases in high-frequency, low-complexity automotive, property, and affinity cases resulted in a reduced average fee
per case within the region compared to 2013.
The 2014 increase in cases in Canada was primarily due to increases in high-frequency, low-complexity automotive and
affinity cases. Canada also experienced an increase in market share compared with the prior year, significant growth in its
Contractor Connection business, and growth in its desk-adjusted case assignments in both corporate self-insured and insurer
markets.
The 2014 increase in cases in Latin America and the Caribbean were primarily due to increases in high-frequency, low-
complexity automotive and property cases from both new and existing clients in Brazil.
Direct Compensation, Fringe Benefits & Non-Employee Labor
The most significant expense in our Americas segment is the compensation of employees, including related payroll taxes
and fringe benefits, and the payments to outsourced service providers that augment our staff. Americas direct compensation,
fringe benefits, and non-employee labor expense, as a percent of segment revenues before reimbursements, was 65.8% for
2014 and 67.4% for 2013. The decrease was due to improved staff utilization.
The dollar amount of these expenses increased from $230.7 million in 2013 to $236.3 million in 2014. There was an
average of 2,760 FTEs (including 317 catastrophe adjusters) in 2014 compared with an average of 2,675 FTEs (including 197
catastrophe adjusters) in 2013. The increase in expenses and FTEs in 2014 was due to revenue growth in U.S. Contractor
Connection and Canada, expansion of our Specialty Markets service line, and the outsourcing project discussed above.
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Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Americas expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased
from $93.1 million in 2013 to $99.4 million in 2014, primarily due to $4.1 million in increased allocation of centralized
administrative costs, amortization for internally developed software and self-insured professional liability expenses. In
addition, 2013 expense included a $2.3 million gain from the sale of the rights to a customer contract in Latin America in this
category, which reduced net expenses by this amount, compared to a $0.4 million gain in 2014. The remaining increase was
due to the continued investment in the start-up operations of our Specialty Markets service line, and increases in U.S.
Contractor Connection and Canada due to the growth in revenues.
EMEA/AP SEGMENT
Operating Earnings
EMEA/AP operating earnings decreased to $19.7 million in 2014, a decrease of 38.7% from 2013 operating earnings of
$32.2 million. The operating margin decreased from 9.2% in 2013 to 5.7% in 2014. The decline in operating earnings was
principally due to increased expenses in 2014 related to the continued investment in the start-up operations of our Specialty
Markets service line that commenced in the third quarter of 2013. The decline in EMEA/AP operating earnings was also due
to the inclusion in 2013 of revenues and operating earnings from the claims handling activity originating from the 2011
Thailand floods, flooding and bush fires in Australia, and a $900,000 performance bonus from a client in CEMEA.
The results for GAB Robins are not included in the EMEA/AP results for the year ended December 31, 2014, as the
acquisition occurred after the October 31, 2014 fiscal year end of our U.K. subsidiaries.
Revenues before Reimbursements
EMEA/AP revenues are primarily derived from the property and casualty insurance company and self-insurance markets
in Europe, including the U.K., the Middle East, Africa, and the Asia-Pacific region (which includes Australia and New
Zealand). Revenues before reimbursements by major region were as follows:
Year Ended December 31,
2014
2013
Variance
U.K.
CEMEA
Asia-Pacific
Total EMEA/AP Revenues before Reimbursements
(In thousands)
$
$
128,561
111,749
104,040
344,350
$
$
119,747
112,374
118,043
350,164
7.4 %
(0.6)%
(11.9)%
(1.7)%
Revenues before reimbursements from our EMEA/AP segment totaled $344.4 million in 2014, a 1.7% decrease from
$350.2 million in 2013. Compared with 2013, the U.S. dollar was slightly weaker in 2014 against most major EMEA/AP
currencies, resulting in a positive impact from exchange rate movements of $1.0 million, or 0.3%, of segment revenues from
2013 to 2014.
U.K. revenues increased due to increases in winter weather-related cases, increased revenues from the Specialty Markets
service lines, and foreign exchange gains. The decrease in revenues in CEMEA for 2014 compared with 2013 was primarily
due to the disposal of our South African subsidiary and the inclusion in 2013 of a $900,000 performance bonus from a client,
partially offset by increased business in Scandinavia in 2014.
The lower revenues in Asia-Pacific were associated with an expected decline in fees for the ongoing handling of cases
resulting from the 2011 Thailand flooding event. Claims handling associated with the Thailand flooding event was
substantially completed during 2013. There was also a decline in revenues in Australia due to flooding and bush fire activity
in 2013, partially offset by an increase in weather-related activity in the Philippines in 2014.
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EMEA/AP unit volume, measured by cases received, increased 8.1% in 2014 compared with 2013, and increased 9.0%
when cases from our South African subsidiary are removed from 2013 for comparison purposes. Revenues decreased by
10.5% from changes in the mix of services provided and in the rates charged for those services, primarily due to the decline
in Thailand revenues and the additional high-frequency, low-complexity case volumes in CEMEA, net of an increase in the
average fee per case in the U.K. from reduced high-frequency, low-complexity cases received in the period. The disposal of
our South African subsidiary reduced revenue by 2.2%, while revenues resulting from the 2013 acquisition of Lloyd Warwick
International Limited and the 2014 acquisition of Buckley Scott Holdings Limited increased revenues by 1.7%.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our EMEA/AP segment which are included in total Company
revenues decreased to $23.0 million in 2014 from $33.4 million in 2013. Reimbursements for out-of-pocket expenses were
higher in 2013 because of increased expenses associated with handling the Thailand flood cases.
Case Volume Analysis
EMEA/AP unit volumes by region for 2014 and 2013 were as follows:
Year Ended December 31,
U.K.
CEMEA
Asia-Pacific
Total EMEA/AP Cases Received
2014
2013
Variance
88,061
261,344
157,032
506,437
91,587
227,910
149,016
468,513
(3.8)%
14.7 %
5.4 %
8.1 %
The decrease in cases received in the U.K. was primarily due to a continued decline in the general property market as
well as a general decline in high-frequency, low-complexity cases. The increase in CEMEA cases, especially in Sweden,
Norway and Spain, was primarily due to expanding insurer contracts. Asia-Pacific overall case volumes increased due to
increases in high-frequency, low-complexity motor and property cases in China and Malaysia.
Direct Compensation, Fringe Benefits & Non-Employee Labor
Direct compensation expenses, fringe benefits, and non-employee labor, as a percent of segment revenues before
reimbursements, increased to 69.0% in 2014 from 67.0% in 2013. The percentage increase primarily reflected changes in the
mix of services provided and lower utilization of our staff after the completion of claims servicing related to the 2011
Thailand floods. The dollar amount of these expenses increased in 2014 by $2.9 million due to continued investment in the
start-up operations of our Specialty Markets service line. There was an average of 2,938 EMEA/AP FTEs in 2014, a slight
decrease from 3,045 FTEs in 2013 due to a decline in FTEs in the U.K., partially offset by an increase in FTEs in CEMEA
and Asia-Pacific.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased as a percent
of segment revenues before reimbursements from 23.8% in 2013 to 25.3% in 2014, and the dollar amount of these expenses
increased by $3.7 million, primarily resulting from increased Specialty Market expenses, bad debt expense, and professional
fees compared to the prior year.
BROADSPIRE SEGMENT
Operating Earnings
Broadspire recorded operating earnings of $15.5 million in 2014, or 5.8% of revenues, compared with operating earnings
of $8.2 million in 2013, or 3.3% of revenues. Operating earnings improved from 2013 to 2014 due to higher revenues and
improved control over operating expenses. The results for 2013 included a one-time increase in revenues and operating
earnings of approximately $3.0 million due to Broadspire being relieved of the obligation to continue to service certain
clients' claims under lifetime pricing contracts and the associated release of the remaining deferred revenue for those claims.
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Revenues before Reimbursements
Broadspire segment revenues are primarily derived from providing a complete range of claims and risk management
services to clients in the self-insured or commercially insured marketplace. In addition to field investigation and evaluation of
claims, Broadspire also offers initial loss reporting services for claimants; loss mitigation services, such as medical bill
review, medical case management and vocational rehabilitation; risk management information services; and administration of
trust funds established to pay claims. Broadspire revenues before reimbursements by major service line were as follows:
Year Ended December 31,
2014
2013
Variance
Workers' Compensation and Liability Claims Management
Medical Management
Risk Management Information Services
Total Broadspire Revenues before Reimbursements
(In thousands)
112,334
$
140,903
15,653
268,890
$
107,624
128,802
15,816
252,242
$
$
4.4 %
9.4 %
(1.0)%
6.6 %
Broadspire segment revenues before reimbursements increased 6.6% to $268.9 million in 2014 compared with $252.2
million in 2013. Excluding the $3.0 million one-time benefit in 2013 discussed above, the revenue increase would have been
7.9%. Unit volumes for the Broadspire segment, measured principally by cases received, increased 7.9% from 2013 to 2014.
Excluding approximately 5,000 one-time incident reports received from a major client in 2013 for which we received little or
no revenue and incurred little or no associated costs, unit volume increased 9.5% for 2014 compared with 2013. After
adjusting for the 5,000 incident reports and $3.0 million one-time benefit in 2013 discussed above, Broadspire had a negative
price/mix variance of 1.6% in 2014 compared to 2013.
The overall increase in 2014 revenues compared with 2013 was primarily due to organic growth and increased client
retention, revenues from new clients, the revenues associated with the transfer of workers' compensation cases from our U.S.
Claims Services service line in the Americas segment, and increased medical management services referrals.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Broadspire segment which are included in total Company
revenues were $3.9 million in 2014, decreasing slightly from $4.0 million in 2013.
Case Volume Analysis
Broadspire unit volumes by major underlying case category, as measured by cases received, for 2014 and 2013 were as
follows:
Year Ended December 31,
Workers’ Compensation
Casualty
Other
Total Broadspire Cases Received
2014
179,082
72,156
109,014
360,252
2013
156,742
80,457
96,762
333,961
Variance
14.3 %
(10.3)%
12.7 %
7.9 %
The 2014 increase in workers’ compensation cases primarily resulted from new clients and from a transfer of
approximately 2,000 workers' compensation cases from our U.S. Claims Services service line in the Americas segment, as all
workers' compensation cases in the U.S. are now handled by our Broadspire segment. The decrease in casualty cases in 2014
compared with 2013 was due to a decline of approximately 6,300 cases from two clients that were new in 2013, one of whose
cases were expected to decline over time and the other a one-time takeover of cases. Casualty cases in 2013 were also
positively impacted by the receipt in 2013 of approximately 5,000 incident reports from a major client for which we received
little or no revenue and incurred little or no associated costs. The 2014 increase in other cases was primarily due to increased
referrals to our medical management services from both new and existing clients.
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Direct Compensation, Fringe Benefits & Non-Employee Labor
The most significant expense in our Broadspire segment is the compensation of employees, including related payroll
taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our
employees. Broadspire direct compensation, fringe benefits, and non-employee labor expense, as a percent of the related
revenues before reimbursements, decreased to 55.5% in 2014, compared with 56.7% in 2013. The decline was due to
improved employee utilization. Average FTEs totaled 1,693 in 2014, up from 1,595 FTEs in 2013. The increase in employees
was due to the increased case volumes.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor
decreased as a percent of segment revenues before reimbursements to 38.7% in 2014 from 40.1% in 2013. This decrease is
because many of the fixed costs within the segment will not increase proportionately with an increase in revenues. Total 2014
expenses increased by $3.0 million compared with 2013, due to an increase in amortization for internally developed software
and other expenses related to the growth in revenues.
LEGAL SETTLEMENT ADMINISTRATION SEGMENT
As expected, Legal Settlement Administration revenues in 2014 declined compared with prior year levels primarily
because of lower revenues from the Deepwater Horizon class action settlement special project and a few other large projects.
The projects continue to wind down, and we expect these revenues, and related operating earnings, to be at a reduced rate in
all future periods as compared to 2014.
Operating Earnings
Our Legal Settlement Administration segment reported 2014 operating earnings of $22.8 million, decreasing 51.1% from
$46.8 million in 2013, with the related operating margin decreasing from 21.4% in 2013 to 13.4% in 2014. The changes in
the operating margin were primarily the result of changes in the mix of services provided.
Revenues before Reimbursements
Legal Settlement Administration revenues are primarily derived from legal settlement administration services related to
securities, product liability, other class action settlements, and bankruptcies, primarily in the U.S. Legal Settlement
Administration revenues before reimbursements decreased 22.2% to $170.3 million in 2014, compared with $218.8 million
in 2013. Legal Settlement Administration revenues are project-based and can fluctuate significantly due primarily to the
timing of projects awarded. The decrease in Legal Settlement Administration revenues was due primarily to the winding
down of the special projects discussed above.
At December 31, 2014, we had an estimated revenue backlog related to projects awarded totaling $102.0 million,
compared with $108.2 million at December 31, 2013. Of the $102.0 million backlog at December 31, 2014, approximately
$88.0 million is expected to be included in revenues within the next 12 months.
Reimbursed Expenses Included in Total Revenues
The nature and volume of work performed in our Legal Settlement Administration segment typically requires more
reimbursable out-of-pocket expenditures than our other operating segments. Reimbursements for out-of-pocket expenses
incurred in our Legal Settlement Administration segment which are included in total Company revenues were $29.7 million
in 2014, decreasing from $32.7 million in 2013. This decrease was due to a lower volume of case administration work for
settlements in the 2014 period. Reimbursable expenses may vary materially from year to year primarily due to the number of
mailings each year and the mail method utilized (i.e., express mail versus normal mail delivery).
Transaction Volume
Legal Settlement Administration services are generally project-based and not denominated by individual claims.
Depending upon the nature of projects and their respective stages of completion, the volume of transactions or tasks
performed by us in any period can vary, sometimes significantly.
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Direct Compensation, Fringe Benefits & Non-Employee Labor
Legal Settlement Administration direct compensation expense, fringe benefits, and non-employee labor, as a percent of
segment revenues before reimbursements, increased to 69.1% in 2014 compared with 65.3% in 2013. The amount of related
expenses declined to $117.6 million in 2014 compared with $143.0 million in 2013. The decreased amounts were primarily
due to lower utilization of outsourced service providers because of the winding down of the Deepwater Horizon special
project. There was an average of 805 FTEs in 2014, compared with an average of 690 in 2013. The increase in full-time
equivalent employees resulted from the hiring of some previously temporary employees where it was cost effective to do so.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Legal Settlement Administration expenses other than reimbursements, direct compensation, fringe benefits, and non-
employee labor increased 2.5% to $29.8 million in 2014 from $29.1 million in 2013, and increased as a percent of related
segment revenues before reimbursements to 17.5% in 2014 from 13.2% in 2013. The dollar amount of these expenses
increased as a result of higher rent expense resulting from additional office space and higher depreciation and amortization
expense associated with the purchase of new computer equipment and software. The increase as a percent of revenues before
reimbursements was because expenses such as rent and deprecation, included in this category, are more fixed in nature and
did not decline as revenues declined. During 2014, we reduced a contingent consideration liability from a previous
acquisition by $2.0 million after concluding the consideration will not be paid. We also impaired and expensed the $1.3
million net book value of a customer list obtained in that acquisition.
YEAR ENDED DECEMBER 31, 2013 COMPARED WITH YEAR ENDED DECEMBER 31, 2012
AMERICAS SEGMENT
Operating Earnings
Operating earnings for our Americas segment increased from $11.9 million in 2012 to $18.5 million in 2013, representing
an operating margin of 5.4% in 2013 compared with 3.6% in 2012. Operating earnings improved 56.0% from 2012 to 2013
as a result of our Canadian operations showing marked improvement, primarily due to cases resulting from flood losses.
Operating earnings for 2013 were also positively impacted by additional claims handling resulting from superstorm Sandy,
continued growth in our U.S. Contractor Connection managed repair network, cost reductions in the U.S. and Canada, and a
$2.3 million gain from the sale of the rights to a customer contract in Latin America.
Revenues before Reimbursements
Americas revenues before reimbursements by major service line in the U.S. and by area for other regions were as follows:
Year Ended December 31,
2013
2012
Variance
U.S. Claims Field Operations
U.S. Technical Services
U.S. Catastrophe Services
Subtotal U.S. Claims Services
U.S. Contractor Connection
Subtotal U.S. Property & Casualty
Canada—all service lines
Latin America/Caribbean—all service lines
Total Revenues before Reimbursements
(In thousands)
$
103,594
$
105,932
28,209
36,067
167,870
36,046
203,916
122,748
15,576
29,122
38,504
173,558
27,470
201,028
120,767
12,636
$
342,240
$
334,431
(2.2)%
(3.1)%
(6.3)%
(3.3)%
31.2 %
1.4 %
1.6 %
23.3 %
2.3 %
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For the year ended December 31, 2013 compared with the year ended December 31, 2012, the U.S. dollar strengthened
against most foreign currencies in Canada, Latin America and the Caribbean, decreasing revenues before reimbursements by
1.6%. Revenues were positively impacted by segment unit volume, measured principally by cases received, which increased
by 4.0% during this period. In addition, an overall unfavorable change in the mix of services provided and in the rates
charged for those services also decreased revenues by approximately 0.1% in 2013 compared with 2012.
The decline in revenues in U.S. Claims Services primarily resulted from a reduction in major weather-related cases, and
an increase in the number of cases that clients insource. The decline in revenues in U.S. Claims Services was mitigated in
part by flood losses in Canada that were partially serviced by U.S.-based adjusters, and cases received from superstorm
Sandy. The cases received from the Canadian flooding are reported as case volumes in Canada below. Revenues resulting
from these cases were split between the U.S. and Canada based on the country from which the adjuster handling the case was
based. The overall decline in U.S. Claims Services was offset by increases in revenues from U.S. Contractor Connection.
U.S. Contractor Connection revenues increased due to the ongoing expansion of this service as an alternative property claims
service solution as insurance carriers continued the trend of moving high-frequency, low-complexity property cases directly
to managed repair networks. U.S. Contractor Connection revenues were also positively impacted by a price increase that was
effective on July 1, 2013.
The revenue increase in Canada was primarily due to an increase in cases received from both new and existing clients as
a result of the aforementioned flood losses in Ontario, Canada, and other weather related events in British Columbia. The
increase in cases received is not directly proportionate to the increase in revenues due to an increase in high-frequency, low-
complexity cases, compared to 2012.
Revenues in Latin America and the Caribbean increased approximately 38.0% in local currency. The increase in 2013
was primarily due to an increase in case volume associated with the automotive and marine business lines in Brazil, from
both new and existing clients.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Americas segment which are included in total Company
revenues were $19.8 million in 2013, increasing from $18.0 million in 2012. The increase in 2013 was due primarily to
increased expenses resulting from the increased cases related to the flood losses in Canada.
Case Volume Analysis
Americas unit volumes by underlying case category, as measured by cases received, for 2013 and 2012 were as follows:
Year Ended December 31,
U.S. Claims Field Operations
U.S. Technical Services
U.S. Catastrophe Services
Subtotal U.S. Claims Services
U.S. Contractor Connection
Subtotal U.S. Property & Casualty
Canada—all service lines
Latin America/Caribbean—all service lines
Total Americas Cases Received
2013
199,259
6,458
36,134
241,851
168,671
410,522
147,233
69,568
627,323
2012
200,175
8,388
61,346
269,909
157,953
427,862
121,321
54,264
603,447
Variance
(0.5)%
(23.0)%
(41.1)%
(10.4)%
6.8 %
(4.1)%
21.4 %
28.2 %
4.0 %
The 2013 decrease in U.S. Claims Services cases was primarily due to a reduction in major weather-related claims
activity in the U.S. and decisions by clients to insource certain claims handling functions. The 2013 increase in U.S.
Contractor Connection cases was due to the ongoing expansion of our managed repair network and to the continued trend in
the insurance industry of shifting to contractor programs as an alternative property claims solution for high-frequency, low-
complexity property cases.
The 2013 increase in cases in Canada was due to the aforementioned flood losses in Ontario and British Columbia, and
also an overall growth in business from new and existing clients.
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The increase in Latin America and the Caribbean was due to increases in high-frequency, low-complexity automotive
and affinity cases in Brazil.
Direct Compensation, Fringe Benefits & Non-Employee Labor
Americas direct compensation, fringe benefits, and non-employee labor expense, as a percent of segment revenues before
reimbursements, was 67.4% for 2013 and 69.3% for 2012. This decline was due to improved employee utilization, and a
change in the mix of cases received. There was an average of 2,675 FTEs (including 197 catastrophe adjusters) in 2013
compared with an average of 2,680 (including 181 catastrophe adjusters) in 2012.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Americas expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor increased
from $90.7 million in 2012 to $93.1 million in 2013, staying relatively consistent as a percentage of revenues, at 27.2% in
2013 compared with 27.1% in 2012. 2013 also included a $2.3 million gain from the sale of the rights to a customer contract
in Latin America.
EMEA/AP SEGMENT
Operating Earnings
EMEA/AP operating earnings decreased to $32.2 million in 2013, a decrease of 33.7% from 2012 operating earnings of
$48.5 million. The operating margin decreased from 13.2% in 2012 to 9.2% in 2013. The 2013 revenue decrease shown
below was due to a $30.2 million reduction in revenues associated with the 2011 Thailand floods and a decline in U.K.
revenues, which were partially offset by increased claims volume and new sales in the core property and casualty markets in
CEMEA and Asia-Pacific.
Revenues before Reimbursements
EMEA/AP revenues before reimbursements by major region were as follows:
Year Ended December 31,
2013
2012
Variance
U.K.
CEMEA
Asia-Pacific
Total EMEA/AP Revenues before Reimbursements
(In thousands)
$ 119,747
112,374
118,043
$ 350,164
$ 133,436
97,396
135,886
$ 366,718
(10.3)%
15.4 %
(13.1)%
(4.5)%
Revenues before reimbursements from our EMEA/AP segment totaled $350.2 million in 2013, a 4.5% decrease from
$366.7 million in 2012. Compared with 2012, the U.S. dollar was stronger in 2013 against most major EMEA/AP currencies,
resulting in a negative impact from exchange rate movements of $5.7 million, or 1.5%, of segment revenues from 2012 to
2013. Excluding the negative impact of exchange rate fluctuations, EMEA/AP revenues would have been $355.8 million in
2013, reflecting a decline in revenues on a constant dollar basis of 3.0%.
U.K. revenues declined due to a reduction in cases in the market, largely attributable to benign weather, lower reported
fire and crime incidents and insourcing by some insurers when compared with the prior year. The increase in revenue in
CEMEA for 2013 compared with 2012 was primarily due to an increase in high-frequency, low-complexity motor and
residential cases from new and existing clients in Scandinavia, flooding in Germany and a $900,000 performance bonus from
a client.
The lower revenues in Asia-Pacific were associated with an expected decline in fees for the ongoing handling of claims
resulting from the 2011 Thailand flooding event. Revenues from Thailand were $16.3 million for 2013 compared with $37.0
million for 2012. Claims handling associated with the Thailand flooding event was substantially completed at the end of
2013.
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EMEA/AP unit volume, measured by cases received, increased 2.7% in 2013 compared with 2012. Average revenue per
case decreased 5.7% from changes in the mix of services provided and in the rates charged for those services, primarily due
to the decline in Thailand revenues, changes in the U.K. market and the additional high-frequency, low-complexity case
volumes in CEMEA.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our EMEA/AP segment which are included in total Company
revenues decreased to $33.4 million in 2013 from $40.2 million in 2012. Reimbursements for out-of-pocket expenses were
higher in 2012 because of the increased expenses associated with handling the Thailand flood cases.
Case Volume Analysis
EMEA/AP unit volumes by region for 2013 and 2012 were as follows:
Year Ended December 31,
U.K.
CEMEA
Asia-Pacific
Total EMEA/AP Cases Received
2013
91,587
227,910
149,016
468,513
2012
120,850
188,843
146,406
456,099
Variance
(24.2)%
20.7 %
1.8 %
2.7 %
The decrease in cases received in the U.K. was primarily due to the benign weather, lower fire and crime incidents and
lower reported cases in the market as a whole. The increase in CEMEA cases resulted primarily from summer storms and
associated flooding in Germany. In addition, the Scandinavian market experienced an increase in high-frequency, low-
complexity motor and residential cases from new and existing clients. Overall case volumes increased in Asia-Pacific through
a mix of high-frequency, low-complexity automotive and affinity business in Malaysia, Hong Kong and Singapore, coupled
with growth in Australia.
Direct Compensation, Fringe Benefits & Non-Employee Labor
As a percent of segment revenues before reimbursements, direct compensation expenses, fringe benefits, and non-
employee labor increased to 67.0% in 2013 from 62.8% in 2012, and the dollar amount of these expenses increased in 2013
by $4.5 million. These increases primarily reflected changes in the mix of services provided and lower utilization of our staff
within EMEA/AP after the Thailand flood claims work was completed. There was an average of 3,045 EMEA/AP FTEs in
2013, a slight decrease from 3,067 in 2012 due to a decline in FTEs in the U.K. partially offset by an increase in Asia-Pacific.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor decreased as a
percent of segment revenues before reimbursements from 24.0% in 2012 to 23.8% in 2013, and the dollar amount of these
expenses decreased by $4.8 million. In local currency, the decrease would have been approximately $3.5 million, primarily
resulting from higher outsourced services expenses incurred to administer the Thailand flood cases in 2012.
BROADSPIRE SEGMENT
Operating Earnings
Broadspire recorded operating earnings of $8.2 million in 2013, or 3.3% of revenues, compared with breakeven operating
earnings in 2012. The improvement over the prior year was due to higher revenues and improved control over operating
expenses. The results for 2013 included a one-time increase in revenues and operating earnings of approximately $3.0 million
due to Broadspire being relieved of the obligation to continue to service certain clients' claims under lifetime pricing
contracts and the associated release of the remaining deferred revenue for those claims. Operating earnings were also
positively impacted by higher medical management revenues.
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Revenues before Reimbursements
Broadspire revenues before reimbursements by major service line were as follows:
Year Ended December 31,
2013
2012
Variance
Workers' Compensation and Liability Claims Management
Medical Management
Risk Management Information Services
(In thousands)
$
107,624
$
128,802
15,816
Total Broadspire Revenues before Reimbursements
$
252,242
$
100,051
122,833
16,076
238,960
7.6 %
4.9 %
(1.6)%
5.6 %
Broadspire segment revenues before reimbursements increased 5.6% to $252.2 million in 2013 compared with $239.0
million in 2012. Unit volumes for the Broadspire segment, measured principally by cases received, increased 16.7% from
2012 to 2013. Approximately 2.1% of the volume increase for 2013 compared with the same period in 2012 was due to the
addition of approximately 5,000 incident reports from a major client in 2013. The increase in revenues for 2013 compared
with 2012 was primarily due to market share gains, increased client retention and increased medical management services
referrals. The year was also positively impacted by the one-time increase in workers' compensation and liability claims
management revenues of approximately $3.0 million previously discussed, or 1.3% of revenues. After adjusting for the
incident-only cases and the one-time benefit, the overall mix of services provided and the rates charged for those services
accounted for a decrease of 7.7% for 2013 compared with 2012. Revenues for a special project for one of our clients are
charged at a lower rate than some of our other service lines and our medical management cases have a shorter duration and
therefore less revenues associated with them.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Broadspire segment which are included in total Company
revenues were $4.0 million in 2013, increasing slightly from $3.9 million in 2012.
Case Volume Analysis
Broadspire unit volumes by major underlying case category, as measured by cases received, for 2013 and 2012 were as
follows:
Year Ended December 31,
Workers’ Compensation
Casualty
Other
Total Broadspire Cases Received
2013
156,742
80,457
96,762
333,961
2012
152,160
62,407
71,559
286,126
Variance
3.0%
28.9%
35.2%
16.7%
The 2013 increase in workers’ compensation cases was a result of a higher number of cases and referral levels in field
case and medical management. The increase in casualty cases in 2013 compared with 2012 was due in part to a new client
adding a significant number of cases for the year. Casualty cases in 2013 were also positively impacted by the receipt in the
first quarter of 2013 of approximately 5,000 incident reports from a major client for which we receive little or no revenue and
incur little or no associated costs. The 2013 increases in other cases were primarily due to additional referrals in utilization
management.
Direct Compensation, Fringe Benefits & Non-Employee Labor
Broadspire direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before
reimbursements, decreased to 56.7% in 2013, compared with 58.2% in 2012. This decrease was due to both higher revenues
and cost control measures, as there was a decrease in the number of employees. Average FTEs totaled 1,595 in 2013, down
from 1,659 in 2012.
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Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Broadspire segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor
decreased as a percent of segment revenues before reimbursements to 40.1% in 2013 from 41.8% in 2012. The decrease was
due to a decrease in lease costs, self-insured professional liability expenses, and various other expenses due to cost control
measures implemented during the year, partially offset by an increase in amortization for internally developed software.
LEGAL SETTLEMENT ADMINISTRATION SEGMENT
As expected, Legal Settlement Administration revenues in 2013 declined compared with 2012 levels primarily because
of lower revenues from the Deepwater Horizon class action settlement project. Declines in Deepwater Horizon revenues were
partially offset by a number of other meaningful class action and bankruptcy projects.
Operating Earnings
Our Legal Settlement Administration segment reported 2013 operating earnings of $46.8 million, decreasing 22.4% from
$60.3 million in 2012, with the related operating margin decreasing from 25.5% in 2012 to 21.4% in 2013. The changes in
the operating margin were primarily the result of changes in the mix of services provided.
Revenues before Reimbursements
Legal Settlement Administration revenues before reimbursements decreased 7.5% to $218.8 million in 2013, compared
with $236.6 million in 2012. The decrease in Legal Settlement Administration revenues was due primarily to reduced activity
within the special project discussed above.
Reimbursed Expenses Included in Total Revenues
Reimbursements for out-of-pocket expenses incurred in our Legal Settlement Administration segment which are included
in total Company revenues were $32.7 million in 2013, increasing from $27.3 million in 2012. The increase was primarily
due to the number of mailings each year and the mail method utilized (i.e., express mail versus normal mail delivery).
Direct Compensation, Fringe Benefits & Non-Employee Labor
Legal Settlement Administration direct compensation expense, fringe benefits, and non-employee labor, as a percent of
segment revenues before reimbursements, increased to 65.3% in 2013, compared with 64.0% in 2012. There was an average
of 690 FTEs in 2013, compared with an average of 602 in 2012. The increase in full-time equivalent employees resulted from
the hiring of some previously temporary employees where it was cost effective to do so.
Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor
Legal Settlement Administration expenses other than reimbursements, direct compensation, fringe benefits, and non-
employee labor increased as a percent of related segment revenues before reimbursements to 13.2% in 2013 from 10.5% in
2012. The increase as a percent of revenues before reimbursement was because expenses such as rent and deprecation,
included in this category, are more fixed in nature and did not decline as revenues declined.
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EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS
Income Taxes
Our consolidated effective income tax rate for financial reporting purposes may change periodically due to changes in
enacted tax rates, fluctuations in the mix of income earned from our various domestic and international operations, which are
subject to income taxes at different rates, our ability to utilize loss and tax credit carryforwards, and amounts related to
uncertain income tax positions. Income tax provisions totaled $28.8 million, $29.8 million, and $33.7 million for 2014, 2013,
and 2012, respectively. Our effective tax rate for financial reporting purposes was 48.1%, 36.7%, and 40.4% for 2014, 2013,
and 2012, respectively. Fluctuations in the mix of income earned in the jurisdictions in which the Company operates, our
inability to recognize the tax benefits from net operating losses in certain international operations, the revaluation of our net
U.S. deferred tax assets resulting from a decrease in state income tax rates, and an increase in partially disallowable meals
and entertainment expenses increased the overall effective rate in 2014 as compared with 2013. Based on our 2015 operating
plans, we anticipate our effective tax rate for financial reporting purposes in 2015 to be in the 38% to 40% range before
considering any discrete items.
Net Corporate Interest Expense
Net corporate interest expense consists of interest expense that we incur on our short- and long-term borrowings,
partially offset by interest income we earn on available cash balances and short-term investments. These amounts vary based
on interest rates, borrowings outstanding, the effect of any interest rate swaps, and the amounts of invested cash. Corporate
interest expense totaled $6.8 million, $7.2 million, and $9.6 million for 2014, 2013, and 2012, respectively. The decrease in
interest expense over the three year period was due primarily to the reduction in interest rates. Corporate interest income was
relatively consistent in each year, totaling $0.8 million, $0.8 million, and $1.0 million in 2014, 2013, and 2012, respectively.
We pay interest on borrowings under our Credit Facility based on variable rates. Whether we can expect to see future
reductions in interest expense compared with prior periods is dependent on the future direction of interest rates as well as the
level of outstanding borrowings relative to prior periods.
Stock Option Expense
Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock
options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to
our operating segments. Stock option expense of $0.9 million, $0.9 million and $0.4 million was recognized during 2014,
2013, and 2012, respectively. Other stock-based compensation expense related to our Executive Stock Bonus Plan (pursuant
to which we have authority to grant performance shares and restricted shares) is charged to our operating segments and
included in the determination of segment operating earnings or loss.
Amortization of Customer-Relationship Intangible Assets
Amortization of customer-relationship intangible assets represents the non-cash amortization expense for finite-lived
customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled
$6.3 million, $6.4 million, and $6.4 million in 2014, 2013, and 2012, respectively. This amortization is included in "Selling,
general and administrative expenses" in our Consolidated Statements of Income.
Unallocated Corporate and Shared Costs and Credits
Certain unallocated costs and credits are excluded from the determination of segment operating earnings. These
unallocated corporate and shared costs and credits represent costs of our frozen U.S. defined benefit pension plan, expenses
for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain
unallocated professional fees, costs of our cross currency swap, and certain adjustments and recoveries to our allowances for
doubtful accounts receivable. From time to time, we evaluate which corporate costs and credits are appropriately allocated to
one or more of our operating segments. If changes are made to our allocation methodology, prior period allocations are
revised to conform to our then-current allocation methodology.
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Unallocated corporate and shared costs and credits were $8.6 million, $10.8 million, and $10.5 million in 2014, 2013,
and 2012, respectively. These costs decreased in 2014 compared with 2013 due primarily to decreases in unallocated
professional fees, U.S. defined benefit plan expense, and incentive compensation, partially offset by increases in acquisition-
related costs and self insured expenses. The increase in 2013 compared with 2012 was due primarily to an increase in
unallocated professional fees and various other expenses, partially offset by a decrease in our U.S. defined benefit plan
expense.
Special Charges and Credits
There were no special charges or credits in 2014 or 2013. Special charges in 2012 consisted of $1.2 million for severance
costs, $0.6 million for retention bonuses, $0.8 million for temporary labor costs, and $0.1 million for other expenses related
to a project to outsource certain aspects of our U.S. technology infrastructure; $4.3 million to adjust the estimated loss on a
leased facility the Company no longer uses; and $3.4 million for severance costs and $0.8 million for lease termination costs,
primarily related to restructuring activities in our North American operations.
Liquidity, Capital Resources, and Financial Condition
We fund our working capital requirements, capital expenditures and acquisitions from net cash provided by operating
activities and borrowings under bank credit facilities. We may use interest rate swap instruments from time to time to manage
our exposure to changes in interest rates on portions of our outstanding debt. At the inception of the swaps we usually designate
such swaps as cash flow hedges of the interest rate exposure on an equivalent amount of our floating rate debt. During 2012,
our interest rate swap agreement expired and as a result amounts deferred in accumulated other comprehensive income, which
were not significant, were reclassified into earnings.
The Company, its subsidiaries Crawford & Company Risk Services Investments Limited (the “UK Borrower”),
Crawford & Company (Canada) Inc. (the “Canadian Borrower”) and Crawford & Company (Australia) Pty. Ltd. (the
“Australian Borrower”) (the Company, together with such subsidiaries, as borrowers (the “Borrowers”)), the Company’s
guarantor subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender (“Wells
Fargo”), and the other lenders party thereto (together with Wells Fargo, the “Lenders”), are party to a Credit Agreement,
dated as of December 8, 2011 (as amended, the “Credit Facility”). On November 28, 2014, the Credit Facility was amended
to provide us the ability to complete its previously announced acquisition of GAB Robins, which was completed on
December 1, 2014, and to make certain other technical amendments. See Note 17. "Subsequent Events," for further
discussion of the GAB Robins acquisition.
The obligations of the Borrowers under the Credit Facility are guaranteed by each of our existing domestic subsidiaries
and certain existing material foreign subsidiaries that are disregarded entities for U.S. income tax purposes (each a
"Disregarded Foreign Entity"). Such obligations are required to be guaranteed by each subsequently acquired or formed
material domestic subsidiary and Disregarded Foreign Entity (each, a "Guarantor"), and the obligations of the Foreign
Borrowers are also guaranteed. In addition, the Borrowers' obligations under the Credit Facility are secured by a first priority
lien on substantially all of the personal property of us and the Guarantors, including, without limitation, intellectual property,
100% of our capital stock in the Guarantors' present and future domestic subsidiaries and 65% of the voting stock and 100%
of the non-voting stock issued by any present and future first-tier material foreign subsidiary of us or any Guarantor. In
addition, the obligations of the Foreign Borrowers are secured by a first priority lien on 100% of the capital stock of the
Foreign Borrowers.
Borrowings under the Credit Facility may be made in U.S. dollars, Euros, the currencies of Canada, Japan, Australia or
United Kingdom, and, subject to the terms of the Credit Facility, other currencies. Borrowings under the Credit Facility bear
interest, at the option of the applicable Borrower, based on the Base Rate (as defined below) or the London Interbank Offered
Rate ("LIBOR"), in each case plus an applicable interest margin based on our leverage ratio (as defined in the Credit
Facility), provided that borrowings in foreign currencies may bear interest based on LIBOR only. The interest margin for
LIBOR loans ranges from 1.50% to 2.25% and for Base Rate loans ranges from 0.50% to 1.25%. Base Rate is defined as the
highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the prime
commercial lending rate of the Administrative Agent and (iii) LIBOR for a one-month interest period plus 1.0%.
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At December 31, 2014 and 2013, a total of $155.0 million and $135.0 million, respectively, was outstanding under the
Credit Facility and included in our Consolidated Balance Sheets. In addition, undrawn commitments under letters of credit
totaling $17.5 million and $17.8 million were outstanding at December 31, 2014 and 2013, respectively, under the letters of
credit subfacility of the Credit Facility. These letter of credit commitments were for our own obligations. Including the
amounts committed under the letters of credit subfacility, the available balance of the revolving credit portion of the Credit
Facility totaled $149.1 million and $247.2 million at December 31, 2014 and 2013, respectively. The available balance at
December 31, 2014 reflects the incurrence of an additional $78.4 million in debt by the UK Borrower under the Credit
Facility as a result of the GAB Robins acquisition discussed in Note 17, "Subsequent Events." This debt and the balance
sheet impact of the GAB Robins acquisition are not included in our balance sheet at December 31, 2014, due to the two-
month delayed consolidation of our U.K. subsidiaries as allowed by ASC 810, "Consolidation."
The representations, covenants, and events of default in the Credit Facility are customary for financing transactions of
this nature, including required compliance with a minimum fixed charge coverage ratio and a maximum leverage ratio (each
as defined below). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate
all loans and exercise any of their rights under the Credit Facility and ancillary loan documents.
We are not aware of any additional restrictions placed on us, or being considered to be placed on us, related to our ability
to access capital, such as borrowings under the Credit Facility. We do not rely on repurchase agreements or the commercial
paper market to meet our short-term or long-term funding needs. For additional information on the key covenants contained
in our Credit Facility, see "Other Matters Concerning Liquidity and Capital Resources" below. At December 31, 2014, we
were in compliance with all of the covenants in our Credit Facility.
We continue the ongoing monitoring of our customers’ ability to pay us for the services that we render to them. Based on
historical results, we currently believe there is a low likelihood that write-offs of our existing accounts receivable will have a
material impact on our financial results. However, if one or more of our key customers files bankruptcy or otherwise becomes
unable to make required payments to us, or if overall economic conditions deteriorate, we may need to make material
provisions in the future to increase our allowance for accounts receivable.
The operations of our EMEA/AP segment and portions of our Americas segment expose us to foreign currency exchange
rate changes that can impact translations of foreign-denominated assets and liabilities into U.S. dollars and future earnings
and cash flows from transactions denominated in different currencies. Changes in the relative values of non-U.S. currencies
to the U.S. dollar affect our financial results. Increases in the value of the U.S. dollar compared with the other functional
currencies in certain of the locations in which we do business negatively impacted our revenues and operating earnings in
2014, 2013, and 2012. We cannot predict the impact that foreign currency exchange rates may have on our future revenues or
operating earnings in our Americas and EMEA/AP segments.
At December 31, 2014, our working capital balance (current assets less current liabilities) was approximately $108.0
million, compared with $52.3 million at December 31, 2013. The increase in working capital was due to increases in accounts
receivable and a classification of $2.0 million of borrowings under the Credit Facility as short term at December 31, 2014,
compared with $35.0 million classified as short-term at December 31, 2013. Cash and cash equivalents at the end of 2014
totaled $52.5 million, compared with $76.0 million at the end of 2013.
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Cash and cash equivalents as of December 31, 2014 consisted of $7.4 million held in the U.S. and $45.1 million held in
our foreign subsidiaries. All of the cash and cash equivalents held by our foreign subsidiaries is available for general
corporate purposes. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed
earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. The Company’s current expectation
is that such earnings will be reinvested by the subsidiaries or will be repatriated only when it would be tax effective or
otherwise strategically beneficial to the Company such as if a very unusual event or project generated profits significantly in
excess of ongoing business reinvestment needs. If such an event occurs, we would analyze our anticipated investment needs
in that region and provide for U.S. taxes for earnings that are not expected to be permanently reinvested. Such events
occurred in 2013 and 2012, and we provided for additional U.S. and foreign income taxes on such profits. Other historical
earnings and future foreign earnings necessary for business reinvestment are expected to remain permanently reinvested and
will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S.
debt, fund capital improvements, and fund future acquisitions. We currently believe that funds expected to be generated from
our U.S. operations, along with potential borrowing capabilities in the U.S., will be sufficient to fund our U.S. operations and
other obligations, including our funding obligations under our U.S. defined benefit pension plan, for the foreseeable future
and, therefore, except in limited circumstances such as those described above, do not foresee a need to repatriate cash held by
our foreign subsidiaries in a taxable transaction to fund our U.S. operations. However, if at a future date or time these funds
are necessary for our operations in the U.S. or we otherwise believe it is in our best interests to repatriate all or a portion of
such funds, we may be required to accrue and pay U.S. taxes to repatriate these funds. No assurances can be provided as to
the amount or timing thereof, the tax consequences related thereto, or the ultimate impact any such action may have on our
results of operations or financial condition.
Cash Provided by Operating Activities
Cash provided by operating activities decreased by $71.2 million in 2014, from $77.8 million in 2013 to $6.6 million in
2014. This decrease was largely due to lower net income, increased accounts receivable, and an increase in other working
capital components in 2014 compared with 2013. Interest payments on our debt were $5.9 million in 2014, and tax payments,
net of refunds, were $13.0 million in 2014.
Cash provided by operating activities decreased by $15.0 million in 2013, from $92.9 million in 2012 to $77.8 million in
2013. This decrease was largely due to higher cash payments for accounts payable, accrued liabilities, defined benefit pension
plan contributions, and accrued compensation in 2013 compared with 2012. Interest payments on our debt were $6.4 million
in 2013, and tax payments, net of refunds, were $21.0 million in 2013.
Cash Used in Investing Activities
Cash used in investing activities decreased by $1.8 million in 2014, from $33.5 million in 2013 to $31.8 million in 2014.
Cash used to acquire property and equipment and capitalized software, including capitalization of costs for internally
developed software, was $29.2 million in 2014 compared with $31.0 million in 2013. We forecast that our property and
equipment additions in 2015, including capitalized software, will approximate $40 million.
Cash used in investing activities decreased by $0.3 million in 2013, from $33.8 million in 2012 to $33.5 million in 2013.
Cash used to acquire property and equipment and capitalized software, including capitalization of costs for internally
developed software, was $31.0 million in 2013 compared with $33.2 million in 2012.
Cash Provided by (Used in) Financing Activities
Cash provided by financing activities was $4.5 million in 2014. We paid quarterly cash dividends totaling $11.7 million
and repurchased $3.4 million of our common stock. In 2014, we borrowed $121.1 million in short-term borrowings during
the year for working capital needs, and we repaid a total of $98.8 million in short-term borrowings and $0.9 million in long-
term debt and capital lease obligations. Also in 2014, we received shares of our Class A common stock that were surrendered
by employees to settle $2.1 million of withholding taxes owed on the issuance of restricted and performance shares.
Cash used in financing activities was $39.1 million in 2013. We paid quarterly and special cash dividends totaling $8.8
million and repurchased $3.6 million of our common stock. We borrowed $88.5 million in short-term borrowings during the
year for working capital needs, and we repaid a total of $99.5 million in short-term borrowings and $15.8 million in long-
term debt and capital lease obligations. Also in 2013, we received shares of our Class A common stock that were surrendered
by employees to settle $1.3 million of withholding taxes owed on the issuance of restricted and performance shares.
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Other Matters Concerning Liquidity and Capital Resources
Our short-term debt obligations typically peak during the first quarter of each year due to the payment of incentive
compensation awards, contributions to retirement plans, and certain other recurring payments, and generally decline during
the balance of the year. Our maximum month-end short-term debt obligations were $104.3 million and $52.2 million in 2014
and 2013, respectively. Our average month-end short-term debt obligations were $59.9 million and $31.6 million in 2014 and
2013, respectively. The outstanding balance of our short-term borrowings, excluding outstanding but undrawn letters of credit
under our Credit Facility, was $2.0 million and $35.0 million at December 31, 2014 and 2013, respectively. The balance in
short-term borrowings at December 31, 2014 represents amounts under our revolving Credit Facility that we expect, but are
not required, to repay in the next twelve months. We have historically used the proceeds from our long-term borrowings to
finance, among other things, business acquisitions.
As disclosed in Note 4, “Short-Term and Long-Term Debt, Including Capital Leases,” to our accompanying audited
consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, we have two principal financial
covenants in our Credit Facility. The leverage ratio covenant requires us to comply with a maximum leverage ratio, defined in
our Credit Facility as the ratio of (i) consolidated total funded debt minus unrestricted cash to (ii) consolidated earnings
before interest expense, income taxes, depreciation, amortization, stock-based compensation expense, and certain other
charges and expenses (“EBITDA”). This ratio must not be greater than 3.25 to 1.00. The fixed charge coverage ratio covenant
requires us to comply with a minimum fixed charge coverage ratio, defined as the ratio of (i)(A) consolidated EBITDA minus
(B) aggregate income taxes to the extent paid in cash minus (C) unfinanced capital expenditures to (ii) the sum of:
(A) consolidated interest expense to the extent paid (or required to be paid) in cash, plus (B) the aggregate of all scheduled
payments of principal on funded debt (including the principal component of payments made in respect of capital lease
obligations) required to have been made (whether or not such payments are actually made), plus (C) the aggregate of all
restricted payments (as defined) paid, plus (D) the aggregate of all earnouts paid or required to be paid, must not be less than
1.50 to 1.00 for the four-quarter period ending at the end of each fiscal quarter. At December 31, 2014, we were in
compliance with all required ratios under our Credit Facility. Based on our financial plans, we expect to be able to remain in
compliance with all required covenants throughout 2015. Our compliance with the leverage ratio and fixed charge coverage
ratio is particularly sensitive to changes in our EBITDA, and if our financial plans for 2015 or other future periods do not
meet our current projections, we could fail to remain in compliance with these financial covenants in our Credit Facility.
Our compliance with the leverage ratio covenant is also sensitive to changes in our level of consolidated total funded
debt, as defined in our Credit Facility. In addition to short- and long-term borrowings, capital leases, and bank overdrafts,
among other things, consolidated total funded debt includes letters of credit, the need for which can fluctuate based on our
business requirements. An increase in borrowings under our Credit Facility could negatively impact our leverage ratio, unless
those increased borrowings are offset by a corresponding increase in our EBITDA. In addition, a reduction in EBITDA in the
future could limit our ability to utilize available credit under the Credit Facility, which could negatively impact our ability to
fund our current operations or make needed capital investments.
We believe our current financial resources, together with funds generated from operations and existing and potential
borrowing capabilities, will be sufficient to maintain our current operations for the next 12 months.
Contractual Obligations
As of December 31, 2014, the impact that our contractual obligations, including estimated interest payments, are
expected to have on our liquidity and cash flow in future periods is as follows:
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(Note references in the following table refer to the note in the accompanying audited consolidated financial statements in
Item 8 of this Annual Report on Form 10-K).
Operating lease obligations (Note 6)
Long-term debt, including current portions (Note 4)
Capital lease obligations (Note 4)
Total, before interest payments
Estimated interest payments under Credit Facility
Payments Due by Period
One Year
or Less
1 to 3
Years
3 to 5
Years
After 5
Years
Total
$ 41,785
$ 61,960
(In thousands)
$ 34,398
$ 26,381
$ 164,524
2,002
763
44,550
9,800
— 153,000
— 155,002
1,009
62,969
22,500
37
187,435
16,300
—
26,381
—
1,809
321,335
48,600
Total contractual obligations
$ 54,350
$ 85,469
$ 203,735
$ 26,381
$ 369,935
Approximately $25.0 million of operating lease obligations included in the table above are expected to be funded by
sublessors under existing sublease agreements. See Note 6, “Commitments Under Operating Leases” to the audited
consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Long-term debt, including current portions shown as due in one year or less in the table above consists of $2.0 million of
outstanding borrowings under the Credit Facility that we expect, but are not required, to repay in 2015.
Amounts in the table above exclude the impact of the additional $78.4 million in borrowings by the UK Borrower under
the Credit Facility discussed in Note 17, "Subsequent Events" to the audited consolidated financial statements included in
Item 8 of this Annual Report on Form 10-K. This debt is not on the Company's Consolidated Balance Sheet at December 31,
2014, due to the two-month delay in consolidating the results of our U.K. subsidiaries as allowed by ASC 810,
"Consolidation." Such amounts will be due upon maturity of the Credit Facility in 2018.
Borrowings under our Credit Facility bear interest at a variable rate, based on LIBOR or a Base Rate, in either case plus
an applicable margin. Long-term debt refers to the required principal repayment at maturity of the Credit Facility, and may
differ significantly from estimates, due to, among other things, actual amounts outstanding at maturity or any refinancings
prior to such date. Interest amounts are based on projected borrowings under our Credit Facility and interest rates in effect on
December 31, 2014, and the actual interest payments may differ significantly from estimates due to, among other things,
changes in outstanding borrowings and prevailing interest rates in the future.
At December 31, 2014, we had approximately $5.9 million of unrecognized income tax benefits related to uncertain tax
positions. We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled. We expect no
significant reductions to unrecognized income tax benefits within the next 12 months as a result of projected resolutions of
income tax uncertainties.
Gross deferred income tax liabilities as of December 31, 2014 were approximately $86.4 million. This amount is not
included in the contractual obligations table because we believe this presentation would not be meaningful. Deferred income
tax liabilities are calculated based on temporary differences between the tax basis of assets and liabilities and their respective
book basis, which will result in taxable amounts in future years when the liabilities are settled at their reported financial
statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid
in any future periods. As a result, we believe scheduling deferred income tax liabilities as payments due by period could be
misleading, because this scheduling would not relate to liquidity needs.
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Defined Benefit Pension Funding and Cost
We sponsor a qualified defined benefit pension plan in the U.S., (the "U.S. Qualified Plan") three defined benefit plans in
the U.K. (the "U.K. Plans"), and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines (the
"other international plans"). Future cash funding of our defined benefit pension plans will depend largely on future
investment performance, interest rates, changes to mortality tables, and regulatory requirements. Effective December 31,
2002, we froze our U.S. Qualified Plan. The aggregate deficit in the funded status of the U.S. Plan, U.K. Plans and other
international plans totaled $142.3 million and $103.0 million at the end of 2014 and 2013, respectively. The 2014 increase in
the unfunded deficit of our defined benefit pension plans primarily resulted from the adoption of updated mortality tables
used to determine U.S. Qualified Plan liabilities, which increased our U.S. projected benefit obligation by approximately
$35.4 million. During 2014, we made contributions of $14.9 million and $7.0 million to our U.S. Qualified Plan and U.K.
Plans, respectively. In 2013, we made contributions of $18.0 million and $6.5 million to our U.S. Qualified Plan and U.K.
Plans, respectively.
Our frozen U.S. Qualified Plan was underfunded by $126.9 million at December 31, 2014 based on an accumulated
benefit obligation of $548.2 million. The Highway Transportation Funding Act of 2014 ("HAFTA") included pension funding
reform which greatly reduced the contributions required to the U.S. Plan, and no contributions are required in fiscal 2015.
Required contributions are anticipated in future years as the impact of the HATFA funding reform is phased out. As such,
Crawford plans to contribute $9.0 million per annum to the U.S. Plan for the next four fiscal years to improve the funded
status of the plan and minimize future required contributions. We estimate that we will make the following annual minimum
contributions over the next five years to our frozen U.S. Qualified Plan:
Year Ending December 31,
2015
2016
2017
2018
2019
$
Estimated U.S.
Pension Funding
(In thousands)
9,000
9,000
9,000
9,000
14,744
Compared with earlier years, funding requirements are no longer as sensitive to changes in the expected rate of return on
plan assets and the discount rate used to determine the present value of projected benefits payable under the plan. In addition
to HAFTA legislation discussed above, pension funding has been governed by rules under the Pension Protection Act of
2006, as amended by the Worker, Retiree and Employer Recovery Act of 2008, the Preservation of Access to Care for
Medicare Beneficiaries and Pension Relief Act of 2010,and the Moving Ahead for Progress in the 21st Century Act. Volatility
in the capital markets and future legislation may have a negative impact on our U.S. and U.K. pension plans, which may
further increase the underfunded portion of our pension plans and our attendant funding obligations. The required
contributions to our underfunded defined benefit pension plans will reduce our liquidity, restrict available cash for our
operating, financing, and investing needs and may materially adversely affect our financial condition and our ability to
deploy capital to other opportunities.
Commercial Commitments
As a component of our Credit Facility, we maintain a letter of credit facility to satisfy certain contractual obligations. At
December 31, 2014, the issued, but undrawn, letters of credit totaled approximately $17.5 million. These letters of credit are
typically renewed annually, but unless renewed, will expire as follows:
Standby Letters of Credit
$ 17,511
$
— $
— $
— $ 17,511
Amount of Commitment Expiration per Period
One Year
or Less
1 to 3
Years
3 to 5
Years
After 5
Years
Total
(In thousands)
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Off-Balance Sheet Arrangements
At December 31, 2014, we were not party to any off-balance sheet arrangements, other than operating leases, which
could materially impact our operations, financial condition, or cash flows. We have certain material obligations under
operating lease agreements to which we are a party. In accordance with GAAP, these operating lease obligations and the
related leased assets are not reported on our consolidated balance sheet.
We maintain funds in trusts to administer claims for certain clients. These funds are not available for our general
operating activities and, as such, have not been recorded in the accompanying consolidated balance sheets. We have
concluded that we do not have material off-balance sheet financial risk related to these funds at December 31, 2014.
Changes in Financial Condition
The following addresses changes in our financial condition not addressed elsewhere in this MD&A.
Significant changes on our consolidated balance sheet as of December 31, 2014, compared with our consolidated balance
sheet as of December 31, 2013, were as follows:
• Accounts receivable increased by $19.7 million, or $24.4 million, net of currency exchange impacts, in 2014
compared with 2013 primarily due to the timing of collections in Legal Settlement Administration on certain large
cases.
•
Prepaid expenses and other current assets and other noncurrent assets increased by $11.6 million in 2014 compared
with 2013 primarily due to prepayment of $3.5 million of payroll taxes that related to the first pay period of 2015, an
increase of $2.3 million in the net prepaid pension balances of two U.K. defined benefit plans that are in an
overfunded position, and a $2.0 million increase in the value of our Canadian cross currency basis swap.
• Accrued compensation and related costs decreased by $16.5 million in 2014 compared with 2013, primarily due to
reduced incentive compensation payments accrued at year end due to lower than anticipated operating results.
• Noncurrent deferred income tax assets increased by $5.6 million primarily due to the tax impact of the adjustments
to retirement liabilities recorded in accumulated other comprehensive loss.
Critical Accounting Policies and Estimates
MD&A addresses our consolidated financial statements, which are prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates and
judgments based upon historical experience and various other factors that we believe are reasonable under then-existing
circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.
We believe the following critical accounting policies require significant judgments and estimates in the preparation of
our consolidated financial statements. Changes in these underlying estimates could potentially materially affect consolidated
results of operations, financial position and cash flows in the period of change. Although some variability is inherent in these
estimates, the amounts provided for are based on the best information available to us and we believe these estimates are
reasonable.
We have discussed the following critical accounting policies and estimates with the Audit Committee of our Board of
Directors, and the Audit Committee has reviewed our related disclosure in this MD&A.
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Revenue Recognition
Our revenues are primarily comprised of claims processing or program administration fees. Fees for professional
services are recognized as unbilled revenues at estimated collectible amounts at the time such services are rendered.
Substantially all unbilled revenues are billed within one year. Out-of-pocket costs incurred in administering a claim are
typically passed on to our clients and included in our revenues under GAAP. Deferred revenues represent the estimated
unearned portion of fees related to future services to be performed under certain fixed-fee service arrangements. Deferred
revenues are recognized into revenues based on the estimated rate at which the services are provided. These rates are
primarily based on an evaluation of historical claim closing rates by major lines of coverage. Additionally, recent claim
closing rates are evaluated to ensure that current claim closing history does not indicate a significant deterioration or
improvement in the longer-term historical closing rates used.
Our fixed-fee service arrangements typically require us to handle claims on either a one- or two-year basis, or for the
lifetime of the claim. In cases where we handle a claim on a non-lifetime basis, we typically receive an additional fee on each
anniversary date that the claim remains open. For service arrangements where we provide services for the life of the claim,
we are only paid one fee for the life of the claim, regardless of the duration of the claim. As a result, our deferred revenues for
claims handled for one or two years are not as sensitive to changes in claim closing rates since the revenues are recognized in
the near future, and additional fees are generated for handling long-lived claims. Deferred revenues for lifetime claim
handling are considered more sensitive to changes in claim closing rates since we are obligated to handle these claims to their
conclusion with no additional fees received for long-lived claims. For all fixed fee service arrangements, revenues are
recognized over the expected service periods, by type of claim.
Based upon our historical averages, we close approximately 98% of all cases referred to us under lifetime claim service
arrangements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining
open in any one particular year has remained relatively consistent from period to period. Each quarter we evaluate our
historical case closing rates by type of claim and make adjustments as necessary. Any changes in estimates are recognized in
the period in which they are determined.
As of December 31, 2014, deferred revenues related to lifetime claim handling arrangements approximated
$44.7 million. If the rate at which we close cases changes, the amount of revenues recognized within a period could be
affected. In addition, given the competitive environment in which we operate, we may be unable to raise our prices to offset
the additional expense associated with handling longer-lived claims should such case closing rates change. The change in our
first-year case closing rates over the last ten years has ranged from a decrease of 3.4% to an increase of 4.1%, and has
averaged a decrease of 1.0%. A 1.0% change is a reasonably likely change in our estimate based on historical data. Absent an
increase in per-claim fees from our clients, a 1.0% decrease in claim closing rates for lifetime claims could result in the
deferral of additional revenues of approximately $1.4 million for the year ended December 31, 2014, $1.4 million for the year
ended December 31, 2013, and $1.6 million for the year ended December 31, 2012. If our average claim closing rates for
lifetime claims increased by 1.0%, we could recognize additional revenues of approximately $1.3 million for the year ended
December 31, 2014, $1.4 million for the year ended December 31, 2013, and $1.5 million for the year ended December 31,
2012.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients to make
required payments and for adjustments to invoiced amounts. Losses resulting from the inability of clients to make required
payments are accounted for as bad debt expense, while adjustments to invoices are accounted for as reductions to revenues.
These allowances are established by using historical write-off information intended to determine future loss expectations and
by considering the current credit worthiness of our clients, any known specific collection problems, and our assessment of
current industry conditions. Actual experience may differ significantly from historical or expected loss results. Each quarter,
we evaluate the adequacy of the assumptions used in determining these allowances and make adjustments as necessary.
Changes in estimates are recognized in the period in which they are determined. Historically, our estimates have been
materially accurate.
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As of December 31, 2014 and 2013, our allowance for doubtful accounts totaled $11.0 million and $10.2 million, or
approximately 5.6% and 6.0% of gross billed receivables at December 31, 2014 and 2013, respectively. If the financial
condition of our clients deteriorates, resulting in an inability to make required payments to us, or if economic conditions
deteriorate, additional allowances may be deemed to be appropriate or required. If the allowance for doubtful accounts
changed by 1.0% of gross billed receivables, reflecting either an increase or decrease in expected future write-offs, the impact
to consolidated pretax income would have been approximately $1.9 million in 2014, $1.7 million in 2013, and $1.8 million in
2012.
Valuation of Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets
We regularly evaluate whether events and circumstances have occurred which indicate that the carrying amounts of
goodwill, indefinite-lived intangible assets, or other long-lived assets have been impaired. Our indefinite-lived intangible
assets consist of trade names associated with acquired businesses. Our other long-lived assets consist primarily of property
and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer
relationships, technology, and trade names with finite lives. When factors indicate that such assets should be evaluated for
possible impairment, we perform an impairment test. We believe our goodwill, indefinite-lived intangible assets, and other
long-lived assets were appropriately valued and not impaired at December 31, 2014.
We perform an annual impairment analysis of goodwill in which we compare the carrying value of our reporting units to
the estimated fair values of those reporting units as determined by discounting future projected cash flows. We perform an
interim impairment analysis when an event occurs or circumstances change between annual tests that would more likely than
not reduce the fair value of the reporting unit below its carrying value. The estimated market values of our reporting units are
based upon certain assumptions made by us. The estimated market values of our reporting units are reconciled to the
Company’s market value as determined by its stock price in order to validate the reasonableness of the estimated market
values. The estimated market value of all of our reporting units exceeded the carrying values of the reporting units.
The key variables in estimating the fair value of reporting units include the discount rate, the terminal growth rate, and
the net working capital turnover. The discount rates utilized in estimating the fair value of goodwill in 2014 for each reporting
unit were between the range of 10.5% and 13.5%, reflecting our assessment of a market participant's view of the risks
associated with the projected cash flows. The terminal growth rate used in the analysis was 2.0%. The net working capital
turnover assumption ranged from 4 to 10.
For goodwill impairment testing purposes, in 2014 we analyzed two reporting units of the Americas operating segment;
a) U.S. Contractor Connection and b) Americas excluding U.S. Contractor Connection. Based on the relative estimated fair
values of these two reporting units, determined by a discounted cash flow analysis, the Americas excluding U.S. Contractor
Connection has $12.9 million of goodwill associated with it that is at risk of potential impairment. Prior to 2014, U.S.
Contractor Connection was tested within the Americas reporting unit. The EMEA/AP segment, which has $72.1 million of
goodwill associated with it, is also exposed to potential impairment. Holding all other assumptions constant, both the EMEA/
AP segment and Americas excluding U.S. Contractor Connection component would have to achieve more than approximately
60-65.0% of their forecasted operating earnings to avoid the Company being required to proceed to Step 2 of the goodwill
impairment test. The EMEA/AP analysis did not include any impact of the GAB Robins acquisition, since the test was
performed prior to the acquisition date. We intend to continue to monitor the performance of the Americas and EMEA/AP
segments. Should actual operating earnings consistently fall below forecasted operating earnings, we will perform an interim
goodwill impairment analysis.
The indefinite-lived intangible asset consisting of the Broadspire and SLS trade names, with carrying values of $29.1
million and $2.1 million, respectively, are also evaluated for potential impairment on an annual basis or when indicators of
potential impairment are identified. Based on our 2014 analysis, we do not believe these tradenames are exposed to potential
impairments. The indefinite-lived intangible asset impairment test is similar to the goodwill impairment test as both involve
estimating the fair value using an internally prepared discounted cash flow analysis. The fair values of the trade names were
established using the relief-from-royalty method. This method recognizes that, by virtue of owning the trade name as opposed
to licensing it, a company or reporting unit is relieved from paying a royalty, usually expressed as a percentage of sales, for
the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an appropriate discount rate indicates the
value of the trade name.
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The values of the Broadspire and SLS trade names are each sensitive to changes in the assumptions used above. A
decline in the U.S. royalty rate to 1.0%, in conjunction with an increase in the discount rate to 15.0%, could potentially
trigger an impairment. In addition, an increase to the discount rate above 18.0%, assuming no changes in the other key inputs,
could potentially trigger an impairment. We will continue to monitor the value of these trade names for potential indicators of
impairment.
Defined Benefit Pension Plans
We sponsor various defined benefit pension plans in the U.S. and U.K. that cover a substantial number of current and
former employees in each location. We utilize the services of independent actuaries to help us estimate our pension
obligations and measure pension costs. Our U.S. defined benefit pension plan was frozen on December 31, 2002. Our U.K.
defined benefit pension plans were closed to new employees as of October 31, 1997, but existing participants may still accrue
additional limited benefits based on salary levels existing at the close date. Benefits payable under our U.S. defined benefit
pension plan are generally based on career compensation; however, no additional benefits accrue on our frozen U.S. plan
after December 31, 2002. Benefits payable under the U.K. plans are generally based on an employee’s salary at the time the
applicable plan was closed. Our funding policy is to make cash contributions in amounts sufficient to maintain the plans on
an actuarially sound basis, but not in excess of amounts deductible under applicable income tax regulations. Note 8,
“Retirement Plans,” of our accompanying audited consolidated financial statements included in Item 8 of this Annual Report
on Form 10-K provides details about the assumptions used in determining the funded status of the plans, the unrecognized
actuarial gain/(loss), the components of net periodic benefit cost, benefit payments expected to be made in the future and plan
asset allocations.
Investment objectives for the Company’s U.S. and U.K. pension plan assets are to:
•
•
ensure availability of funds for payment of plan benefits as they become due;
provide for a reasonable amount of long-term growth of capital, without undue exposure to volatility, and protect the
assets from erosion of purchasing power; and
•
provide investment results that meet or exceed the plans' actuarially assumed long-term rate of return.
The long-term goal for the U.S. and U.K. plans is to reach fully-funded status and to maintain that status. The investment
policies contemplate the plans’ asset return requirements and risk tolerances changing over time. Accordingly, reallocation of
the portfolios’ mix of return-seeking assets and liability-hedging assets will be performed as the plans’ funded status
improves. In conjunction with our investment policies we have rebalanced the U.S. and U.K. plans' target allocation mix to
reallocate from an equity-weighted to a fixed-income weighted investment strategy, as the plans' funded status has improved
and as we have made cash contributions to the plan.
The rules for pension accounting are complex and can produce volatility in our results, financial condition and liquidity.
Our pension expense is primarily a function of the value of our plan assets and the discount rate used to measure our pension
liability at a single point in time at the end of our fiscal year (the measurement date). Both of these factors are significantly
influenced by the stock and bond markets, which in recent years have experienced substantial volatility.
In addition to expense volatility, we are required to record mark-to-market adjustments to our balance sheet on an annual
basis for the net funded status of our pension plans. These adjustments have fluctuated significantly over the past several
years and, like our pension expense, are a result of the discount rate and value of our plan assets at each measurement date, as
well as periodic changes to mortality tables used to estimate the life expectancy of plan participants. The funded status of our
plans may also impact our liquidity, as changes to funding laws in the U.S. may require higher funding levels for our pension
plans.
The major assumptions used in accounting for our defined benefit pension plans are the discount rate, the expected long-
term return on plan assets, and the mortality expectations for plan participants. The discount rate assumptions reflect the rates
at which the benefit obligations could be effectively settled. Our discount rates were determined with the assistance of
actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash flows
that generally match our expected benefit payments in future years. At December 31, 2014, the discount rate used to compute
the benefit obligations of the U.S. and U.K. plans were 4.06% and 3.90%, respectively.
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The estimated average rate of return on plan assets is a long-term, forward-looking assumption that also materially
affects our pension cost. It is required to be the expected future long-term rate of earnings on plan assets. Our pension plan
assets are invested primarily in collective funds. As part of our strategy to manage future pension costs and net funded status
volatility, we have transitioned to a liability-driven investment strategy with a greater concentration of fixed-income
securities to better align plan assets with liabilities.
Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Management
considers the following factors in determining this assumption:
•
•
•
the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension
plan assets;
the types of investment classes in which we invest our pension plan assets and the expected return we can
reasonably expect those investment classes to earn over time; and
the investment returns we can reasonably expect our investment management program to achieve in excess of the
returns we could expect if investments were made strictly in indexed funds.
We review the expected long-term rate of return on an annual basis and revise it as appropriate. To support our
conclusions, we periodically commission asset/liability studies performed by third-party professional investment advisors and
actuaries to assist us in our reviews. These studies project our estimated future pension payments and evaluate the efficiency
of the allocation of our pension plan assets into various investment categories. These studies also generate probability-
adjusted expected future returns on those assets. As a result of the transition to a liability-driven investment strategy
described previously, the expected long-term rates of return on plan assets assumption used to determine 2015 net periodic
pension cost were estimated to be 6.50% and 7.12% for the U.S. and U.K. plans, respectively.
We review our employee demographic assumptions annually and update the assumptions as necessary. During 2014, we
revised the mortality assumptions for the U.S. plans to incorporate the new set of mortality tables issued by the Society of
Actuaries, adjusted to reflect Company-specific experience and future expectations. This resulted in an increase in the
projected benefit obligation of approximately $35.4 million for the U.S. plans.
Pension expense is also affected by the accounting policy used to determine the value of plan assets at the measurement
date. We apply our expected return on plan assets using fair market value as of the annual measurement date. The fair market
value method results in greater volatility to our pension expense than the calculated value method. The amounts recognized in
the balance sheet reflect a snapshot of the state of our long-term pension liabilities at the plan measurement date and the
effect of mark-to-market accounting on plan assets. At December 31, 2014, we recorded an decrease to equity through other
comprehensive income ("OCI") of $43.2 million (net of tax) to reflect unrealized actuarial losses during 2014. At
December 31, 2013, we recorded an increase to equity through OCI of $15.7 million (net of tax) to reflect unrealized
actuarial gains during 2013. Those changes are subject to amortization over future years and may be reflected in future
income statements.
Cumulative unrecognized actuarial losses for all plans were $334.7 million through December 31, 2014, compared with
$278.0 million through December 31, 2013. These unrecognized losses reflect changes in the discount rates, differences
between expected and actual asset returns, and changes to mortality expectations for plan participants, which are being
amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains.
However, unless the minimum amount required to be amortized is below a corridor amount equal to 10.0% of the greater of
the projected benefit obligation or the market-related value of plan assets, these unrecognized actuarial losses are required to
be amortized and recognized in future periods. For example, projected pension plan expense for 2015 includes $12.9 million
of amortization of these actuarial losses versus $11.8 million in 2014, $13.3 million in 2013 and $9.8 million in 2012.
Net periodic pension expense for our defined benefit pension plans is sensitive to changes in the underlying assumptions
for the expected rates of return on plan assets and the discount rates used to determine the present value of projected benefits
payable under the plans. If our assumptions for the expected returns on plan assets of our U.S. and U.K. defined benefit
pension plans changed by 0.5%, representing either an increase or decrease in expected returns, the impact to 2014
consolidated pretax income would have been approximately $3.2 million. If our assumptions for the discount rates used to
determine the present value of projected benefits payable under the plans changed by 0.25%, representing either an increase
or decrease in interest rates used to value pension plan liabilities, the impact to 2014 consolidated pretax income would have
been approximately $0.8 million.
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Determination of Effective Tax Rate Used for Financial Reporting
We account for certain income and expense items differently for financial reporting and income tax purposes. Provisions
for deferred taxes are made in recognition of these temporary differences. The most significant differences relate to revenue
recognition, accrued compensation and pensions, self-insurance, and depreciation and amortization.
For financial reporting purposes in accordance with the liability method of accounting for income taxes, the provision for
income taxes is the sum of income taxes both currently payable and deferred. Currently payable income taxes represent the
liability related to our income tax returns for the current year, while the net deferred tax expense or benefit represents the
change in the balance of deferred tax assets or liabilities as reported on our consolidated balance sheets that are not related to
balances in "Accumulated other comprehensive loss." The changes in deferred tax assets and liabilities are determined based
upon changes between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities
for income tax purposes, multiplied by the enacted statutory tax rates for the year in which we estimate these differences will
reverse. We must estimate the timing of the reversal of temporary differences, as well as whether taxable income in future
periods will be sufficient to fully recognize any gross deferred tax assets.
Other factors which influence our effective tax rate used for financial reporting purposes include changes in enacted
statutory tax rates, changes in the composition of taxable income from the countries in which we operate, our ability to utilize
net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits.
Our effective tax rate, defined as our provision for income taxes divided by income before income taxes, for financial
reporting purposes in 2014, 2013, and 2012 was 48.1%, 36.7%, and 40.4%, respectively. If our effective tax rate used for
financial reporting purposes changed by 1.0%, we would have recognized an increase or decrease to income taxes of
approximately $591,000, $811,000, and $834,000 for the years ended December 31, 2014, 2013, and 2012, respectively. Our
effective tax rate for financial reporting purposes is expected to range between 38% and 40% in 2015 before considering any
discrete items.
It is possible that future changes in the tax laws of jurisdictions in which we operate could have a significant impact on
U.S.-based multinational companies such as our Company. At this time we cannot predict the likelihood or details of any
such changes or their specific potential impact on our Company.
Our most significant deferred tax assets are related to the unfunded liability of our defined benefit pension plans, tax
credit carryforwards and net operating loss (“NOL”) carryforwards. The tax deduction for defined benefit pension plans
generally occurs upon funding of plan liabilities. Assuming that the estimated minimum funding requirements for the defined
benefit pension plans and the income projections are met, the deferred tax asset should be realized.
The tax credit carryforwards primarily consists of $42.9 million of foreign tax credit (“FTC”) carryforwards. Companies
that cannot credit all the foreign taxes paid or deemed paid in a particular tax year because their foreign taxes exceed their
FTC limitation are allowed to carry their excess taxes back to the preceding tax year and then forward to the ten succeeding
years. Utilization of the Company’s FTCs is dependent upon sufficient U.S. regular taxable income and foreign source
income which is impacted by the interaction of overall domestic and overall foreign loss rules. Based on Company
projections of income through 2019, the Company should be able to fully utilize its FTC carryforwards before expiration.
Accordingly, management concluded that it was more likely than not that the Company should be able to utilize its FTC
carryforwards.
The net operating loss carryforwards primarily consists of $11.0 million of state NOL carryforwards generated by our
domestic companies. In order to fully utilize these state NOL carryforwards, our domestic companies must generate taxable
income prior to the expiration of the carryforwards. We have identified tax planning strategies that are both prudent and
feasible, involving the internal sale of various assets that, if implemented, would generate sufficient taxable income at a state
level without generating federal taxable income, such that utilization of the state NOL carryforwards is more likely than not
to occur prior to their expiration.
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In accordance with GAAP, we have considered the four possible sources of taxable income that may be available to
realize a tax benefit for deductible temporary differences and carryforwards and have a $15.2 million valuation allowance on
certain net operating loss and tax credit carryforwards in our domestic and international operations. We believe that it is more
likely than not that we will realize our remaining net deferred tax assets based on our forecast of future taxable income and
tax planning strategies that are available to the Company. Future changes in the valuation allowance, if required, should not
affect our liquidity or our compliance with any existing debt covenants.
Self-Insured Risks
We self-insure certain insurable risks consisting primarily of professional liability, auto liability, employee medical,
disability, and workers’ compensation. Insurance coverage is obtained for catastrophic property and casualty exposures,
including professional liability on a claims-made basis, and those risks required to be insured by law or contract. Most of
these self-insured risks are in the U.S. Provisions for claims incurred under self-insured programs are made based on our
estimates of the aggregate liabilities for claims incurred, losses that have occurred but have not been reported to us, and the
adverse developments on reported losses. These estimated liabilities are calculated based on historical claim payment
experience, the expected life of the claims, and other factors considered relevant to the claims. The liabilities for claims
incurred under our self-insured workers’ compensation and employee disability programs are discounted at the prevailing
risk-free rate for government issues of an appropriate duration. All other self-insured liabilities are undiscounted. Each
quarter we evaluate the adequacy of the assumptions used in developing these estimated liabilities and make adjustments as
necessary. Changes in estimates are recognized in the period in which they are determined. Historically, our estimates have
been materially accurate.
As of December 31, 2014 and 2013, our estimated liabilities for self-insured risks totaled $24.5 million and $25.6
million, respectively. The estimated liability is most sensitive to changes in the ultimate liability for a claim and, if applicable,
the interest rate used to discount the liability. We believe our provisions for self-insured losses are adequate to cover the
expected net cost of losses incurred. However, these provisions are estimates and amounts ultimately settled may be
significantly greater or less than the provisions established. We used a discount rate of 1.62% to determine the present value
of our self-insured workers’ compensation liabilities as of December 31, 2014. If the average discount rate was reduced by
1.0% or increased by 1.0%, reflecting either an increase or decrease in underlying interest rates, our estimated liabilities for
these self-insured risks at December 31, 2014 would have been impacted by approximately $416,000, resulting in an increase
or decrease to 2014 consolidated net income of approximately $255,000.
New Accounting Standards
See Note 1, “Significant Accounting and Reporting Policies,” of our accompanying audited consolidated financial
statements in Item 8 of this Annual Report on Form 10-K for a description of recent accounting pronouncements including
the dates, or expected dates of adoption, and effects, or expected effects, on our disclosures, results of operations, and
financial condition.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our operations expose us to various market risks, primarily from changes in foreign currency exchange rates and interest
rates. Our objective is to identify and understand these risks and implement strategies to manage them. When evaluating
potential strategies, we consider the fundamentals of each market and the underlying accounting and business implications.
To implement our various strategies, we may enter into various hedging or similar transactions. The sensitivity analyses we
present below do not consider the effect of possible adverse changes in the general economy, nor do they consider additional
actions we may take from time to time in the future to mitigate our exposure to these or other market risks. There can be no
assurance of the manner in which we will manage or continue to manage any risks in the future or that any of our efforts will
be successful.
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Foreign Currency Exchange Rate Risk
Our international operations (consisting principally of our operations in Canada and Latin America within the Americas
segment, and our EMEA/AP segment) expose us to foreign currency exchange rate changes that can impact translations of
foreign-denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated
in different currencies. Revenues before reimbursements from our international operations included in the Americas and
EMEA/AP segments were 42.7%, 42.0%, and 42.5% of consolidated revenues before reimbursements for 2014, 2013, and
2012, respectively. Except as discussed below, we do not presently engage in any hedging activities to compensate for the
effect of potential currency exchange rate fluctuations on the net assets or operating results of our foreign subsidiaries.
Crawford & Company, the U.S. parent corporation, holds a Canadian dollar ("CAD") 35.3 million intercompany note due
from its Canadian subsidiary. The note bears interest at a variable rate based on 3-month Canada Bankers Acceptances and is
payable in quarterly installments over 15 years. In 2011, we entered into a U.S. dollar-CAD cross currency basis swap as an
economic hedge to the intercompany note. The swap requires quarterly payments of CAD589,000 to the counterparty, and we
receive quarterly payments of U.S. $593,000. We also make interest payments to the counterparty based on 3-month Canada
Bankers Acceptances plus a spread, and we receive interest payments based on U.S. 3-month LIBOR. The swap expires on
September 30, 2025 and was an asset with a fair value of $3.1 million at December 31, 2014. We have elected to not
designate this swap as a hedge of the intercompany note from our Canadian subsidiary. Accordingly, changes in the fair value
of the swap are recorded in the income statement over the life of the swap and should substantially offset changes in the value
of the intercompany note. The changes in the fair value of the swap will not totally offset changes in the value of the
intercompany note as the fair value of the swap is determined based on forward rates while the value of the intercompany
note is determined based on spot rates.
We measure foreign currency exchange rate risk based on changes in foreign currency exchange rates using a sensitivity
analysis. The sensitivity analysis measures the potential change in earnings based on a hypothetical 10.0% change in currency
exchange rates. Exchange rates and currency positions as of December 31, 2014 were used to perform the sensitivity analysis.
Such analysis indicated that a hypothetical 10.0% change in foreign currency exchange rates would have increased or
decreased consolidated pretax income during 2014 by approximately $1.9 million had the U.S. dollar exchange rate increased
or decreased relative to the currencies to which we had exposure.
Interest Rate Risk
As described above, borrowings under the Credit Facility bear interest at a variable rate, based on LIBOR or a Base Rate
(as defined), at our option. As a result, we have market risk exposure to changes in interest rates. Based on the amounts of our
floating rate debt at December 31, 2014 and December 31, 2013, if market interest rates had increased or decreased an
average of 100 basis points our pretax interest expense would have changed by $1.6 million and $1.4 million in 2014 and
2013, respectively. We determined these amounts by considering the impact of the hypothetical change in interest rates on our
borrowing costs.
Changes in the projected benefit obligations of our defined benefit pension plans are largely dependent on changes in
prevailing interest rates as of the plans’ respective measurement dates, which are used to value these obligations under ASC
715, "Compensation--Retirement Benefits." If our assumptions for the discount rates used to determine the present value of
the projected benefit obligations changed by 0.25%, representing either an increase or decrease in the discount rate, the
projected benefit obligations of our U.S. and U.K. defined benefit pension plans would have changed by approximately $27.4
million at December 31, 2014. The impact of this change to 2014 consolidated pretax income would have been
approximately $0.8 million.
Periodic pension cost for our defined benefit pension plans is impacted primarily by changes in long-term interest rates
whereas interest expense for our variable-rate borrowings is impacted more directly by changes in short-term interest rates.
To the extent changes in interest rates on our variable-rate borrowings move in the same direction as changes in the discount
rates used for our defined benefit pension plans, changes in our interest expense on our borrowings would be offset to some
degree by changes in our defined benefit pension cost. We are unable to quantify the extent of any such offset.
Credit Risk Related to Performing Certain Services for Our Clients
We process payments for claims settlements, primarily on behalf of our self-insured clients. The liability for the
settlement cost of claims processed, which is generally pre-funded, remains with the client. Accordingly, we do not incur
significant credit risk in the performance of these services.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
Consolidated Statements of Income
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders’ Investment
Notes to Consolidated Financial Statements
Management’s Statement on Responsibility for Financial Reporting
Report of Independent Registered Public Accounting Firm
Quarterly Financial Data (Unaudited)
Page
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57
58
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96
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98
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CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
2014
2013
2012
Revenues from Services:
Revenues before reimbursements
Reimbursements
Total Revenues
Costs and Expenses:
Costs of services provided, before reimbursements
Reimbursements
Total costs of services
Selling, general, and administrative expenses
Corporate interest expense, net of interest income of $781, $768, and $967,
respectively
Special charges and credits
Total Costs and Expenses
Other Income
Income Before Income Taxes
Provision for Income Taxes
Net Income
Net Income Attributable to Noncontrolling Interests
$1,142,851
$1,163,445
$ 1,176,717
74,112
89,985
89,421
1,216,963
1,253,430
1,266,138
840,702
74,112
914,814
237,880
6,031
—
1,158,725
1,650
59,888
28,780
31,108
(484)
846,442
89,985
936,427
232,307
6,423
—
1,175,157
2,829
81,102
29,766
51,336
(358)
846,638
89,421
936,059
228,411
8,607
11,332
1,184,409
1,711
83,440
33,686
49,754
(866)
Net Income Attributable to Shareholders of Crawford & Company
$
30,624
$
50,978
$
48,888
Earnings Per Share - Basic:
Class A Common Stock
Class B Common Stock
Earnings Per Share - Diluted:
Class A Common Stock
Class B Common Stock
Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock
Class B Common Stock
Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock
Class B Common Stock
Cash Dividends Per Share:
Class A Common Stock
Class B Common Stock
$
$
$
$
0.58
0.52
0.57
0.52
$
$
$
$
0.95
0.91
0.93
0.90
$
$
$
$
30,237
24,690
29,853
24,690
30,983
24,690
30,855
24,690
0.92
0.88
0.91
0.87
29,536
24,693
30,272
24,693
$
$
0.24
0.18
$
$
0.18
0.14
$
$
0.20
0.16
The accompanying notes are an integral part of these consolidated financial statements.
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CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
Year Ended December 31,
Net Income
2014
2013
2012
$
31,108
$
51,336
$
49,754
Other Comprehensive (Loss) Income:
Net foreign currency translation loss, net of tax benefit of $91 and $0
and $0, respectively
Amounts reclassified into net income for defined benefit pension
plans, net of tax provision of $3,039, $4,220, and $3,283, respectively
Net unrealized (loss) gain on defined benefit plans arising during the
year, net of tax benefit (provision) of $25,746, ($13,846), and
$18,109, respectively
Interest rate swap agreement loss reclassified into income, net of tax
benefit of $0, $0, and $253, respectively
(8,600)
(4,283)
(2,787)
8,636
8,834
6,340
(43,181)
15,671
(39,934)
—
—
414
Other Comprehensive (Loss) Income
(43,145)
20,222
(35,967)
Comprehensive (Loss) Income
(12,037)
71,558
13,787
Comprehensive income attributable to noncontrolling interests
(87)
(309)
(777)
Comprehensive (Loss) Income Attributable to Shareholders of
Crawford & Company
$
(12,124) $
71,249
$
13,010
The accompanying notes are an integral part of these consolidated financial statements.
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CRAWFORD & COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
December 31,
Current Assets:
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $10,960 and $10,234,
respectively
Unbilled revenues, at estimated billable amounts
Income taxes receivable
Prepaid expenses and other current assets
Total Current Assets
Property and Equipment:
Property and equipment
Less accumulated depreciation
Net Property and Equipment
Other Assets:
Goodwill
Intangible assets arising from business acquisitions, net
Capitalized software costs, net
Deferred income tax assets
Other noncurrent assets
Total Other Assets
TOTAL ASSETS
2014
2013
$
52,456
$
75,953
180,096
103,163
2,779
29,089
367,583
143,273
(102,414)
40,859
131,885
75,895
75,536
66,927
30,634
380,877
789,319
$
160,350
105,791
5,150
22,437
369,681
155,326
(109,643)
45,683
132,777
82,103
72,761
61,375
25,678
374,694
790,058
$
The accompanying notes are an integral part of these consolidated financial statements.
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CRAWFORD & COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
December 31,
2014
2013
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities:
Short-term borrowings
Accounts payable
Accrued compensation and related costs
Self-insured risks
Income taxes payable
Deferred income taxes
Deferred rent
Other accrued liabilities
Deferred revenues
Current installments of long-term debt and capital leases
Total Current Liabilities
Noncurrent Liabilities:
Long-term debt and capital leases, less current installments
Deferred revenues
Self-insured risks
Accrued pension liabilities
Other noncurrent liabilities
Total Noncurrent Liabilities
Shareholders’ Investment:
Class A common stock, $1.00 par value, 50,000 shares authorized; 30,497 and
29,875 shares issued and outstanding, respectively
Class B common stock, $1.00 par value, 50,000 shares authorized; 24,690 shares issued
and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Shareholders' Investment Attributable to Shareholders of Crawford & Company
Noncontrolling interests
Total Shareholders’ Investment
$
2,002
$
48,597
82,151
14,491
2,618
14,523
13,576
35,784
45,054
763
259,559
154,046
26,706
10,041
142,343
17,271
350,407
35,000
50,941
98,656
13,100
3,476
15,063
16,062
34,270
49,950
875
317,393
101,770
26,893
12,530
102,960
20,979
265,132
30,497
29,875
24,690
38,617
301,091
(221,958)
172,937
6,416
179,353
24,690
39,285
285,165
(179,210)
199,805
7,728
207,533
790,058
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
$
789,319
$
The accompanying notes are an integral part of these consolidated financial statements.
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CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2014
2013
2012
Cash Flows from Operating Activities:
Net income
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes
Gain on sale of interest in former corporate headquarters property
Stock-based compensation costs
(Gain) loss on disposals of property and equipment, net
Changes in operating assets and liabilities, net of effects of acquisitions
and dispositions:
Accounts receivable, net
Unbilled revenues, net
Accrued or prepaid income taxes
Accounts payable and accrued liabilities
Deferred revenues
Accrued retirement costs
Prepaid expenses and other operating activities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Acquisitions of property and equipment
Proceeds from disposals of property and equipment
Capitalization of computer software costs
Proceeds from sale of interest in former corporate headquarters
property
Cash surrendered from sale of business
Payments for business acquisitions, net of cash acquired
Net cash used in investing activities
Cash Flows from Financing Activities:
Cash dividends paid
Payments related to shares received for withholding taxes under stock-
based compensation plans
Proceeds from shares purchased under employee stock-based
compensation plans
Repurchases of common stock
Increase in short-term and revolving credit facility borrowings
Payments on short-term and revolving credit facility borrowings
Payments on capital lease obligations and long-term debt
Capitalized loan costs
Dividends paid to noncontrolling interests
Net cash provided by (used in) financing activities
Effects of exchange rate changes on cash and cash equivalents
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
$
$
31,108
$
51,336
$
49,754
37,644
15,189
(836)
1,189
(239)
(24,358)
(1,216)
3,099
(23,100)
(4,645)
(18,497)
(8,732)
6,606
(12,485)
1,289
(16,712)
836
(1,554)
(3,141)
(31,767)
(11,717)
(2,085)
1,270
(3,390)
121,110
(98,821)
(856)
(218)
(761)
4,532
(2,868)
(23,497)
75,953
52,456
$
33,903
15,625
—
3,835
273
2,102
16,528
(2,160)
(22,328)
(5,895)
(22,086)
6,711
77,844
(14,037)
—
(16,976)
—
—
(2,515)
(33,528)
(8,840)
(1,322)
1,884
(3,631)
88,460
(99,461)
(15,823)
(30)
(369)
(39,132)
(388)
4,796
71,157
75,953
$
32,796
19,355
—
3,660
(136)
(4,197)
(18,725)
(628)
28,853
1,290
(15,639)
(3,530)
92,853
(15,375)
47
(17,801)
—
—
(674)
(33,803)
(9,880)
(1,307)
520
(2,840)
42,174
(91,412)
(1,583)
(161)
(429)
(64,918)
(588)
(6,456)
77,613
71,157
The accompanying notes are an integral part of these consolidated financial statements.
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CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ INVESTMENT
(In thousands)
Common Stock
Class A Non-
Voting
Class B
Voting
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Shareholders'
Investment
Attributable to
Shareholders of
Crawford &
Company
Noncontrolling
Interests
Total
Shareholders’
Investment
Balance at December 31, 2011
$
29,086
$
24,697
$
33,969
$
209,323
$
(163,603) $
133,472
$
4,816
$
138,288
Net income
Other comprehensive loss
Cash dividends paid
Stock-based compensation
—
—
—
—
Repurchases of common stock
(607)
Shares issued in connection with
stock-based compensation plans,
net
Change in noncontrolling interest
due to acquisition of controlling
interest
Dividends paid to noncontrolling
interests
856
—
—
—
—
—
—
(7)
—
—
—
—
—
—
3,660
—
(1,643)
(436)
—
Balance at December 31, 2012
29,335
24,690
35,550
Net income
Other comprehensive income
(loss)
Cash dividends paid
Stock-based compensation
—
—
—
—
Repurchases of common stock
(553)
Shares issued in connection with
stock-based compensation plans,
net
Increase in value of
noncontrolling interest due to
acquisition of controlling interest
Dividends paid to noncontrolling
interests
1,093
—
—
—
—
—
—
—
—
—
—
—
—
—
3,835
—
(100)
—
—
Balance at December 31, 2013
29,875
24,690
39,285
Net income
Other comprehensive loss
Cash dividends paid
Stock-based compensation
—
—
—
—
Repurchases of common stock
(409)
Shares issued in connection
with stock-based compensation
plans, net
Decrease in value of
noncontrolling interest due to
sale of controlling interest
Dividends paid to
noncontrolling interests
1,031
—
—
—
—
—
—
—
—
—
—
—
—
—
1,189
—
(1,857)
—
—
48,888
—
(9,880)
—
(2,226)
—
—
—
246,105
50,978
—
(8,840)
—
(3,078)
—
—
285,165
30,624
—
(11,717)
—
(2,981)
—
—
—
—
(35,878)
—
—
—
—
—
—
(199,481)
—
20,271
—
—
—
—
—
—
(179,210)
—
(42,748)
—
—
—
—
—
—
48,888
(35,878)
(9,880)
3,660
(2,840)
(787)
(436)
—
136,199
50,978
20,271
(8,840)
3,835
(3,631)
993
—
—
199,805
30,624
(42,748)
(11,717)
1,189
(3,390)
(826)
—
—
866
(89)
—
—
—
—
436
(429)
5,600
358
(49)
—
—
—
—
2,188
(369)
7,728
484
(397)
—
—
—
—
(638)
(761)
49,754
(35,967)
(9,880)
3,660
(2,840)
(787)
—
(429)
141,799
51,336
20,222
(8,840)
3,835
(3,631)
993
2,188
(369)
207,533
31,108
(43,145)
(11,717)
1,189
(3,390)
(826)
(638)
(761)
Balance at December 31, 2014
$
30,497
$
24,690
$
38,617
$
301,091
$
(221,958) $
172,937
$
6,416
$
179,353
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
1.
Significant Accounting and Reporting Policies
Nature of Operations
Based in Atlanta, Georgia, Crawford & Company ("Crawford" or the "Company") is the world's largest (based on annual
revenues) independent provider of claims management solutions to the risk management and insurance industry, as well as to
self-insured entities, with an expansive global network serving clients in more than 70 countries. The Crawford SolutionSM
offers comprehensive, integrated claims services, business process outsourcing and consulting services for major product
lines including property and casualty claims management, workers’ compensation claims and medical management, and legal
settlement administration.
Shares of the Company's two classes of common stock are traded on the New York Stock Exchange under the symbols
CRDA and CRDB, respectively. The Company's two classes of stock are substantially identical, except with respect to voting
rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting
Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of
Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock,
unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The
Company's website is www.crawfordandcompany.com. The information contained on, or hyperlinked from, the Company's
website is not a part of, and is not incorporated by reference into, this report.
Principles of Consolidation
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the U.S. (“GAAP”) and include the accounts of the Company, its majority-owned subsidiaries, and variable
interest entities in which the Company is deemed to be the primary beneficiary. Significant intercompany transactions are
eliminated in consolidation. Financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and
certain subsidiaries in the Philippines are reported and consolidated on a two-month delayed basis in accordance with the
provisions of Accounting Standards Codification ("ASC") 810, “Consolidation,” in order to provide sufficient time for
accumulation of their results. Accordingly, the Company's December 31, 2014, 2013, and 2012 consolidated financial
statements include the financial position of such operations as of October 31, 2014 and 2013, respectively, and the results of
their operations and cash flows for the fiscal periods ended October 31, 2014, 2013, and 2012, respectively.
The Company has controlling ownership interests in several entities that are not wholly-owned by the Company. The
financial results and financial positions of these controlled entities are included in the Company’s consolidated financial
statements, including both the controlling interests and the noncontrolling interests. The noncontrolling interests represent the
equity interests in these entities that are not attributable, either directly or indirectly, to the Company. Noncontrolling interests
are reported as a separate component of the Company’s Shareholders’ Investment. On the Company’s Consolidated
Statements of Income, net income is attributed to the controlling interests and the noncontrolling interests separately.
The Company consolidates the results of a variable interest entity ("VIE") when it is determined to be the primary
beneficiary. In accordance with GAAP, in determining whether the Company is the primary beneficiary of a VIE for financial
reporting purposes, it considers whether it has the power to direct the activities of the VIE that most significantly impact the
economic performance of the VIE and whether it has the obligation to absorb losses or the right to receive returns that would
be significant to the VIE.
In March 2013, the Company acquired 51% of the capital stock of Lloyd Warwick International Limited ("LWI"). LWI is
a VIE primarily because it does not meet the business scope exception, as Crawford provides more than half of the financial
support, and because LWI lacks sufficient equity at risk to permit LWI to carry on its activities without additional financial
support. Crawford has agreed to provide financial support to LWI of approximately $10,000,000. Crawford is the primary
beneficiary of LWI because of its controlling ownership interest and because Crawford has the obligation to absorb LWI's
losses through the additional financial support that LWI may require. Creditors of LWI have no recourse to Crawford's
general credit. Total assets and liabilities of LWI as of December 31, 2014 were $6,045,000 and $8,346,000, respectively.
Included in LWI's total liabilities at December 31, 2014 is a loan from Crawford of $7,378,000. For additional information on
the acquisition of LWI, see Note 2, "Acquisitions and Dispositions of Businesses."
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The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a
rabbi trust and considered a VIE of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred
compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the
activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan.
At December 31, 2014 and 2013, the liabilities of this deferred compensation plan were $11,051,000 and $10,322,000,
respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in
the related rabbi trust were $15,519,000 and $15,140,000, respectively. These liabilities and assets are included in "Other
noncurrent liabilities" and "Other noncurrent assets" on the Company’s Consolidated Balance Sheets, respectively.
Management’s Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ materially from those estimates.
Revenue Recognition
The Company’s revenues are primarily comprised of claims processing or program administration fees and are generated
from the Company’s four operating segments.
Both the Americas segment and the EMEA/AP segment earn revenues by providing field investigation and evaluation of
property and casualty claims for insurance companies and self-insured entities and by providing access to Company-owned
networks of direct repair service providers. The Company’s Broadspire segment earns revenues by providing field
investigation and claims evaluation of workers’ compensation and liability claims, initial loss reporting services for its clients'
claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation,
administration of trust funds established to pay claims, and risk management information services. The Legal Settlement
Administration segment earns revenues by providing administration services related to settlements of securities cases,
product liability cases, Chapter 11 bankruptcy noticing and distribution, and other legal settlements by identifying and
qualifying class members, determining and dispensing settlement payments, and administering settlement funds.
Fees for professional services are recognized in unbilled revenues at the time such services are rendered, at estimated
collectible amounts. Substantially all unbilled revenues are billed within one year.
Deferred revenues represent the estimated unearned portion of fees derived from certain fixed-rate claim service
agreements. The Company’s fixed-fee service arrangements typically call for the Company to handle claims on either a one-
or two-year basis, or for the lifetime of the claim. In cases where the claim is handled on a non-lifetime basis, an additional
fee is typically received on each anniversary date that the claim remains open. For service arrangements where the Company
provides services for the life of the claim, the Company receives only one fee for the life of the claim, regardless of the
duration of the claim. Deferred revenues are recognized into revenues based on the estimated rate at which the services are
provided. These rates are primarily based on a historical evaluation of actual claim durations by major line of coverage, and
assumptions based on average case closure rates and pricing for each claim type.
In the normal course of business, the Company incurs certain out-of-pocket expenses that are thereafter reimbursed by
the Company’s clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be
included when reporting expenses and revenues, respectively, in the Company’s consolidated results of operations. The
amounts of reimbursed expenses and related revenues from reimbursements offset each other in the Company’s consolidated
statements of operations with no impact to its net income.
Intersegment sales are recorded at cost and are not material.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or
less. The fair value of cash and cash equivalents approximates book value due to their short-term nature. At December 31,
2014, cash and cash equivalents included time deposits of approximately $2,293,000 that were in financial institutions
outside the U.S.
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Accounts Receivable and Allowance for Doubtful Accounts
The Company extends credit based on an evaluation of a client’s financial condition and, generally, collateral is not
required. Accounts receivable are typically due upon receipt of the invoice and are stated on the Company’s Consolidated
Balance Sheets at amounts due from clients net of an estimated allowance for doubtful accounts. Accounts outstanding longer
than the contractual payment terms are considered past due. The fair value of accounts receivable approximates book value
due to their short-term contractual stipulations.
The Company maintains an allowance for doubtful accounts for estimated losses resulting primarily from the inability of
clients to make required payments and for adjustments to invoiced amounts. Losses resulting from the inability of clients to
make required payments are accounted for as bad debt expense, while adjustments to invoices are accounted for as reductions
to revenue. These allowances are established using historical write-off information to project future experience and by
considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current
industry and economic conditions. Actual experience may differ significantly from historical or expected loss results. The
Company writes off accounts receivable when they become uncollectible, and any payments subsequently received are
accounted for as recoveries. A summary of the activities in the allowance for doubtful accounts for the years ended
December 31, 2014, 2013, and 2012 is as follows:
Allowance for doubtful accounts, January 1
Add/ (Deduct):
Provision for bad debt expense
Write-offs, net of recoveries
Currency translation and other changes
Allowance for doubtful accounts, December 31
2014
2013
2012
$
10,234
(In thousands)
10,584
$
$
10,615
2,117
(812)
(579)
10,960
$
1,396
(2,112)
366
10,234
$
2,384
(2,256)
(159)
10,584
$
For the years ended December 31, 2014, 2013, and 2012, the Company’s adjustments to revenues associated with client
invoice adjustments totaled $1,786,000, $2,812,000, and $2,712,000, respectively.
Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets
Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net
assets (tangible and intangible) acquired in business combinations. Indefinite-lived intangible assets consist of trade names
associated with acquired businesses. Other long-lived assets consist primarily of property and equipment, capitalized
software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives.
Goodwill and indefinite-lived intangible assets are not amortized, but are subject to impairment testing at least annually.
Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded as assets, post-
acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company
performs an impairment test of goodwill, indefinite-lived intangible assets, and other long-lived assets at least annually on
October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate
potential impairment of goodwill, indefinite-lived intangible assets, or other long-lived assets. When factors indicate that
such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company
performs an impairment test. The Company believes its goodwill, indefinite-lived intangible assets, and other long-lived
assets were appropriately valued and not impaired at December 31, 2014.
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Goodwill impairment testing is a two-step process performed on a reporting unit basis. For goodwill impairment testing
purposes, in 2014 the Company separately identified the reporting units of the Americas segment as a) U.S. Contractor
Connection and b) the Americas excluding U.S. Contractor Connection. The value of goodwill for each reporting unit was
allocated based on the relative estimated fair values of these two reporting units determined by a discounted cash flow
analysis. Prior to 2014, U.S. Contractor Connection was tested within the Americas reporting unit. The other reporting units
tested were Broadspire, EMEA/AP, and Legal Settlement Administration. In step 1 of the testing process, the fair value of
each reporting unit is determined and compared with its book value. If the fair value of the reporting unit exceeds its book
value, goodwill is not deemed impaired. If the book value of the reporting unit exceeds its fair value, the testing proceeds to
step 2. In step 2, the reporting unit’s fair value is allocated to its assets and liabilities following acquisition accounting
procedures to determine the implied fair value of goodwill. This hypothetical acquisition accounting process is applied only
for the purpose of determining whether goodwill must be reduced; it is not used to adjust the book values of other assets or
liabilities. There is an impairment if (and to the extent) the book value of goodwill exceeds its implied fair value. An
impairment loss reduces the recorded goodwill and cannot subsequently be reversed.
For step 1 of goodwill impairment testing, the book value of each of the Company’s reporting units is compared with the
estimated fair value of the reporting unit as determined utilizing an income approach. The income approach is based on
projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk
of the cash flows. The Company believes that this approach is appropriate because it provides a fair value estimate based
upon the reporting unit’s expected long-term operating cash flow performance. The discount rates used reflect the Company’s
assessment of a market participant’s view of the risks associated with the projected cash flows. Other significant assumptions
include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working
capital requirements. While there are inherent uncertainties related to the assumptions used and to management’s application
of these assumptions or any other assumptions, the Company believes that the income approach provides a reasonable
estimate of the fair value of its reporting units.
For impairment testing of indefinite-lived intangible assets, the book value is compared with the fair value, which
represents the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the asset. The fair
values of the trade names are established using the relief-from-royalty method. This method recognizes that, by virtue of
owning the trade name as opposed to licensing it, a company or reporting unit is relieved from paying a royalty, usually
expressed as a percentage of sales, for the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an
appropriate discount rate indicates the value of the trade name. The Company determined the discount rate based on its
performance compared to similar market participants, factored by risk in forecasting using a modified capital asset pricing
model.
If changes to the Company’s reporting structure impact the composition of the Company’s reporting units, existing
goodwill is reallocated to the revised reporting units based on their relative estimated fair values as determined by a
discounted cash flow analysis. If all of the assets and liabilities of an acquired business are assigned to a specific reporting
unit, then the goodwill associated with that acquisition is assigned to that reporting unit at acquisition unless another
reporting unit is also expected to benefit from the acquisition.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. The Company depreciates the cost of property
and equipment, including assets recorded under capital leases, over the shorter of the remaining lease term or the estimated
useful lives of the related assets, primarily using the straight-line method. The estimated useful lives for property and
equipment classifications are as follows:
Classification
Furniture and fixtures
Data processing equipment
Automobiles and other
Buildings and improvements
Estimated Useful Lives
3-10 years
3-5 years
3-4 years
7-40 years
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Property and equipment, including assets under capital leases, consisted of the following at December 31, 2014 and
2013:
December 31,
Land
Buildings and improvements
Furniture and fixtures
Data processing equipment
Automobiles
Total property and equipment
Less accumulated depreciation
Net property and equipment
$
$
2014
2013
$
(In thousands)
371
26,014
49,774
65,505
1,609
143,273
(102,414)
40,859
$
582
31,038
50,883
71,070
1,753
155,326
(109,643)
45,683
Additions to property and equipment under capital leases, which are excluded from acquisitions of property and
equipment in the Company's Statements of Cash Flows, totaled $21,000, $340,000, and $2,422,000 for 2014, 2013, and 2012,
respectively.
Depreciation on property and equipment, including property under capital leases and amortization of leasehold
improvements, was $16,606,000, $15,446,000, and $15,429,000 for the years ended December 31, 2014, 2013, and 2012,
respectively.
Capitalized Software
Capitalized software reflects costs related to internally developed or purchased software used by the Company that has
expected future economic benefits. Certain internal and external costs incurred during the application development stage are
capitalized. Costs incurred during the preliminary project and post implementation stages, including training and maintenance
costs, are expensed as incurred. The majority of these capitalized software costs consist of internal payroll costs and external
payments for software purchases and related services. These capitalized software costs are amortized over periods ranging
from three to ten years, depending on the estimated life of each software application. Amortization expense for capitalized
software was $13,954,000, $11,330,000, and $10,226,000 for the years ended December 31, 2014, 2013, and 2012,
respectively.
Self-Insured Risks
The Company self-insures certain risks consisting primarily of professional liability, auto liability, and employee
medical, disability, and workers’ compensation liability. Insurance coverage is obtained for catastrophic property and casualty
exposures, including professional liability on a claims-made basis, and those risks required to be insured by law or contract.
Most of these self-insured risks are in the U.S. Provisions for claims under the self-insured programs are made based on the
Company’s estimates of the aggregate liabilities for claims incurred, losses that have occurred but have not been reported to
the Company, and for adverse developments on reported losses. The estimated liabilities are calculated based on historical
claims experience, the expected lives of the claims, and other factors considered relevant by management. Changes in these
estimates may occur as additional information becomes available. The estimated liabilities for claims incurred under the
Company’s self-insured workers’ compensation and employee disability programs are discounted at the prevailing risk-free
interest rate for U.S. government securities of an appropriate duration. All other self-insured liabilities are undiscounted. At
December 31, 2014 and 2013, accrued liabilities for self-insured risks totaled $24,532,000 and $25,630,000, respectively,
including current liabilities of $14,491,000 and $13,100,000, respectively.
Income Taxes
The Company accounts for certain income and expense items differently for financial reporting and income tax purposes.
Provisions for deferred taxes are made in recognition of these temporary differences. The most significant differences relate
to revenue recognition, accrued compensation, pension plans, self-insurance, and depreciation and amortization.
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For financial reporting purposes, the provision for income taxes is the sum of income taxes both currently payable and
payable on a deferred basis. Currently payable income taxes represent the liability related to the income tax returns for the
current year, while the net deferred tax expense or benefit represents the change in the balance of deferred income tax assets
or liabilities as reported on the Company’s Consolidated Balance Sheets that are not related to balances in "Accumulated
other comprehensive loss." The changes in deferred income tax assets and liabilities are determined based upon changes in
the differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities
for income tax purposes, measured by the enacted statutory tax rates in effect for the year in which the Company estimates
these differences will reverse. The Company must estimate the timing of the reversal of temporary differences, as well as
whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets. A valuation
allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be
realized.
Other factors which influence the effective tax rate used for financial reporting purposes include changes in enacted
statutory tax rates, changes in the composition of taxable income from the jurisdictions in which the Company operates, the
ability of the Company to utilize net operating loss and tax credit carryforwards, and the Company’s accounting for any
uncertain tax positions. See Note 7, “Income Taxes.”
Sales and Other Taxes
In certain jurisdictions, both in the U.S. and internationally, various governments and taxing authorities require the
Company to assess and collect sales and other taxes, such as value added taxes, on certain services that the Company renders
and bills to its customers. The majority of the Company’s revenues are not currently subject to these types of taxes. These
taxes are not recorded as additional revenues or expenses in the Company's Statements of Income, but are recorded on the
balance sheet as pass-through amounts until remitted.
Foreign Currency
Foreign currency transactions for the years ended December 31, 2014, 2013, and 2012 resulted in net losses of $274,000,
$1,084,000, and $268,000 respectively.
For operations outside the U.S. that prepare financial statements in currencies other than the U.S. dollar, results of
operations and cash flows are translated into U.S. dollars at average exchange rates during the period, and assets and
liabilities are translated at end-of-period exchange rates. The resulting translation adjustments, on a net basis, are included in
comprehensive (loss) income in the Company’s Consolidated Statements of Comprehensive (Loss) Income, and the
accumulated translation adjustment is reported as a component of "Accumulated other comprehensive loss" in the Company’s
Consolidated Balance Sheets.
Advertising Costs
Advertising costs are expensed in the period in which the costs are incurred. Advertising expenses were $2,981,000,
$2,793,000, and $3,317,000, respectively, for the years ended December 31, 2014, 2013, and 2012.
Pending Adoption of Recently Issued Accounting Standards
Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2014-15, "Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern." Under ASU 2014-15,
management of public companies will be required to assess an entity's ability to continue as a going concern, and to provide
related footnote disclosures in certain circumstances. The standard will be effective for the Company on January 1, 2017.
Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously
been issued. The Company does not expect this ASU will have an impact on its financial statements or disclosures upon
adoption.
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Revenue from Contracts with Customers
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under ASU 2014-09,
companies will be required to recognize revenue to depict the transfer of goods or services to customers in amounts that
reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or
services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were
not previously addressed comprehensively (for example, service revenue and contract modifications) and modify guidance
for multiple-element arrangements. The revenue standard has been introduced into the FASB’s Accounting Standards
Codification as Topic 606 and replaced the previous guidance on revenue recognition in Topic 605. ASU 2014-09 will be
effective for the Company on January 1, 2017, with transition to the new standard following either a full retrospective
approach or a modified retrospective approach (i.e., an approach that would allow the standard to be applied by recording a
cumulative effect of the standard in the current period, with no restatement of the comparative periods, but with additional
disclosures required). Early adoption is not permitted. The Company is currently evaluating the effect this standard may have
on its results of operations, financial condition and cash flows.
2.
Acquisitions and Dispositions of Businesses
On July 15, 2014, the Company acquired 100% of the capital stock of Buckley Scott Holdings Limited ("Buckley
Scott"), a U.K.-based international construction and engineering adjusting firm, for $3,812,000. Net assets purchased totaled
$1,532,000, including $488,000 cash acquired. A deferred tax liability of $473,000 was recognized on the acquired intangible
assets. The agreement contains an earnout provision based on Buckley Scott achieving certain financial results during the
two-year period following the completion of the acquisition, with a current estimated fair value of $1,153,000. The difference
between the purchase price and the allocation of that price to the net assets acquired represents customer relationship
intangibles of $2,195,000 with an estimated 15-year useful life, trade name intangibles of $169,000 with an estimated two-
year useful life, and $1,542,000 of goodwill with an estimated indefinite life, representing the estimated value of the
assembled workforce and expected synergies with existing businesses. The acquisition is expected to enable the Company to
significantly expand its construction and engineering business in the U.K. and internationally. The results for Buckley Scott
have been included in the EMEA/AP segment since the acquisition date and were not material to the operations of the
Company for the year ended December 31, 2014.
In March 2013, the Company acquired 51% of the capital stock of LWI, a specialist loss consulting company based in
London which offers onshore and offshore energy expertise. This acquisition increases Crawford's ability to handle offshore
claims and reiterates the Company's focus on offering market leading expertise in specialist and technical services. Crawford
has begun to leverage this acquisition to further grow its market share in the Oil and Energy sector, expanding LWI's
capabilities in this highly complex market.
The Company has the right to purchase the 49% noncontrolling interest of LWI for a period of six months beginning in
June 2018 for a price to be determined using a seven times multiple of LWI's average earnings before interest, taxes, depreciation
and amortization for the 36 months preceding the date the right is exercised. The Company also has the right of first refusal
within 30 days to match any offer to acquire the 49% noncontrolling interest.
The Company sold its 74.9% ownership interest in Crawford South Africa in February 2014 to the noncontrolling
interest holder at net book value. Net assets sold were $2,542,000, including cash of $1,554,000. The purchase price was
financed with a loan receivable due in two years. The Company had previously recognized a loss on the disposal of this entity
of $474,000 in the fourth quarter of 2013. The results of Crawford South Africa were not material to the Company. The
Company has an obligation to refer any work it receives within South Africa to the buyer and is entitled to a royalty equal to
2% of the buyer's future revenues in exchange for the continued use of the Crawford name, until either party gives 12 months
notice to terminate the ongoing relationship. The buyer is not a related party of the Company, and the future royalties are not
expected to be material to the Company.
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3.
Goodwill and Intangible Assets
Goodwill
The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2014 and
2013:
Americas
Broadspire
Legal
Settlement
Administration
(In thousands)
EMEA/AP
Total
Balance at December 31, 2012:
Goodwill
$
43,792
$
Accumulated Impairment Losses
Net Goodwill
2013 Activity:
Goodwill of acquired businesses
Impairment of goodwill of business held
for sale
Foreign currency effects
Balance at December 31, 2013:
Goodwill
Accumulated Impairment Losses
Net Goodwill
2014 Activity:
Goodwill of acquired business
Impairment of goodwill of disposed
business
Other activity
Foreign currency effects
Balance at December 31, 2014:
Goodwill
Accumulated Impairment Losses
Net Goodwill
$
—
43,792
—
—
(1,606)
42,186
—
42,186
—
—
—
(1,978)
40,208
—
40,208
151,133
(151,133)
—
$
19,599
$
68,604
$
—
19,599
—
68,604
283,128
(151,133)
131,995
—
—
—
—
—
—
151,133
(151,133)
—
19,599
—
19,599
—
—
—
—
—
—
—
—
4,454
4,454
(556)
(1,510)
71,548
(556)
70,992
(556)
(3,116)
284,466
(151,689)
132,777
1,542
1,542
(11)
1,149
(1,594)
(11)
1,149
(3,572)
151,133
(151,133)
$
— $
19,599
—
19,599
$
72,645
(567)
72,078
$
283,585
(151,700)
131,885
The 2014 "Other activity"relates to adjustments for deferred taxes acquired in connection with a prior period business
combination.
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Intangible Assets
The following is a summary of finite-lived intangible assets acquired through business acquisitions as of December 31,
2014 and 2013:
December 31, 2014:
Customer relationships
Technology-based
Trade name
Total
December 31, 2013:
Customer relationships
Technology-based
Trade name
Total
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
(In thousands, except years)
$
$
$
$
93,468
$
5,913
343
99,724
92,775
5,913
200
$
$
98,888
$
(50,030) $
(4,794)
(202)
(55,026) $
(43,791) $
(4,051)
(150)
(47,992) $
43,438
1,119
141
44,698
48,984
1,862
50
50,896
Weighted-
Average
Amortization
Period
6.6 years
1.5 years
0.6 years
5.9 years
7.8 years
2.5 years
0.7 years
7.1 years
Amortization of finite-lived intangible assets was $7,084,000, $7,127,000, and $7,141,000 for the years ended
December 31, 2014, 2013, and 2012, respectively. For the years ended December 31, 2014, 2013, and 2012, amortization
expense for finite-lived customer relationships and trade name intangible assets in the amounts of $6,341,000, $6,385,000,
and $6,373,000, respectively, were excluded from segment operating earnings (see Note 13, “Segment and Geographic
Information”). The amortization expense for the technology-based intangible assets is included in segment operating
earnings. Intangible assets subject to amortization are amortized on a straight-line basis over lives ranging from 3 to 15 years.
At December 31, 2014, annual estimated aggregate amortization expense for intangible assets subject to amortization
was as follows:
Year Ending December 31,
2015
2016
2017
2018
2019
Annual
Amortization
Expense
(In thousands)
7,113
$
6,699
6,172
6,172
6,172
The following is a summary of indefinite-lived intangible assets at December 31, 2014 and 2013:
December 31, 2014:
Trade names
December 31, 2013:
Trade names
Gross Carrying
Amount
Accumulated
Impairments
Net Carrying
Value
(In thousands)
$
$
31,797
31,807
$
$
(600) $
31,197
(600) $
31,207
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4.
Short-Term and Long-Term Debt, Including Capital Leases
Long-term debt consisted of the following at December 31, 2014 and 2013:
December 31,
Credit Facility
Capital lease obligations
Total long-term debt and capital leases
Less: portion of Credit Facility classified as short-term
Less: current installments
2014
2013
(In thousands)
$
155,002
$
135,000
1,809
156,811
(2,002)
(763)
154,046
$
2,645
137,645
(35,000)
(875)
101,770
Total long-term debt and capital leases, less current installments
$
The Company, its subsidiaries Crawford & Company Risk Services Investments Limited (the “UK Borrower”),
Crawford & Company (Canada) Inc. (the “Canadian Borrower”) and Crawford & Company (Australia) Pty. Ltd. (the
“Australian Borrower”), (the Company, together with such subsidiaries, as borrowers (the “Borrowers”)), the Company’s
guarantor subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender (“Wells
Fargo”), and the other lenders party thereto (together with Wells Fargo, the “Lenders”), are party to a Credit Agreement,
dated as of December 8, 2011 (as amended, the “Credit Facility”). On November 28, 2014, the Credit Facility was amended
to provide the Company the ability to complete its previously announced acquisition of GAB Robins Holdings UK Limited
("GAB Robins"), which was completed on December 1, 2014, and to make certain other technical amendments. See Note 17,
"Subsequent Events," for further discussion of the GAB Robins acquisition.
The obligations of the Borrowers under the Credit Facility are guaranteed by each existing domestic subsidiary of the
Company and certain existing material foreign subsidiaries of the Company that are disregarded entities for U.S. income tax
purposes (each a "Disregarded Foreign Entity"). Such obligations are required to be guaranteed by each subsequently
acquired or formed material domestic subsidiary and Disregarded Foreign Entity (each, a "Guarantor"), and the obligations of
the Foreign Borrowers are also guaranteed by the Company. In addition, the Borrowers' obligations under the Credit Facility
are secured by a first priority lien on substantially all of the personal property of the Company and the Guarantors, including,
without limitation, intellectual property, 100% of the capital stock of the Company's and the Guarantors' present and future
domestic subsidiaries and 65% of the voting stock and 100% of the non-voting stock issued by any present and future first-
tier material foreign subsidiary of the Company or any Guarantor. In addition, the obligations of the Foreign Borrowers are
secured by a first priority lien on 100% of the capital stock of the Foreign Borrowers.
The Credit Facility consists of a $400.0 million revolving credit facility, with a letter of credit subfacility of $100.0
million. The Credit Facility contains sublimits of $185.0 million for borrowings by the UK Borrower, $40.0 million for
borrowings by the Canadian Borrower, and $15.0 million for borrowings by the Australian Borrower. The Credit Facility
matures, and all amounts outstanding thereunder will be due and payable, on November 25, 2018.
Borrowings under the Credit Facility may be made in U.S. dollars, Euros, the currencies of Canada, Japan, Australia or
United Kingdom and, subject to the terms of the Credit Facility, other currencies. Borrowings under the Credit Facility bear
interest, at the option of the applicable Borrower, based on the Base Rate (as defined below) or the London Interbank Offered
Rate ("LIBOR"), in each case plus an applicable interest margin based on the Company's leverage ratio (as defined below),
provided that borrowings in foreign currencies may bear interest based on LIBOR only. The interest margin for LIBOR loans
ranges from 1.50% to 2.25% and for Base Rate loans ranges from 0.50% to 1.25%. Base Rate is defined as the highest of (i)
the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the prime commercial
lending rate of the Administrative Agent and (iii) LIBOR for a one month interest period plus 1.0%.
At December 31, 2014 and 2013, a total of $155,002,000 and $135,000,000, respectively, was outstanding under the
Credit Facility. In addition, undrawn commitments under letters of credit totaling $17,511,000 and $17,837,000 were
outstanding at December 31, 2014 and 2013, respectively, under the letters of credit subfacility of the Credit Facility. These
letter of credit commitments were for the Company’s own obligations. Including the amounts committed under the letters of
credit subfacility, the available borrowing capacity under the Credit Facility totaled $149,134,000 and $247,163,000 at
December 31, 2014 and 2013, respectively. The 2014 available balance takes into consideration the $78,355,000 in debt
incurred by the UK borrower discussed in Note 17, "Subsequent Events," which is not on the Company's balance sheet at
December 31, 2014.
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The representations, covenants and events of default in the Credit Facility are customary for financing transactions of
this nature, including required compliance with a minimum fixed charge coverage ratio and a maximum leverage ratio (each
as defined below).
Under the Credit Facility, the fixed charge coverage ratio, defined as the ratio of (i)(A) consolidated earnings before
interest expense, income taxes, depreciation, amortization, stock-based compensation expense, and certain other charges and
expenses (“EBITDA”) minus (B) aggregate income taxes to the extent paid in cash minus (C) unfinanced capital
expenditures to (ii) the sum of: (A) consolidated interest expense to the extent paid (or required to be paid) in cash, plus
(B) the aggregate of all scheduled payments of principal on funded debt (including the principal component of payments
made in respect of capital lease obligations) required to have been made (whether or not such payments are actually made),
plus (C) the aggregate of all restricted payments (as defined) paid, plus (D) the aggregate of all earnouts paid or required to
be paid, must not be less than 1.50 to 1.00 for the four-quarter period ending at the end of each fiscal quarter.
Under the Credit Facility, the leverage ratio, as of the last day of any fiscal quarter, defined as the ratio of (i) consolidated
total funded debt minus unrestricted cash to (ii) consolidated EBITDA, must not be greater than 3.25 to 1.00.
At December 31, 2014, the Company was in compliance with the financial covenants under the Credit Facility. If the
Company does not meet the covenant requirements in the future, it would be in default under the Credit Facility. Upon the
occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of
their rights under the Credit Facility and ancillary loan documents.
Short-term borrowings under the Credit Facility totaled $2,002,000 and $35,000,000 at December 31, 2014 and 2013,
respectively. The Company expects, but is not required, to repay all of such short-term borrowings at December 31, 2014 in
2015.
The Company’s capital leases are primarily comprised of equipment leases with terms ranging from 24 to 60 months.
Interest expense, including any impact from the Company’s cross currency basis swap and amortization of capitalized
loan costs, on the Company’s short-term and long-term borrowings was $6,812,000, $7,191,000, and $9,574,000 for the years
ended December 31, 2014, 2013, and 2012, respectively. Interest paid on the Company’s short-term and long-term
borrowings was $5,880,000, $6,379,000, and $8,728,000 for the years ended December 31, 2014, 2013, and 2012,
respectively.
Principal repayments of long-term debt, including current portions and capital leases, as of December 31, 2014 are
expected to be as follows:
Year Ending December 31,
2015
2016
2017
2018
2019
Total
Long-term
Debt
$
2,002
—
—
153,000
—
Capital
Lease
Obligations
(In thousands)
763
$
692
317
$
37
—
Total
2,765
692
317
153,037
—
$ 155,002
$
1,809
$ 156,811
Amounts in the table above exclude the impact of the additional $78,355,000 in U.K. debt discussed in Note 17,
"Subsequent Events," which is not on the Company's Consolidated Balance Sheet at December 31, 2014. Such amounts will
be due upon maturity of the Credit Facility in 2018.
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5.
Derivative Instruments
In February 2011, the Company entered into a U.S. dollar and Canadian dollar ("CAD") cross currency basis swap with
an initial notional amount of CAD34,749,000 as an economic hedge to an intercompany note payable to the U.S. parent by a
Canadian subsidiary. The cross currency basis swap requires the Canadian subsidiary to deliver quarterly payments of
CAD589,000 to the counterparty and entitles the U.S. parent to receive quarterly payments of U.S. $593,000. The Canadian
subsidiary also makes interest payments to the counterparty based on 3-month Canada Bankers Acceptances plus a spread,
and the U.S. parent receives payments based on U.S. 3-month LIBOR. The cross currency basis swap expires on September
30, 2025. The Company has elected to not designate this swap as a hedge of the intercompany note from the Canadian
subsidiary. Accordingly, changes in the fair value of this swap, as well as changes in the value of the intercompany note, are
recorded as gains or losses in "Selling, general and administrative expenses" in the Company’s Consolidated Statements of
Income over the term of the swap and are expected to substantially offset one another. The changes in the fair value of the
cross currency basis swap will not exactly offset changes in the value of the intercompany note, as the fair value of this swap
is determined based on forward rates while the value of the intercompany note is determined based on end of period spot
rates. The net gains and losses for the years ended December 31, 2014, 2013, and 2012 were not material. The Company
believes there have been no material changes in the creditworthiness of the counterparty to this cross currency basis swap
agreement and believes the risk of nonperformance by such party is minimal.
This swap agreement contains a provision providing that if the Company is in default under its Credit Facility , the
Company may also be deemed to be in default under the swap agreement. If there were such a default, the Company could be
required to contemporaneously settle some or all of the obligation under the swap agreement at values determined at the time
of default. At December 31, 2014, no such default existed, and the Company had no assets posted as collateral under the
swap agreement.
6.
Commitments Under Operating Leases
The Company and its subsidiaries lease certain office space, computer equipment, and automobiles under operating
leases. For office leases that contain scheduled rent increases or rent concessions, the Company recognizes monthly rent
expense based on a calculated average monthly rent amount that considers the rent increases and rent concessions over the
life of the lease term. Leasehold improvements of a capital nature that are made to leased office space under operating leases
are amortized over the shorter of the term of the lease or the estimated useful life of the improvement. License and
maintenance costs related to leased vehicles are paid by the Company and are expensed as incurred.
Rental expenses, net of amortization of any incentives provided by lessors, for operating leases consisted of the following:
Year Ended December 31,
Office space
Automobiles
Computers and equipment
Total operating leases
2014
43,277
7,615
378
51,270
2013
(In thousands)
43,715
$
7,711
344
51,770
$
$
$
2012
44,437
8,110
289
52,836
$
$
At December 31, 2014, future minimum payments under non-cancelable operating leases with terms of more than 12
months were as follows:
Year Ending December 31,
2015
2016
2017
2018
2019
2020 and Thereafter
Where applicable, the amounts above include sales taxes.
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(In thousands)
41,785
$
35,962
25,998
18,379
16,019
26,381
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Significant Operating Leases and Subleases
In November 2014, the Company entered into an amendment and extension of an existing lease, resulting in a 7 years, 5
months operating lease agreement for approximately 50,000 square feet of office space in Jacksonville, FL, for its U.S.
Contractor Connection service line in its Americas segment. The lease on the expanded premises began January 1, 2015.
Total lease payments over the term are approximately $5,328,000. Additionally, the Company is responsible for certain
related real estate taxes and operating expenses, which are excluded from the table above.
In January 2013, the Company entered into a 10-year operating lease for approximately 24,000 square feet of office
space in Berkeley Heights, NJ, primarily for its Broadspire segment. The lease began July 1, 2013. Total lease payments over
the 10-year term are approximately $6,042,000. Additionally, the Company is responsible for certain related real estate taxes
and operating expenses, which are excluded from the table above.
Effective May 1, 2012, the Company entered into a 10-year operating lease for the lease of approximately 45,000 square
feet of office space in Seattle, Washington for its Legal Settlement Administration segment. Included in the future minimum
lease payments noted above are total lease payments of $9,780,000 related to this lease. Additionally, the Company is
responsible for certain related real estate taxes and operating expenses, which are excluded from the table above.
On March 16, 2010, the Company entered into an 11-year operating lease for the lease of approximately 44,000 square
feet of office space in Lake Success, New York, for use as its Legal Settlement Administration segment's corporate
headquarters. The lease commenced on January 1, 2011 and was amended in January 2011 and again in January 2012 to
include a total of approximately 67,000 square feet. Included in the future minimum lease payments noted above are total
lease payments of $13,110,000 related to the amended lease. Additionally, the Company is responsible for certain related real
estate taxes and operating expenses, which are excluded from the table above.
Effective February 9, 2010, the Company entered into a 10-year operating lease for approximately 64,000 square feet of
office space in Sunrise, Florida, primarily for its Broadspire segment as a replacement for the subleased space in Plantation,
Florida described below. Included in the future minimum lease payments noted above are total lease payments of $7,010,000
related to this lease. Additionally, the Company is responsible for certain related real estate taxes and other expenses, which
are excluded from the table above.
Effective August 1, 2006, the Company entered into an 11-year operating lease for approximately 160,000 square feet of
office space in Atlanta, Georgia for use as the Company’s corporate headquarters. Included in the future minimum lease
payments noted above are total lease payments of $12,277,000 related to this lease. Additionally, the Company is responsible
for certain related property operating expenses, which are excluded from the table above.
Included in the acquired commitments of Broadspire Management Services, Inc. was a long-term operating lease for a
two-building office complex in Plantation, Florida. The term of this lease ends in December 2021. Included in the future
minimum office lease payments for operating leases noted above are total lease payments of $30,860,000 related to this
Plantation, Florida lease. A majority of this office space was subleased at December 31, 2014. Under executed sublease
arrangements at December 31, 2014, the sublessors are obligated to pay the Company minimum sublease payments as
follows:
Year Ending December 31,
2015
2016
2017
2018
2019
2020-2021
Total minimum sublease payments to be received
(In thousands)
3,080
3,460
3,532
3,608
3,684
7,602
24,966
$
$
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One of the sublease agreements is for three of the four floors of one of the leased buildings in Plantation, Florida; this
lease expires in December 2021. The other sublease is for an entire building and expires in December 2021. This lease
includes surrender options for the fourth floor between December 31, 2015 and June 30, 2017, and for the third floor as of
June 30, 2017, each with twelve months prior notice. The Company recognized pretax losses of $4,285,000 in 2012 on these
subleases, which are included in "Special charges and credits" in the Company's Consolidated Statements of Income for the
year ended December 31, 2012. Should the sublessor elect to surrender one or both floors and the Company is unable to
secure another sublessor, it may be required to recognize additional losses on this lease.
7.
Income Taxes
Income before income taxes consisted of the following:
Year Ended December 31,
U.S.
Foreign
Income before income taxes
The provision for income taxes consisted of the following:
Year Ended December 31,
Current:
U.S. federal and state
Foreign
Deferred:
U.S. federal and state
Foreign
Provision for income taxes
2014
40,840
19,048
59,888
2013
(In thousands)
50,234
$
30,868
81,102
$
2014
2013
(In thousands)
4,867
8,724
13,645
1,544
28,780
$
$
3,680
10,461
14,004
1,621
29,766
2012
48,514
34,926
83,440
2012
1,375
12,956
19,831
(476)
33,686
$
$
$
$
$
$
$
$
Net cash payments for income taxes were $13,017,000, $21,030,000, and $14,378,000 in 2014, 2013, and 2012,
respectively.
The provision for income taxes is reconciled to the federal statutory income tax rate of 35% as follows:
Year Ended December 31,
2014
Federal income taxes at statutory rate
State income taxes, net of federal benefit
Foreign taxes
Change in valuation allowance
Research and development credits
Foreign tax credits
Nondeductible meals and entertainment
Tax rate changes
Other
Provision for income taxes
$
$
20,961
1,975
1,544
3,023
(266)
(1,043)
1,662
1,002
(78)
28,780
2013
(In thousands)
28,385
$
988
(778)
2,479
(1,909)
(3,542)
1,102
1,749
1,292
29,766
$
$
$
2012
29,204
1,273
(1,640)
3,095
49
(1,524)
807
927
1,495
33,686
The tax rate change in 2014 was primarily due to state tax rate changes. The fiscal year 2013 tax rate change was
primarily due to the U.K. Finance Bill 2013 that was enacted in 2013. This bill included a change in the main U.K.
corporation tax rate from 23% to 21% effective April 1, 2014 and to 20% effective April 1, 2015. This tax rate change
resulted in a discrete tax expense of approximately $1,300,000 in 2013 as the value of the U.K. deferred tax assets declined
with the decrease in the tax rate.
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The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of
foreign subsidiaries because they are considered to be indefinitely reinvested. The Company’s intent is for such earnings to be
reinvested by the subsidiaries or to be repatriated only when it would be tax effective through the utilization of foreign tax
credits. An exception to this general policy could occur if a very unusual event or project generated profits significantly in
excess of ongoing business reinvestment needs. If such an event occurs, the Company would analyze its anticipated
investment needs in that region and provide for U.S. taxes for earnings that are not expected to be permanently reinvested.
Such an event occurred in 2013 and 2012, and the Company provided for additional U.S. and foreign income taxes on such
profits. All historical earnings and future foreign earnings needed for business reinvestment needs will remain permanently
reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations,
repay non-U.S. debt, fund capital improvements, and fund future acquisitions. At December 31, 2014, undistributed earnings
totaled $173,800,000. Determination of the deferred income tax liability on these undistributed earnings is not practicable
since such liability, if any, is dependent on circumstances existing when remittance occurs.
Deferred income taxes consisted of the following at December 31, 2014 and 2013:
2014
2013
(In thousands)
$
10,497
$
Accrued compensation
Accrued pension liabilities
Self-insured risks
Deferred revenues
Accrued rent
Interest
Tax credit carryforwards
Loss carryforwards
Other
Gross deferred income tax assets
Accounts receivable allowance
Unbilled revenues
Depreciation and amortization
Other post-retirement benefits
Unrepatriated earnings
47,740
10,025
10,562
2,148
6,036
44,837
20,094
2,223
154,162
10,724
14,813
60,553
343
—
86,433
67,729
(15,231)
52,498
$
565
$
(14,523)
66,927
(471)
52,498
$
13,463
34,109
10,280
10,785
2,553
4,832
54,470
19,447
3,816
153,755
9,899
18,738
62,552
561
3,297
95,047
58,708
(12,518)
46,190
471
(15,063)
61,375
(593)
46,190
Gross deferred income tax liabilities
Net deferred income tax assets before valuation allowance
Valuation allowance
Net deferred income tax assets
Amounts recognized in the Consolidated Balance Sheets consist of :
Current deferred income tax assets included in "Prepaid expenses and other current
assets"
Current deferred income tax liabilities included in "Deferred income taxes"
Long-term deferred income tax assets included in "Deferred income tax assets"
Long-term deferred income tax liabilities included in "Other noncurrent liabilities"
Net deferred income tax assets
$
$
$
At December 31, 2014, the Company had deferred tax assets related to loss carryforwards of $21,038,000, before netting
of unrecognized tax benefits of $944,000. An estimated $10,017,000 of the deferred tax assets will not expire, and
$11,021,000 will expire over the next 20 years if not utilized by the Company.
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Changes in our deferred tax valuation allowance are recorded as adjustments to the provision for income taxes. An
analysis of our deferred tax asset valuation allowances is as follows for the years ended December 31, 2014, 2013, and 2012.
Balance, beginning of year
Increase in valuation allowance for state credits
Other changes
Balance, end of year
2014
12,518
—
2,713
15,231
2013
(In thousands)
7,927
$
2,277
2,314
12,518
$
$
$
$
$
2012
4,459
—
3,468
7,927
Changes to the valuation allowance for the years ended December 31, 2014, 2013, and 2012 were primarily due to losses
in certain of our international operations as well as state tax credits.
A reconciliation of the beginning and ending balance of unrecognized income tax benefits follows:
Balance at December 31, 2011
Additions for tax provisions related to the current year
Lapses of applicable statutes of limitation
Balance at December 31, 2012
Additions for tax positions related to the current year
Additions for tax positions related to prior years
Lapses of applicable statutes of limitation
Balance at December 31, 2013
Reductions for tax positions related to the current year
Additions for tax positions related to prior years
Lapses of applicable statutes of limitation
Balance at December 31, 2014
(In thousands)
1,806
330
(382)
1,754
4,826
2,036
(692)
7,924
(1,664)
49
(412)
5,897
$
$
The Company accrues interest and, if applicable, penalties related to unrecognized tax benefits in income taxes. Total
accrued interest expense at December 31, 2014, 2013, and 2012, was $104,000, $134,000, and $619,000, respectively.
Included in the total unrecognized tax benefits at December 31, 2014, 2013, and 2012 were $2,475,000, $2,693,000, and
$1,401,000, respectively, of tax benefits that, if recognized, would affect the effective income tax rate.
The Company conducts business in a number of countries and, as a result, files U.S. federal and various state and foreign
jurisdiction income tax returns. In the normal course of business, the Company is subject to examination by various taxing
jurisdictions throughout the world, including Canada, the U.K., and the U.S. With few exceptions, the Company is no longer
subject to income tax examinations for years before 2004.
Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, including
interest and penalties, have been provided for any adjustments that are expected to result from those years.
The Company expects no significant reductions to unrecognized income tax benefits within the next 12 months as a
result of projected resolutions of income tax uncertainties.
8.
Retirement Plans
The Company and its subsidiaries sponsor various retirement plans. Substantially all employees in the U.S. and certain
employees outside the U.S. are covered under the Company’s defined contribution plans. Certain employees, retirees, and
eligible dependents are also covered under the Company’s defined benefit pension plans.
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Employer contributions under the Company’s defined contribution plans are determined annually based on employee
contributions, a percentage of each covered employee’s compensation, and years of service. The Company’s cost for defined
contribution plans totaled $24,249,000, $21,507,000, and $23,749,000 in 2014, 2013, and 2012, respectively.
The Company sponsors a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan") and three defined
benefit pension plans in the U.K. (the "U.K. Plans"). Effective December 31, 2002, the Company elected to freeze its
U.S. Qualified Plan. Benefits payable under the Company’s U.S. Qualified Plan are generally based on career compensation;
however, no additional benefits have accrued on this plan since December 31, 2002. The Company’s U.K. Plans were closed to
new participants as of October 31, 1997, but existing participants may still accrue additional limited benefits based on salary
amounts in effect at the time the relevant plan was closed. Benefits payable under the U.K. Plans are generally based on an
employee’s final salary at the time the plan was closed. Benefits paid under the U.K. Plans are also subject to adjustments for
the effects of inflation. The actuarial present value of the projected benefit payments under the U.K. Plans are based on the
employees' expected dates of separation by retirement.
The Highway Transportation Funding Act of 2014 ("HAFTA") included pension funding reform which greatly reduced the
contributions required to the U.S. Plan, and no contributions are required in fiscal 2015. Required contributions are anticipated
in future years as the impact of the HATFA funding reform is phased out. As such, Crawford plans to contribute $9,000,000 per
annum to the U.S. Plan for the next four fiscal years to improve the funded status of the plan and minimize future required
contributions.The Company expects to make contributions of approximately $9,000,000 to its U.S. Qualified Plan and
$6,750,000 to its U.K. Plans in 2015.
Certain other employees located in the Netherlands, Norway, Germany, and the Philippines (referred to herein as the “other
international plans”) have retirement benefits that are accounted for as defined benefit pension plans under U.S. GAAP.
External trusts are maintained to hold assets of the Company’s U.S. Qualified Plan, U.K. Plans, and other international
plans. The Company’s funding policy is to make cash contributions in amounts at least sufficient to meet regulatory funding
requirements and, in certain instances, to make contributions in excess thereof if such contributions would otherwise be in
accordance with the Company's capital allocation plans. Assets of the plans are measured at fair value at the end of each
reporting period, but the plan assets are not recorded on the Company’s Consolidated Balance Sheets. Instead, the funded or
unfunded status of the Company’s U.S. Qualified Plan, U.K. Plans, and other international plans are recorded in "Accrued
pension liabilities" on the Company’s Consolidated Balance Sheets based on the projected benefit obligations less the fair
values of the plans’ assets.
The majority of the Company's defined benefit pension plans have projected benefit obligations in excess of the fair value
of plan assets. For these plans (excluding the nonqualified plans discussed separately below), the projected benefit obligations
and the fair value of plan assets were as follows as of December 31, 2014 and 2013:
December 31,
Projected benefit obligations
Fair value of plans' assets
2014
2013
(In thousands)
$ 806,269
659,875
$ 773,551
667,046
Certain of the Company's U.K. Plans have fair values of plan assets that exceed the projected benefit obligations. For these
plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2014 and 2013:
December 31,
Projected benefit obligations
Fair value of plans' assets
2014
2013
(In thousands)
$
62,478
$
13,502
65,895
14,574
A fixed number of U.S. employees, retirees, and eligible dependents are covered under a frozen post-retirement medical
benefits plan. The liabilities for this plan are included in the Company's self-insured risks liabilities, and contributions from
employees generally equal payments for their medical costs. This plan was frozen effective December 31, 2002.
In addition, the Company sponsors two frozen nonqualified, unfunded defined benefit pension plans for certain employees
and retirees, which are based on career compensation. These plans were frozen effective December 31, 2002. The liabilities of
these plans, which equal their projected benefit obligations, are included in "Other accrued liabilities" and "Other noncurrent
liabilities" based on these expected timing of funding these obligations, since they are funded as needed from Company assets.
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A reconciliation of the beginning and ending balances of the projected benefit obligations and the fair value of plans’ assets
for the Company’s defined benefit pension plans as of the plans’ most recent measurement dates is as follows:
Year Ended December 31,
Projected Benefit Obligations:
Beginning of measurement period
Service cost
Interest cost
Employee contributions
Actuarial loss (gain)
Benefits paid
Foreign currency effects
End of measurement period
Fair Value of Plans’ Assets:
Beginning of measurement period
Actual return on plans’ assets
Employer contributions
Employee contributions
Benefits paid
Foreign currency effects
End of measurement period
Unfunded Status
2014
2013
(In thousands)
$
787,053
$
813,312
2,667
35,269
478
103,497
(56,418)
(3,799)
868,747
681,620
79,761
23,585
478
(56,418)
(3,256)
725,770
(142,977) $
$
2,922
33,309
598
(24,772)
(38,877)
561
787,053
643,725
48,890
26,890
598
(38,877)
394
681,620
(105,433)
Due to the frozen status of the U.S. plans and the closed status of the U.K. plans, the accumulated benefit obligations and
the projected benefit obligations are not materially different.
The underfunded status of the Company’s defined benefit pension plans and post-retirement medical benefits plan
recognized in the Consolidated Balance Sheets at December 31 consisted of:
December 31,
U.S. Qualified Plan
U.K. Plans
Other international plans
Subtotal, included in "Accrued pension liabilities"
Prepaid pension asset included in "Other noncurrent assets"
Unfunded status of nonqualified defined benefit deferred pension plans included in "Other
accrued liabilities"
Unfunded status of nonqualified defined benefit pension plans included in "Other
noncurrent liabilities"
Total unfunded status
Accumulated other comprehensive loss, before income taxes
2014
2013
(In thousands)
$
126,857
8,059
7,427
142,343
(3,417)
77,483
15,317
10,160
102,960
(1,072)
325
324
3,726
142,977
$
(333,749) $
3,221
105,433
(276,497)
$
$
$
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The following tables set forth the 2014 and 2013 changes in accumulated other comprehensive loss for the Company’s
defined benefit retirement plans and post-retirement medical benefits plan on a combined basis.
Net unrecognized actuarial (loss) gain, December 31, 2012
Amortization of net loss (gain) during 2013
Net gain arising during 2013
Currency translation for 2013
Net unrecognized actuarial (loss) gain, December 31, 2013
Amortization of net loss (gain) during 2014
Net loss arising during 2014
Currency translation for 2014
Net unrecognized actuarial (loss) gain, December 31, 2014
Defined Benefit
Pension Plans
Post-Retirement
Medical Benefits
Plan
(In thousands)
$
$
(320,742) $
13,263
30,679
(1,162)
(277,962)
11,828
(69,273)
746
(334,661) $
1,674
(209)
—
—
1,465
(153)
(400)
—
912
Unrecognized losses reflect changes in the discount rates and differences between expected and actual asset returns, which
are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains.
However, unless the minimum amount required to be amortized is below a corridor amount equal to 10.0% of the greater of the
projected benefit obligation or the market-related value of plan assets, these unrecognized actuarial losses are required to be
amortized and recognized in future periods. Net unrecognized actuarial losses included in accumulated other comprehensive
loss and expected to be recognized in net periodic benefit costs during the year ending December 31, 2015 for the U.S. and
U.K. defined benefit pension plans are $12,913,000 ($8,613,000 net of tax).
Pension expense is affected by the accounting policy used to determine the value of plan assets at the measurement date.
The Company applies the expected return on plan assets using fair market value as of the annual measurement date. The fair
market value method results in greater volatility to pension expense than the calculated value method. The amounts recognized
in the Consolidated Balance Sheets reflect a snapshot of the state of the Company's long-term pension liabilities at the plan
measurement date and the effect of mark-to-market accounting on plan assets. Net periodic benefit cost related to all of the
Company’s defined benefit pension plans recognized in the Company’s Consolidated Statements of Income for the years ended
December 31, 2014, 2013, and 2012 included the following components:
Year Ended December 31,
Service cost
Interest cost
Expected return on assets
Amortization of actuarial loss
Net periodic benefit cost
2014
2013
2012
2,667
35,270
(45,481)
11,828
4,284
(In thousands)
2,922
$
33,309
(42,949)
13,263
6,545
$
$
$
$
$
2,220
35,137
(42,505)
9,832
4,684
Benefit cost for the U.S. defined benefit pension plans does not include service cost since the plan is frozen.
Over the next ten years, the following benefit payments are expected to be required to be made from the Company’s
U.S. and U.K. defined benefit pension plans:
Year Ending December 31,
2015
2016
2017
2018
2019
2020-2024
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77
Expected Benefit
Payments
(In thousands)
42,227
$
43,259
44,038
44,729
45,396
233,228
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The Company reviews its employee demographic assumptions annually and updates the assumptions as necessary. During
2014, the Company revised the mortality assumptions for the U.S. plans to incorporate the new set of mortality tables issued by
the Society of Actuaries, adjusted to reflect the Company's specific experience and future expectations. This resulted in an
increase in the projected benefit obligation of approximately $35,400,000 for the U.S. plans. Certain assumptions used in
computing the benefit obligations and net periodic benefit cost for the U.S. and U.K. defined benefit pension plans were as
follows:
U.S. Defined Benefit Plans:
Discount rate used to compute benefit obligations
Discount rate used to compute periodic benefit cost
Expected long-term rates of return on plans' assets
U.K. Defined Benefit Plans:
Discount rate used to compute benefit obligations
Discount rate used to compute periodic benefit cost
Expected long-term rates of return on plans’ assets
2014
2013
4.06%
4.86%
6.50%
4.86%
4.06%
6.75%
2014
2013
3.90%
4.30%
7.12%
4.30%
4.40%
7.06%
The discount rate assumptions reflect the rates at which the Company believes the benefit obligations could be effectively
settled. The discount rates were determined based on the yield for a portfolio of investment grade corporate bonds with
maturity dates matched to the estimated future payments of the plans’ benefit obligations. The expected long-term rates of
return on plan assets were based on the plans’ asset mix, historical returns on equity securities and fixed income investments,
and an assessment of expected future returns. The expected long-term rates of return on plan assets assumption used to
determine 2015 net periodic pension cost are estimated to be 6.50% and 7.12% for the U.S. and U.K. plans, respectively. If
actual long-term rates of return differ from those assumed or if the Company used materially different assumptions, actual
funding obligations could differ materially from these estimates. Due to the frozen status of the U.S. plan and closed status of
the U.K. plans, increases in compensation rates are not material to the computations of benefit obligations or net periodic
benefit cost.
Plans’ Assets
Asset allocations at the respective measurement dates, by asset category, for the Company’s U.S. and U.K. qualified defined
benefit pension plans were as follows:
December 31,
Equity securities
Fixed income investments
Alternative strategies
Cash, cash equivalents and short-term investment funds
Total asset allocation
U.S. Plan
U.K. Plans
2014
2013
2014
2013
33.4%
64.9%
0.2%
1.5%
100.0%
29.8%
67.6%
0.4%
2.2%
100.0%
24.1%
59.2%
16.0%
0.7%
100.0%
26.0%
55.3%
17.0%
1.7%
100.0%
Investment objectives for the Company’s U.S. and U.K. pension plan assets are to ensure availability of funds for payment
of plan benefits as they become due; provide for a reasonable amount of long-term growth of capital, without undue exposure
to volatility; protect the assets from erosion of purchasing power; and provide investment results that meet or exceed the plans'
actuarially assumed long-term rate of return.
Alternative strategies include funds that invest in derivative instruments such as futures, forward contracts, options and
swaps, and funds that invest in real estate. These investments are used to help manage risks.
The long-term goal for the U.S. and U.K. plans is to reach fully-funded status and to maintain that status. The investment
policies recognize that the plans’ asset return requirements and risk tolerances will change over time. Accordingly, reallocation
of the portfolios’ mix of return-seeking assets and liability-hedging assets will be performed as the plans’ funded status
improves.
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See Note 12, "Fair Value Measurements" for the fair value disclosures of the U.S. and U.K. qualified defined benefit
pension plan assets. The assets of the Company's other international plans are primarily insurance contracts, which are
measured at contract value and are not measured at fair value. Obligations of the U.S. nonqualified plans are paid from
Company assets.
9.
Common Stock and Earnings per Share
Shares of the Company's two classes of common stock are traded on the NYSE under the symbols CRDA and CRDB,
respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the
Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common
Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common
Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration
is approved by the holders of 75% of the Class A Common Stock, voting as a class. As described in Note 11, "Stock-Based
Compensation," certain shares of CRDA are issued with restrictions under incentive compensation plans.
Effective August 16, 2014, the the Company's then-existing repurchase authorization was replaced with a new
authorization pursuant to which the Company has been authorized to repurchase up to 2,000,000 shares of CRDA or CRDB
(or both) through July 2017 (the "2014 Repurchase Authorization"). Under the 2014 Repurchase Authorization, repurchases
may be made in open market or privately negotiated transactions at such times and for such prices as management deems
appropriate, subject to applicable contractual and regulatory restrictions.
During the year ended December 31, 2014, the Company reacquired 409,192 shares of CRDA at an average cost of
$8.28 under the 2014 Repurchase Authorization. No shares of CRDB were repurchased during the year ended December 31,
2014. At December 31, 2014, the Company has remaining authorization to repurchase 1,973,000 shares under the 2014
Repurchase Authorization.
Net Income Attributable to Shareholders of Crawford & Company per Common Share
The Company computes earnings per share of CRDA and CRDB using the two-class method, which allocates the
undistributed earnings for each period to each class on a proportionate basis. The Company's Board of Directors has the right,
but not the obligation, to declare higher dividends on the non-voting CRDA shares than on the voting CRDB shares, subject
to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when no dividends are declared or
paid to either class, the two-class method generally will yield the same earnings per share for CRDA and CRDB. During
2014, 2013 and 2012, the Board of Directors declared a higher dividend on CRDA than on CRDB.
The computations of basic net income attributable to shareholders of Crawford & Company per common share were as
follows:
Year Ended December 31,
2014
CRDA
2013
CRDB
CRDA
CRDA
(In thousands, except earnings per share)
CRDB
2012
CRDB
Earnings per share - basic:
Numerator:
Allocation of undistributed earnings
Dividends paid
Net income available to common shareholders, basic
Denominator:
Weighted-average common shares outstanding,
basic
Earnings per share - basic
$ 10,408 $ 8,499
4,444
12,943
7,273
17,681
$ 23,063 $ 19,075
3,456
22,531
5,384
28,447
$ 21,246 $ 17,762
3,950
21,712
5,930
27,176
30,237
$
0.58 $
24,690
0.52
29,853
$
0.95 $
24,690
0.91
29,536
$
0.92 $
24,693
0.88
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The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as
follows:
Year Ended December 31,
2014
CRDA
2013
CRDB
CRDA
CRDA
(In thousands, except earnings per share)
CRDB
2012
CRDB
Earnings per share - diluted:
Numerator:
Allocation of undistributed earnings
Dividends paid
Net income available to common shareholders, diluted
Denominator:
Weighted-average common shares outstanding,
basic
Weighted-average effect of dilutive securities
Weighted-average number of shares outstanding,
diluted
Earnings per share - diluted
$ 10,522 $ 8,385
4,444
12,829
7,273
17,795
$ 23,407 $ 18,731
3,456
22,187
5,384
28,791
$ 21,484 $ 17,524
3,950
21,474
5,930
27,414
30,237
746
24,690
—
29,853
1,002
24,690
—
30,983
$
0.57 $
24,690
0.52
30,855
$
0.93 $
24,690
0.90
29,536
736
30,272
$
0.91 $
24,693
—
24,693
0.87
Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for
CRDA because their inclusion would have been antidilutive:
Year Ended December 31,
Shares underlying stock options excluded due to the options'
respective exercise prices being greater than the average stock price
during the period
Performance stock grants excluded because performance conditions
had not been met (1)
2014
2013
(In thousands)
2012
—
1,568
1,212
1,290
1,154
1,169
(1)
Compensation cost is recognized for these performance stock grants based on expected achievement rates; however no
consideration is given for these performance stock grants when calculating earnings per share until the performance
measurements have actually been achieved. As of December 31, 2014, the Company does not expect these
performance measurements to be achieved by December 31, 2015.
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10.
Accumulated Other Comprehensive Loss
Comprehensive income (loss) for the Company consists of the total of net income, foreign currency translation
adjustments, and accrued pension and retiree medical liability adjustments. The changes in components of "Accumulated
other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company’s Consolidated
Balance Sheets were as follows:
Foreign
currency
translation
adjustments
Retirement
liabilities
AOCL attributable
to shareholders of
Crawford &
Company
Balance at December 31, 2012
Other comprehensive loss before reclassifications
Unrealized net gains arising during the year
Amounts reclassified from accumulated other
comprehensive income (1)
Net current period other comprehensive (loss) income
Balance at December 31, 2013
Other comprehensive loss before reclassifications
Unrealized net losses arising during the year
Amounts reclassified from accumulated other
comprehensive income to net income (1)
Net current period other comprehensive loss
Balance at December 31, 2014
$
$
7,778
(4,234)
—
—
(4,234)
3,544
(8,203)
—
(In thousands)
$ (207,259) $
—
15,671
8,834
24,505
(182,754)
—
(43,181)
—
(8,203)
(4,659) $ (217,299) $
8,636
(34,545)
(199,481)
(4,234)
15,671
8,834
20,271
(179,210)
(8,203)
(43,181)
8,636
(42,748)
(221,958)
(1)
Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in
"Selling, general, and administrative expenses" in the Company's Consolidated Statements of Income. See Note 8,
"Retirement Plans" for additional details.
The other comprehensive loss amounts attributable to noncontrolling interests shown in the Company's Consolidated
Statements of Shareholders' Investment are foreign currency translation adjustments.
11.
Stock-Based Compensation
The Company has various stock-based incentive compensation plans for its employees and members of its Board of
Directors. Only shares of CRDA can be issued under these plans. The fair value of an equity award is estimated on the grant
date without regard to service or performance conditions. The fair value is recognized as compensation expense over the
requisite service period for all awards that vest. When recognizing compensation expense, estimates are made for the number
of awards that are expected to vest, and subsequent adjustments are made to reflect both changes in the number of shares
expected to vest and actual vesting. Compensation expense recognized at the end of any year equals at least the portion of the
grant-date value of an award that has vested at that date.
The pretax compensation expense recognized for all stock-based compensation plans was $1,189,000, $3,835,000, and
$3,660,000 for the years ended December 31, 2014, 2013, and 2012, respectively.
The total income tax benefit recognized in the Consolidated Statements of Income for stock-based compensation
arrangements was approximately $311,000, $1,338,000, and $1,221,000 for the years ended December 31, 2014, 2013, and
2012, respectively. Some of the Company’s stock-based compensation awards are granted under plans which are designed not
to be taxable as compensation to the recipient based on tax laws of the U.S. or other applicable country. Accordingly, the
Company does not recognize tax benefits on all of its stock-based compensation expense. Adjustments to additional paid-in
capital for differences between deductions taken on its income tax returns related to stock-based compensation plans and the
related income tax benefits previously recognized for financial reporting purposes were not significant in any year.
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Stock Options
The Company has granted nonqualified and incentive stock options to key employees and directors. All stock options
were for shares of CRDA. Option awards were granted with an exercise price equal to the fair market value of the Company’s
stock on the date of grant. The Company’s stock option plans have been approved by shareholders, and the Company’s Board
of Directors is authorized to make specific grants of stock options under active plans. Employee stock options typically are
subject to graded vesting over three years (33% each year) and have a typical life of ten years. Compensation cost for stock
options is recognized on a straight-line basis over the requisite service period for the entire award. For the years ended
December 31, 2014, 2013, and 2012, compensation expense of $474,000, $640,000, and $0, respectively, was recognized for
employee stock option awards.
A summary of option activity as of December 31, 2014, 2013, and 2012, and changes during each year, is presented
below:
Outstanding at December 31, 2011
Forfeited or expired
Outstanding at December 31, 2012
Granted
Exercised
Forfeited or expired
Outstanding at December 31, 2013
Exercised
Forfeited or expired
Outstanding at December 31, 2014
Vested and Exercisable at December 31, 2014
Shares
(In thousands)
1,348
(234)
1,114
749
(49)
(154)
1,660
(449)
(375)
836
353
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
(In thousands)
$
$
$
6.33
8.57
5.86
5.08
5.57
5.22
5.57
5.11
6.51
5.40
5.84
2.9 years $
2.5 years
—
459
5.1 years
3,517
6.7 years
4.6 years
$
$
2,647
964
No stock options were granted in 2014 or 2012. The weighted average grant date fair value of stock options granted
during the year ended December 31, 2013 was $1.86. Options exercised in 2014 and 2013 had an intrinsic value of
$1,622,000 and $49,000, respectively. No options were exercised in 2012. The fair value of options that vested in 2014 was
$846,000. No options vested in 2013 or 2012.
At December 31, 2014, the unrecognized compensation cost related to unvested employee stock options was $236,000.
Directors’ stock options had no unrecognized compensation cost since directors’ options were vested when granted, and the
grant-date fair values were fully expensed on grant date.
The fair value of each option was estimated on the date of grant using the Black-Scholes-Merton option-pricing formula,
with the following weighted average assumptions:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected term of options
2013
4.50%
57.70%
1.22%
7 years
The expected dividend yield used for 2013 was based on the Company's historical dividend yield for 2011 and 2012. The
expected volatility of the price of CRDA was based on historical realized volatility. The risk-free interest rate was based on
the U.S. Treasury Daily Yield Curve Rate on the grant date, with a term equal to the expected term used in the pricing
formula. The expected term of the option took into account both the contractual term of the option and the effects of expected
exercise behavior.
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Performance-Based Stock Grants
Performance share grants are made to certain key employees of the Company. Such employees are eligible to earn shares
of CRDA upon the achievement of certain individual and/or corporate objectives. Grants of performance shares are made at
the discretion of the Company’s Board of Directors, or the Board’s Compensation Committee, and are subject to graded or
cliff vesting over three-year periods. Shares are not issued until the vesting requirements have been met. Dividends are not
paid or accrued on unvested/unissued shares. The grant-date fair value of a performance share grant is based on the market
value of CRDA on the date of grant, reduced for the present value of any dividends expected to be paid on CRDA prior to the
vesting of the award. Compensation expense for each award is recognized ratably from the grant date to the vesting date for
each tranche.
A summary of the status of the Company’s nonvested performance shares as of December 31, 2014, 2013, and 2012, and
changes during each year, is presented below:
Nonvested at December 31, 2011
Granted
Vested
Forfeited or unearned
Nonvested at December 31, 2012
Granted
Vested
Forfeited or unearned
Nonvested at December 31, 2013
Granted
Vested
Forfeited or unearned
Nonvested at December 31, 2014
Shares
860,500
$
908,000
(531,791)
(67,584)
1,169,125
981,000
(449,958)
(59,167)
1,641,000
1,086,000
(193,289)
(758,000)
1,775,711
$
Weighted-Average
Grant-Date Fair Value
3.42
3.70
3.48
3.48
3.68
4.75
3.76
4.03
4.26
6.93
5.47
3.85
5.93
The total fair value of the performance shares that vested in 2014, 2013, and 2012 was $1,057,000, $1,693,000, and
$1,849,000, respectively.
Compensation expense recognized for all performance shares totaled a credit of $(518,000) for the year ended
December 31, 2014, and expense of $2,223,000, and $2,645,000 for the years ended December 31, 2013 and 2012,
respectively. Compensation cost for these awards is net of estimated or actual award forfeitures. The credit in compensation
expense for the year ended December 31, 2014 resulted from reductions in expense related to cliff vesting shares granted in
2014, 2013, and 2012, as the Company determined that the performance conditions for these shares were not likely to be met.
Each of these plans required cumulative earnings per share targets over a three-year period. Certain performance shares vest
ratably over three years, without cumulative earnings per share targets. As of December 31, 2014, there was an estimated
$778,000 of unearned compensation cost for nonvested performance shares. This unearned compensation cost is expected to
be fully recognized by the end of 2015.
Restricted Shares
The Company’s Board of Directors may elect to issue restricted shares of CRDA in lieu of, or in addition to, cash
payments to certain key employees. Employees receiving these shares are subject to restrictions on their ability to sell the
shares. Such restrictions generally lapse ratably over vesting periods ranging from several months to five years. The grant-
date fair value of a restricted share of CRDA is based on the market value of the stock on the date of grant. Compensation
cost is recognized on a straight-line basis over the requisite service period since these awards only have service conditions
once granted.
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A summary of the status of the Company’s restricted shares of CRDA as of December 31, 2014, 2013, and 2012 and
changes during each year, is presented below:
Shares
Weighted-Average
Grant-Date Fair Value
Nonvested at December 31, 2011
Granted
Vested
Forfeited or unearned
Nonvested at December 31, 2012
Granted
Vested
Nonvested at December 31, 2013
Granted
Vested
Forfeited or unearned
Nonvested at December 31, 2014
8,670
239,913
(177,498)
(3,918)
67,167
86,017
(84,184)
69,000
154,145
(129,811)
(5,000)
88,334
$
$
4.69
4.03
4.00
4.38
4.29
5.88
5.27
5.07
7.85
6.44
6.59
7.83
Compensation expense recognized for all restricted shares for the years ended December 31, 2014, 2013, and 2012 was
$848,000, $664,000, and $607,000, respectively. As of December 31, 2014, there was $497,000 of total unearned
compensation cost related to nonvested restricted shares which is expected to be recognized by June 30, 2017.
Employee Stock Purchase Plans
The Company has three employee stock purchase plans: the U.S. Plan, the U.K. Plan, and the International Plan. Eligible
employees in Canada, Puerto Rico, and the U.S. Virgin Islands may also participate in the U.S. Plan. The International Plan is
for eligible employees located in certain other countries who are not covered by the U.S. Plan or the U.K. Plan. All plans are
compensatory.
For all plans, the requisite service period is the period of time over which the employees contribute to the plans through
payroll withholdings. For purposes of recognizing compensation expense, estimates are made for the total withholdings
expected over the entire withholding period. The market price of a share of stock at the beginning of the withholding period
is then used to estimate the total number of shares that will be purchased using the total estimated withholdings.
Compensation cost is recognized ratably over the withholding period.
Under the U.S. Plan, the Company is authorized to issue up to 1,500,000 shares of CRDA to eligible employees.
Participating employees can elect to have up to $21,000 of their eligible annual earnings withheld to purchase shares at the
end of the one-year withholding period which starts each July 1 and ends the following June 30. The purchase price of the
stock is 85% of the lesser of the closing price of a share of such stock on the first day or the last day of the withholding
period. Participating employees may cease payroll withholdings during the withholding period and/or request a refund of all
amounts withheld before any shares are purchased.
Since the U.S. Plan involves a look-back option, the calculation of compensation cost is separated into two components.
The first component is calculated as 15% (the employee discount) of a nonvested share of CRDA. The second component
involves using the Black-Scholes-Merton option-pricing formula to value a one year option to purchase 85% of a share of
CRDA. This value is adjusted to reflect the effect of any estimated dividends that the employee will not receive during the
life of the option component.
During the years ended December 31, 2014 and 2013, a total of 154,519 and 146,891 shares, respectively, of CRDA were
issued under the U.S. Plan to the Company’s employees at purchase prices of $4.33 and $3.29 in 2014 and 2013, respectively.
At December 31, 2014, an estimated 96,000 shares will be issued and purchased under the U.S. Plan in 2015. During the
years ended December 31, 2014, 2013, and 2012, compensation expense of $259,000, $198,000, and $270,000, respectively,
was recognized for the U.S. Plan.
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Under the U.K. Plan, the Company is authorized to issue up to 2,000,000 shares of CRDA. Under the U.K. Plan, eligible
employees can elect to have up to £250 withheld from payroll each month to purchase shares after the end of a three-year
savings period. The purchase price of a share of stock is 85% of the market price of the stock at a date prior to the grant date
as determined under the U.K. Plan. Participating employees may cease payroll withholdings and/or request a refund of all
amounts withheld before any shares are purchased.
For purposes of calculating the compensation expense for shares issuable under the U.K. Plan, the fair value of a share is
equal to 15% (the employee discount) of the market price of a share of CRDA at the beginning of the withholding period.
At December 31, 2014, an estimated 531,000 shares will be eligible for purchase under the U.K. Plan at the end of the
current withholding periods. This estimate is subject to change based on future fluctuations in the value of the British pound
against the U.S. dollar, future changes in the market price of CRDA, and future employee participation rates. The purchase
price per share of CRDA under the U.K. Plan ranges from $2.05 to $6.22. For the years ended December 31, 2014, 2013, and
2012, compensation expense of $126,000, $110,000, and $138,000, respectively, was recognized for the U.K. Plan. During
2014, 2013, and 2012, a total of 264,998 shares, 495,968, shares and 15,008 shares of CRDA were issued under the U.K.
Plan, respectively.
Under the International Plan, up to 1,000,000 shares of CRDA may be issued. Participating employees can elect to have
up to $21,250 of their eligible annual earnings withheld to purchase up to 5,000 shares of CRDA at the end of the one-year
withholding period which starts each July 1 and ends the following June 30. The purchase price of the stock is 85% of the
lesser of the closing price for a share of such stock on the first day or the last day of the withholding period. Participating
employees may cease payroll withholdings during the withholding period and/or request a refund of all amounts withheld
before any shares are purchased. During 2014 and 2013, 11,900 and 10,794 shares were issued under the International Plan,
respectively. Compensation expense was immaterial for this plan in both years. No shares were issued under the International
Plan in 2012.
12.
Fair Value Measurements
GAAP defines fair value as the price that would be received to sell an asset or to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the
measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This
hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three
levels of inputs used to measure fair value are as follows:
• Level 1— Observable inputs that reflect quoted prices in active markets for identical assets or liabilities.
• Level 2 — Observable inputs other than quoted prices included in Level 1. The Company values assets and
liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices
for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by
observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and
similar techniques that use significant unobservable inputs.
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Recurring Fair Value Measurements
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and
are categorized using the fair value hierarchy:
December 31,
2014
Quoted Prices in
Active Markets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
(In thousands)
Assets:
Money market funds (1)
Derivative not designated as hedging instrument:
$
Cross currency basis swap (2)
Liabilities:
Contingent earnout liability (3)
11
$
— $
— $
11
—
—
3,140
—
3,140
—
1,153
1,153
December 31,
Assets:
2013
Level 1
Level 2
Level 3
Total
(In thousands)
Money market funds (1)
Derivative not designated as hedging instruments:
$
Cross currency basis swap (2)
47
$
— $
— $
47
—
1,104
—
1,104
____________________
(1)
The fair values of the money market funds were based on recently quoted market prices and reported transactions in an
active marketplace. Money market funds are included on the Company’s Consolidated Balance Sheets in "Cash and
cash equivalents."
(2)
(3)
The fair value of the Company's cross currency basis swap was derived from a discounted cash flow analysis based on
the terms of the swap and the forward curves for foreign currency rates and interest rates adjusted for the
counterparty's credit risk. The fair value of this cross currency basis swap is included in "Other noncurrent assets" on
the Company’s Consolidated Balance Sheets, based upon the term of the cross currency basis swap.
The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-
prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data
(publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data
(internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The
valuation is sensitive to Level 3 data, with the maximum possible earnout of $1,153,000. As such, the fair value is not
expected to vary materially from the balance recorded. The fair value of the contingent earnout liability is included in
"Other noncurrent liabilities" on the Company’s Consolidated Balance Sheets, based upon the term of the contingent
earnout agreement.
Fair Value Disclosures
There were no transfers of assets between fair value levels during the years ended December 31, 2014 or 2013. The
categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly.
Any transfers between levels are deemed to have occurred at the end of the quarter.
The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their
respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate
long-term debt resets at least every 90 days; therefore, the recorded value approximates fair value. These assets and liabilities
are measured within Level 2 of the fair value hierarchy.
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Nonrecurring Fair Value Measurements
During the year ended December 31, 2014, the Company reduced the fair value of a contingent consideration liability for
a previous acquisition from $2,000,000 to zero. In addition, the Company impaired and expensed $1,271,000 of intangible
assets from the same acquisition. Both amounts were excluded from the Legal Settlement Administration segment operating
earnings and were included in "Unallocated corporate and shared costs and credits." In the Consolidated Statements of
Income, the amounts are included as a component of "Selling, general, and administrative expenses." Management concluded
that expectations about future results indicated the contingent consideration will not be paid and, accordingly, the value of the
intangible assets was impaired.
The fair values of both items were estimated using an internally-prepared probability-weighted discounted cash flow
analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and
capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such,
these were Level 3 fair value measurements.
Fair Value Measurements for Defined Benefit Pension Plan Assets
The fair value hierarchy is also applied to certain other assets that indirectly impact the Company's consolidated financial
statements. Assets contributed by the Company to its defined benefit pension plans become the property of the individual
plans. Even though the Company no longer has control over these assets, it is indirectly impacted by subsequent fair value
adjustments to these assets. The actual return on these assets impacts the Company's future net periodic benefit cost, as well
as amounts recognized in its consolidated balance sheets. The Company uses the fair value hierarchy to measure the fair
value of assets held by its U.S. and U.K. defined benefit pension plans.
The following table summarizes the level within the fair value hierarchy used to determine the fair value of the
Company's pension plan assets for its U.S. plan at December 31, 2014 and 2013:
December 31,
Level 1
2014
Level 2
Total
Level 1
(In thousands)
2013
Level 2
Total
Asset Category:
Cash and Cash
Equivalents
Short-term
Investment Funds
Equity Securities:
U.S.
International
Fixed Income
Securities:
U.S.
International
Other
TOTAL
$
228
$
— $
228
$
3,833
$
— $
3,833
—
6,168
6,168
— 104,073
36,604
—
104,073
36,604
—
—
—
5,072
5,072
83,649
38,090
83,649
38,090
19,244
—
—
$ 19,472
236,952
17,378
738
$ 401,913
256,196
17,378
738
$ 421,385
20,874
—
—
$ 24,707
242,092
13,191
1,443
$ 383,537
262,966
13,191
1,443
$ 408,244
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The following table summarizes the level within the fair value hierarchy used to determine the fair value of the
Company's pension plan assets for its U.K. plans at December 31, 2014 and 2013:
December 31,
2014
2013
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
(In thousands)
Asset Category:
Cash and Cash
Equivalents
Equity Securities:
U.S.
International
Fixed Income
Securities:
Money market
funds
Government
securities
Corporate bonds
and debt
securities
Mortgage-
backed securities
Alternative
strategy funds
Real estate funds
TOTAL
$
$
1,968
$
— $
— $
1,968
$
4,322
$
— $
— $
4,322
—
—
29,051
35,506
—
—
29,051
35,506
—
—
29,457
34,579
— 103,754
— 103,754
—
60,644
—
42,672
—
42,672
8,778
50,180
—
—
11,669
782
—
—
11,669
782
—
—
15,958
789
—
—
—
—
—
—
29,457
34,579
60,644
58,958
15,958
789
—
—
1,968
28,283
—
$ 251,717
—
14,740
$ 14,740
28,283
14,740
$ 268,425
129
—
$ 13,229
28,523
—
$ 220,130
—
13,319
$ 13,319
28,652
13,319
$ 246,678
Short-term investment funds consist primarily of funds with a maturity of 60 days or less and are valued at amortized
cost which approximates fair value.
Equity securities consist primarily of common and preferred stocks of publicly traded U.S. companies and international
companies and common collective funds. Publicly traded equities are valued at the closing prices reported in the active
market in which the individual securities are traded. Preferred securities are stated at quoted market prices for the identical
security in an inactive market (Level 2). Common collective funds are valued at the net asset value per share multiplied by
the number of shares held as of the measurement date.
Fixed income securities consist of money market funds, government securities, corporate bonds and debt securities,
mortgage-backed securities and other common collective funds. Government securities are valued by third-party pricing
sources and are valued daily in an active market (Level 1). Corporate bonds are valued using either the yields currently
available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that
utilizes observable inputs, such as current yields of similar instruments, and includes adjustments for valuation adjustments
from internal pricing models which use observable inputs such as issuer details, interest rates, yield curves, default rates and
quoted prices for similar assets (Level 2). Mortgage-backed securities are valued by pricing service providers that use broker-
dealer quotations or valuation estimates from their internal pricing models (Level 2). Other common collective funds are
valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2).
Alternative strategy funds consist of funds invested in listings on active exchanges (Level 1) and amounts in funds
valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2).
Alternative strategy funds may include derivative instruments such as futures, forward contracts, options and swaps and are
used to help manage risks. Derivative instruments are generally valued by the investment managers or in certain instances by
third party pricing sources (Level 2).
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Real estate funds are primarily property unit trusts whose values are primarily reported by the fund manager and are
based on valuation of the underlying investments which include inputs such as cost, discounted cash flows, independent
appraisals and market-based comparable data (Level 3). The fair values may, due to the inherent uncertainty of valuation for
those investments, differ significantly from the values that would have been used had a ready market for the investments
existed, and the differences could be material.
The following table provides a reconciliation of the beginning and ending balance of Level 3 assets within the
Company's U.K. pension plan during the years ended December 31, 2014 and 2013:
Balance at December 31, 2012
Actual return on plan assets:
Real Estate
Funds
(In thousands)
13,238
$
Related to assets still held at the reporting date
Purchases, sales and settlements—net
Balance at December 31, 2013
Actual return on plan assets:
Related to assets still held at the reporting date
Purchases, sales and settlements—net
Balance at December 31, 2014
$
55
26
13,319
1,412
9
14,740
13.
Segment and Geographic Information
The Company’s four reportable segments represent components of the business for which separate financial information
is available, and which is evaluated regularly by the Chief Operating Decision Maker ("CODM") in deciding how to allocate
resources and in assessing operating performance. The segments are organized based upon the nature of services and/or
geographic areas served and are: Americas, which primarily serves the property and casualty insurance company markets in
the U.S., Canada, Latin America, and the Caribbean; EMEA/AP which serves the property and casualty insurance company
and self-insurance markets in Europe, including the U.K., the Middle East, Africa, and the Asia-Pacific region (which
includes Australia and New Zealand); Broadspire which serves the self-insurance marketplace, primarily in the U.S.; and
Legal Settlement Administration which serves the securities, bankruptcy, and other legal settlement markets, primarily in the
U.S. Intersegment sales are recorded at cost and are not material.
Operating earnings is the primary financial performance measure used by the Company’s senior management and the
CODM to evaluate the financial performance of the Company’s four operating segments and make resource allocation
decisions. The Company believes this measure is useful to investors in that it allows them to evaluate segment operating
performance using the same criteria used by the Company’s senior management and CODM. Operating earnings will differ
from net income computed in accordance with GAAP since operating earnings represent segment earnings before certain
unallocated corporate and shared costs and credits, goodwill and intangible asset impairment charges, net corporate interest
expense, stock option expense, amortization of customer-relationship intangible assets, special charges and credits, income
taxes, and net income or loss attributable to noncontrolling interests.
Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its
allocation methods or changes the types of costs that are allocated to its four operating segments, prior period amounts
presented in the current period financial statements are adjusted to conform to the current allocation process. In 2014, the
amortization expense of capitalized internally developed software related to projects under direct control of Americas and
Broadspire segment management was transferred from corporate and shared costs to direct costs of these two segments. The
amortization expense in 2013 and 2012 has been revised to conform to this current presentation. This change had no impact
on previously reported operating earnings of these segments, as these costs had been fully allocated.
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In the normal course of its business, the Company sometimes pays for certain out-of-pocket expenses that are thereafter
reimbursed by its clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be
included when reporting expenses and revenues, respectively, in the Company’s consolidated results of operations. However,
in evaluating segment results, Company management excludes these reimbursements and related expenses from segment
results, as they offset each other.
Financial information as of and for the years ended December 31, 2014, 2013, and 2012 related to the Company’s
reportable segments is presented below.
2014
Revenues before reimbursements
Segment operating earnings
Depreciation and amortization (1)
Assets
2013
Revenues before reimbursements
Segment operating earnings
Depreciation and amortization (1)
Assets
2012
Revenues before reimbursements
Segment operating earnings
Depreciation and amortization (1)
Assets
Americas
EMEA/AP
Broadspire
Legal Settlement
Administration
Total
(In thousands)
$
$
$
$
$
$
359,319
23,663
4,747
124,992
342,240
18,532
4,007
131,765
334,431
11,878
4,309
137,609
$
$
$
344,350
19,720
5,193
240,760
350,164
32,158
5,167
261,127
366,718
48,481
5,105
284,981
$
$
$
268,890
15,469
8,448
103,894
252,242
8,245
7,381
109,933
238,960
21
6,811
110,984
$
$
$
170,292
22,849
5,895
122,129
218,799
46,752
5,252
111,869
236,608
60,284
4,263
106,878
1,142,851
81,701
24,283
591,775
1,163,445
105,687
21,807
614,694
1,176,717
120,664
20,488
640,452
______________________
(1)
Excludes amortization expense of finite-lived customer relationships and trade name intangible assets.
Substantially all revenues earned in the Broadspire and Legal Settlement Administration segments are earned in the
U.S. Substantially all of the revenues earned in the EMEA/AP segment are earned outside of the U.S.
Revenues by major service line in the U.S. and by area for other regions in the Americas segment and by major service
line for the Broadspire segment are shown in the following table. It is not practicable to provide revenues by service line for
the EMEA/AP segment.
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Year Ended December 31,
Americas
U.S. Claims Field Operations
U.S. Technical Services
U.S. Catastrophe Services
Subtotal U.S. Claims Services
U.S. Contractor Connection
Subtotal U.S. Property & Casualty
Canada—all service lines
Latin America/Caribbean—all service lines
Total Revenues before Reimbursements—Americas
Broadspire
Workers' Compensation and Liability Claims Management
Medical Management
Risk Management Information Services
Total Revenues before Reimbursements—Broadspire
2014
2013
(In thousands)
2012
$
$
$
$
95,859
24,822
44,188
164,869
50,517
215,386
129,246
14,687
359,319
112,334
140,903
15,653
268,890
$
$
$
$
103,594
28,209
36,067
167,870
36,046
203,916
122,748
15,576
342,240
107,624
128,802
15,816
252,242
$
$
$
$
105,932
29,122
38,504
173,558
27,470
201,028
120,767
12,636
334,431
100,051
122,833
16,076
238,960
The Company considers all Legal Settlement Administration revenues to be derived from one service line. For the year
ended December 31, 2012, it had revenues before reimbursements associated with two related special projects that exceeded
10% of the Company's consolidated revenues before reimbursements. Revenues from these special projects were $165.6
million in 2012.
Capital expenditures for the years ended December 31, 2014, 2013, and 2012 are shown in the following table:
Year Ended December 31,
2014
2013
2012
Americas
EMEA/AP
Broadspire
Legal Settlement Administration
Corporate
Total capital expenditures
7,109
5,186
7,705
2,476
6,721
29,197
(In thousands)
6,210
$
4,663
6,452
5,257
8,431
31,013
$
$
$
$
$
4,944
5,225
7,187
9,167
6,653
33,176
The total of the Company’s reportable segments’ revenues before reimbursements reconciled to total consolidated
revenues for the years ended December 31, 2014, 2013, and 2012 was as follows:
Year Ended December 31,
Segments’ revenues before reimbursements
Reimbursements
Total consolidated revenues
2014
2013
2012
1,142,851
74,112
(In thousands)
1,163,445
$
89,985
1,216,963
$
1,253,430
$
$
$
$
1,176,717
89,421
1,266,138
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The Company’s reportable segments’ total operating earnings reconciled to consolidated income before income taxes for
the years ended December 31, 2014, 2013, and 2012 were as follows:
Year Ended December 31,
2014
2013
2012
Operating earnings of all reportable segments
Unallocated corporate and shared costs and credits
Net corporate interest expense
Stock option expense
Amortization of customer-relationship intangible assets
Special charges and credits
Income before income taxes
$
$
81,701
(8,582)
(6,031)
(859)
(6,341)
—
(In thousands)
105,687
$
(10,829)
(6,423)
(948)
(6,385)
—
$
59,888
$
81,102
$
120,664
(10,504)
(8,607)
(408)
(6,373)
(11,332)
83,440
The Company’s reportable segments’ total assets reconciled to consolidated total assets of the Company at December 31,
2014 and 2013 are presented in the following table. All foreign-denominated cash and cash equivalents are reported within
the Americas and EMEA/AP segments, while all U.S. cash and cash equivalents are reported as corporate assets in the
following table:
December 31,
Assets of reportable segments
Corporate assets:
Cash and cash equivalents
Unallocated allowances on receivables
Property and equipment
Capitalized software costs, net
Assets of deferred compensation plan
Capitalized loan costs
Deferred income tax assets
Prepaid expenses and other current assets
Other noncurrent assets
Total corporate assets
Total assets
2014
2013
(In thousands)
$
591,775
$
614,694
7,333
(3,536)
7,636
69,906
15,519
3,707
66,927
17,070
12,982
197,544
789,319
$
8,015
(4,450)
9,481
65,848
15,140
4,394
61,375
9,559
6,002
175,364
790,058
$
Revenues and long-lived assets for the countries in which revenues or long-lived assets represent more than 10 percent of
the consolidated totals are set out in the two tables below. For the purposes of these geographic area disclosures, long-lived
assets include items such as property and equipment and capital lease assets but exclude intangible assets, including
goodwill. In the Americas segment, only the U.S. and Canada are considered material for disclosure.
U.S.
Canada
Other
(In thousands)
Total
Americas
Segment
$ 215,386
3,626
$ 129,246
2,274
$
14,687
726
$ 359,319
6,626
203,916
2,832
122,748
3,571
201,028
2,522
120,767
4,566
15,576
913
12,636
1,029
342,240
7,316
334,431
8,117
2014
Revenues before reimbursements
Long-lived assets
2013
Revenues before reimbursements
Long-lived assets
2012
Revenues before reimbursements
Long-lived assets
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In the EMEA/AP segment, only the U.K. is considered material for disclosure; CEMEA and Asia Pacific regions are
shown in order to reconcile to the segment totals.
2014
Revenues before reimbursements
Long-lived assets
2013
Revenues before reimbursements
Long-lived assets
2012
Revenues before reimbursements
Long-lived assets
14.
Client Funds
U.K.
CEMEA
Asia/Pacific
(In thousands)
Total
EMEA/AP
Segment
$ 128,561
12,116
$ 111,749
1,995
$ 104,040
4,609
$ 344,350
18,720
119,747
112,374
118,043
9,691
2,251
4,876
350,164
16,818
133,436
9,715
97,396
2,286
135,886
5,353
366,718
17,354
The Company maintains funds in custodial accounts at financial institutions to administer claims for certain clients. These
funds are not available for the Company’s general operating activities and, as such, have not been recorded in the
accompanying Consolidated Balance Sheets. The amount of these funds totaled $364,144,000 and $337,424,000 at
December 31, 2014 and 2013, respectively. In addition, the Company’s Legal Settlement Administration segment administers
funds in noncustodial accounts at financial institutions that totaled $451,033,000 and $504,074,000 at December 31, 2014
and 2013, respectively.
15.
Commitments and Contingencies
As part of the Company’s Credit Facility, the Company maintains a letter of credit facility to satisfy certain of its own
contractual requirements. At December 31, 2014, the aggregate committed amount of letters of credit outstanding under the
facility was $17,511,000.
From time to time, the Company enters into certain agreements for the purchase or sale of assets or businesses that
contain provisions that may require the Company to make additional payments in the future depending upon the achievement
of specified operating results of the acquired company, or provide the Company with an option or similar right to purchase
additional assets. The 2014 acquisition of Buckley Scott includes an earnout provision based on achieving certain financial
results during the two-year period following the completion of the acquisition, with a current estimated fair value of
$1,153,000. For additional information on these obligations and rights, see Note 2, "Acquisitions and Dispositions of
Businesses."
In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or
other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement
of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for
indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients.
The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is
responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company
management, adequate provisions have been made for such known and foreseeable risks.
The Company is subject to numerous federal, state, and foreign employment laws, and from time to time the Company
faces claims by its employees and former employees under such laws. Such claims or litigation involving the Company or
any of the Company’s current or former employees could divert management’s time and attention from the Company’s
business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could
have a material adverse effect on the Company’s results of operations, financial position, and cash flows. In the opinion of
Company management, adequate provisions have been made for items that are probable and reasonably estimable.
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16.
Special Charges and Credits and Other Income
Special Charges and Credits
There were no special charges or credits during 2014 or 2013. During 2012, the Company recorded pretax special
charges of $11,332,000, consisting of $1,163,000 for severance costs, $642,000 for retention bonuses, $849,000 for
temporary labor costs, and $140,000 for other expenses for a project to outsource certain aspects of our U.S. technology
infrastructure; $4,285,000 to adjust the estimated loss on a leased facility the Company no longer uses; and $3,404,000 for
severance costs and $849,000 for lease termination costs, primarily related to restructuring activities in its North American
operations.
As of December 31, 2014, the following liabilities remained on the Company's Consolidated Balance Sheets related to
the special charges recorded in 2012. The rollforward of these costs for the years ended December 31, 2014 and 2013
follows:
(in thousands)
Balance at December 31, 2012
Adjustments to accruals
Cash payments
Balance at December 31, 2013
Adjustments to accruals
Cash payments
Balance at December 31, 2014
Accrued
compensation
and related
costs
$
$
2,303
—
(1,805)
498
—
(367)
131
$
$
Deferred rent
2,148
$
516
—
2,664
(1,233)
—
1,431
$
Other
accrued
liabilities
Other
noncurrent
liabilities
Total
1,509
35
(1,241)
303
278
(273)
308
$
$
1,253
(204)
(465)
584
(308)
(276)
$
— $
7,213
347
(3,511)
4,049
(1,263)
(916)
1,870
Other Income
Other income includes dividend income from the Company's unconsolidated subsidiaries and miscellaneous other
income. Included in "Other income" for the year ended December 31, 2014 was an $836,000 gain realized from the sale of
interest in the former corporate headquarters property sold in 2006 and a $418,000 gain from the contingent consideration
provision of a 2013 agreement selling certain rights to a customer contract in Latin America. The Company has no further
investment interest in the former corporate headquarters property. Included in "Other income" for the year ended December
31, 2013 was a $2,286,000 gain from the sale of the rights to the above-described customer contract. Except for the gain from
the redevelopment of the former corporate headquarters property, these amounts are included in the Americas segment
operating earnings.
17.
Subsequent Events
On December 1, 2014, the Company acquired 100% of the capital stock of GAB Robins, a U.K.-based international loss
adjusting and claims management provider, for $71,812,000. Because the financial results of certain of the Company's
international subsidiaries, including those in the U.K. through which GAB Robins will report, are included in the Company's
consolidated financial statements on a two-month delayed basis, the results of GAB Robins' business since the acquisition
date have not been included in the Company's consolidated results of operations. In addition, $78,355,000 of borrowings by
the UK Borrower under the Credit Facility used to complete the GAB Robins acquisition are not included in outstanding
borrowings on the Company's Consolidated Balance Sheet at December 31, 2014, because the U.K.-based borrowing entity
has an October 31 fiscal year end, and the balance sheet of that entity was consolidated as of October 31, 2014. GAB Robins
has also not been included in the internal control structure of the Company for the year ended December 31, 2014. The
impact of the GAB Robins acquisition will be included in the Company's balance sheet and results of operations and cash
flows beginning February 1, 2015.
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Net assets acquired totaled $25,858,000, including $5,735,000 of cash acquired. The difference between the purchase
price and the net assets acquired represents definite-lived intangibles of $35,082,000, consisting of customer relationship and
trade names, and $17,888,000 of goodwill. Goodwill acquired represents the estimated value of the assembled workforce and
expected synergies with existing businesses. A deferred tax liability of $7,016,000 was recognized on the acquired intangible
assets. The purchase price includes $6,329,000 placed in escrow for up to two years related to certain acquired contingencies
and working capital adjustments per the terms of the acquisition agreement. The acquisition was funded primarily through
additional borrowings under the Credit Facility.
The acquisition is currently being reviewed by the United Kingdom Competition & Markets Authority ("CMA") as a part
of its routine acquisition review process, and the Company cannot begin the integration process until this review is
completed. Although the Company currently expects that this review will be concluded during the first half of 2015, no
assurances of the timing, or any material conditions being placed on this approval can be provided. The success of the GAB
Robins acquisition will depend, in part, on the Company's ability to realize the anticipated synergies and cost savings from
integrating the GAB Robins business with its existing business on a timely basis.
Based upon the timing of the acquisition, the allocation of the purchase price presented below is preliminary and subject
to change, as the Company gathers additional information related to assets acquired and liabilities assumed, including
unbilled accounts receivable, intangible assets, other assets, accrued liabilities, deferred taxes, and uncertain tax positions.
The purchase price allocation may also be impacted by net debt and net working capital adjustments under the terms of the
acquisition agreement.The Company is in the process of obtaining final third-party valuations of certain intangible assets;
thus, the provisional measurements of intangible assets, goodwill, and deferred income taxes are subject to change.
The following table summarizes the Company's initial allocation of the purchase price for GAB Robins:
(December 1, 2014)
February 1, 2015
(In thousands)
$
71,812
5,735
34,706
17,888
35,082
7,078
(28,677)
71,812
2,483
69,329
Purchase Price
Preliminary Allocation of Purchase Price:
Cash and cash equivalents
Other tangible assets
Goodwill
Intangible assets
Deferred income taxes
Liabilities
Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Before
Noncontrolling Interests
Noncontrolling interests
Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net of
Noncontrolling Interests
$
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Management’s Statement on Responsibility for Financial Reporting
The management of Crawford & Company is responsible for the integrity and objectivity of the financial information in
this Annual Report on Form 10-K. The consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States, using informed judgments and estimates where appropriate.
The Company maintains a system of internal accounting policies, procedures, and controls designed to provide
reasonable, but not absolute, assurance that assets are safeguarded and transactions are executed and recorded in accordance
with management’s authorization. The internal accounting control system is augmented by a program of internal audits and
reviews by management, written policies and guidelines, and the careful selection and training of qualified personnel.
The Audit Committee of the Board of Directors, comprised solely of outside directors, is responsible for monitoring the
Company’s accounting and reporting practices. The Audit Committee meets regularly with management, the internal auditors,
and the independent auditors to review the work of each and to assure that each performs its responsibilities. The independent
registered public accounting firm, Ernst & Young LLP, was selected by the Audit Committee of the Board of Directors. Both
the internal auditors and Ernst & Young LLP have unrestricted access to the Audit Committee allowing open discussion,
without management present, on the quality of financial reporting and the adequacy of accounting, disclosure and financial
reporting controls.
/s/ Jeffrey T. Bowman
Jeffrey T. Bowman
President and
Chief Executive Officer
/s/ W. Bruce Swain
W. Bruce Swain
Executive Vice President
and Chief Financial Officer
/s/ Dalerick M. Carden
Dalerick M. Carden
Senior Vice President, Corporate Controller,
and Chief Accounting Officer
February 23, 2015
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Crawford & Company
We have audited the accompanying consolidated balance sheets of Crawford & Company as of December 31, 2014 and
2013, and the related consolidated statements of income, comprehensive (loss) income, cash flows, and shareholders'
investment for each of the three years in the period ended December 31, 2014. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Crawford & Company at December 31, 2014 and 2013, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Crawford & Company’s internal control over financial reporting as of December 31, 2014, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) and our report dated February 23, 2015 expressed an unqualified opinion thereon.
Atlanta, Georgia
February 23, 2015
/s/ Ernst & Young LLP
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CRAWFORD & COMPANY
QUARTERLY FINANCIAL DATA (UNAUDITED)
2014 Quarterly Period
First
Second
Third
Fourth (4)
Full Year
(In thousands, except per share amounts)
Revenues from services:
Revenues before reimbursements
$
275,349
$
288,216
$
293,831
$
285,455
$ 1,142,851
Reimbursements
Total revenues
Total costs of services
Income before income taxes
Americas operating earnings (1)
EMEA/AP operating earnings (1)
Broadspire operating earnings (1)
Legal Settlement Administration operating earnings (1)
Unallocated corporate and shared costs and credits
Net corporate interest expense
Stock option expense
Amortization of customer-relationship intangible
assets
Income taxes
Net loss (income) attributable to noncontrolling
interests
Net income attributable to shareholders of Crawford &
Company
Earnings per CRDB share — basic (2) (3)
Earnings per CRDB share — diluted (2) (3)
14,009
289,358
217,902
10,874
6,934
1,900
2,003
4,967
(1,743)
(1,301)
(294)
(1,592)
(4,288)
18,837
307,053
227,086
17,556
8,142
4,310
2,715
5,700
53
(1,551)
(202)
(1,611)
(6,962)
21,079
314,910
234,521
19,444
7,036
4,225
4,422
7,668
(500)
(1,680)
(184)
(1,543)
(9,244)
20,187
305,642
235,305
12,014
1,551
9,285
6,329
4,514
(6,392)
(1,499)
(179)
(1,595)
(8,286)
74,112
1,216,963
914,814
59,888
23,663
19,720
15,469
22,849
(8,582)
(6,031)
(859)
(6,341)
(28,780)
66
(130)
(8)
(412)
(484)
$
$
$
6,652
0.12
0.11
$
$
$
10,464
0.18
0.18
$
$
$
10,192
0.17
0.17
$
$
$
3,316
0.05
0.05
$
$
$
30,624
0.52
0.52
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2013 Quarterly Period
First
Second
Third
Fourth
Full Year
(In thousands, except per share amounts)
Revenues from services:
Revenues before reimbursements
$
286,281
$
298,947
$
293,338
$
284,879
$ 1,163,445
Reimbursements
Total revenues
Total costs of services
Income before income taxes
Americas operating earnings (1)
EMEA/AP operating earnings (1)
Broadspire operating (loss) earnings (1)
Legal Settlement Administration operating earnings (1)
Unallocated corporate and shared costs and credits
Net corporate interest expense
Stock option expense
Amortization of customer-relationship intangible assets
Income taxes
Net loss (income) attributable to noncontrolling
interests
Net income attributable to shareholders of Crawford &
Company
Earnings per CRDB share — basic (2) (3)
Earnings per CRDB share — diluted (2) (3)
$
$
$
20,845
307,126
234,186
14,671
3,220
6,822
(1,768)
12,013
(2,297)
(1,643)
(80)
(1,596)
(4,990)
58
9,739
0.17
0.17
27,181
326,128
239,514
26,878
4,417
8,392
4,359
16,530
(3,333)
(1,600)
(293)
(1,594)
(10,010)
20,118
313,456
232,493
22,929
9,718
4,272
1,884
10,171
275
(1,519)
(279)
(1,593)
(9,221)
21,841
306,720
230,234
89,985
1,253,430
936,427
16,624
1,177
12,672
3,770
8,038
(5,474)
(1,661)
(296)
(1,602)
(5,545)
81,102
18,532
32,158
8,245
46,752
(10,829)
(6,423)
(948)
(6,385)
(29,766)
140
(303)
(253)
(358)
$
$
$
17,008
0.31
0.30
$
$
$
13,405
0.24
0.24
$
$
$
10,826
0.19
0.19
$
$
$
50,978
0.91
0.90
__________________
(1) This is a segment financial measure representing segment earnings before certain unallocated corporate and shared
costs and credits, goodwill and intangible asset impairment charges, net corporate interest expense, stock option
expense, amortization of customer-relationship intangible assets, special charges and credits, income taxes, and net
income or loss attributable to noncontrolling interests. See Note 13, “Segment and Geographic Information,” in the
audited consolidated financial statements contained in this Item 8.
(2) Due to the method used in calculating per share data as prescribed by ASC 260, “Earnings Per Share,” the quarterly
per share data may not total to the full-year per share data.
(3) The Company may pay a higher dividend on CRDA than on CRDB. This dividend differential can result in different
earnings per share for each class of stock due to the two-class method of computing earnings per share as required
by current accounting guidance. CRDB generally presents a more dilutive measure.
(4) The provision for income taxes in the fourth quarter of 2014 included additional expenses due to the Company's
inability to recognize the tax benefits from net operating losses in certain international operations, and the
revaluation of the Company's net U.S. deferred tax assets resulting from a decrease in state income tax rates, an
increase in partially disallowable meals and entertainment expenses, and certain other adjustments and changes in
estimates.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Registrant maintains a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934 (the "Exchange Act"), designed to ensure that information required to be disclosed by the
Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within
the time periods specified in SEC rules and regulations.
Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which,
by their nature, can provide only reasonable assurance regarding management's control objectives. The Company's
management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that our disclosure
controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that
all control issues and instances of fraud, if any, within the Company have been detected. Judgments in decision-making can
be faulty and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the
individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and while our disclosure controls and procedures are designed to be effective under
circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control
system, misstatements due to possible errors or fraud may occur and not be detected.
The Registrant's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Registrant's disclosure controls and procedures as of December 31, 2014. Based on that
evaluation, the Registrant's Chief Executive Officer and Chief Financial Officer concluded that the Registrant's disclosure
controls and procedures were effective as of December 31, 2014.
Report of Management on Internal Control over Financial Reporting
The management of Crawford & Company is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company'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.
The Company's internal control over financial reporting includes those policies and procedures that:
(i) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
disposition of the Company's assets;
(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 made only in accordance with authorizations of the Company's management and directors; 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 financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all 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.
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Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on this assessment,
management determined that the Company maintained effective internal control over financial reporting as of December 31,
2014.
The Company's independent registered public accounting firm, Ernst & Young LLP, is appointed by the Audit
Committee. Ernst & Young LLP has audited and reported on the consolidated financial statements of Crawford & Company
and the Company's internal control over financial reporting, each as contained in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in the Registrant's internal control over financial reporting during the fourth quarter of 2014 that
have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
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Attestation Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Crawford & Company
We have audited Crawford & Company's internal control over financial reporting as of December 31, 2014, based on
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework) (the COSO criteria). Crawford & Company's management is responsible 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 Report of Management on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company'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'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's assets that could have a material effect on the financial statements.
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, Crawford & Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Crawford & Company as of December 31, 2014 and 2013, and the related
consolidated statements of income, comprehensive (loss) income, cash flows, and shareholders’ investment for each of the
three years in the period ended December 31, 2014 of Crawford & Company, and our report dated February 23, 2015
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 23, 2015
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PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item will be included under the captions “Election of Directors — Nominee Information”,
“Section 16(a) Beneficial Ownership Reporting Compliance”, "Executive Officers," “Corporate Governance—Standing
Committees and Attendance at Board and Committee Meetings” and “Corporate Governance — Corporate Governance
Guidelines, Committee Charters and Code of Business Conduct” of the Registrant’s Proxy Statement for its 2015 Annual
Meeting of Shareholders (the "Proxy Statement") to be filed within 120 days after December 31, 2014, and is incorporated
herein by reference.
The Registrant has adopted a Code of Business Conduct and Ethics for its CEO, CFO, principal accounting officer and all
other officers, directors and employees of the Registrant. The Code of Business Conduct and Ethics, as well as the
Registrant’s Corporate Governance Guidelines and Committee Charters, are available at www.crawfordandcompany.com.
Any amendment or waiver of the Code of Business Conduct and Ethics will be posted on this website within four business
days after the effectiveness thereof. The Code of Business Conduct and Ethics may also be obtained without charge by
writing to Corporate Secretary, Legal Department, Crawford & Company, 1001 Summit Boulevard, N.E., Atlanta, Georgia
30319.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item will be included under the captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “Employment and Change in Control Arrangements,” “Corporate Governance—Director
Compensation,” “Report of the Compensation Committee of the Board of Directors on Executive Compensation,” and
"Compensation Committee Interlocks and Insider Participation" of the Registrant’s Proxy Statement, and is incorporated
herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The information required by this Item will be included under the captions “Stock Ownership Information” and “Equity
Compensation Plans” of the Registrant’s Proxy Statement, and is incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item will be included under the captions “Information with Respect to Certain Business
Relationships and Related Transactions” and "Corporate Governance - Director Independence" of the Registrant’s Proxy
Statement, and is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding principal accountant fees and services will be included under the caption “Ratification of
Independent Auditor — Fees Paid to Ernst & Young LLP” of the Registrant’s Proxy Statement, and is incorporated herein by
reference.
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PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial Statements
The financial statements listed below and the related report of Ernst & Young LLP are incorporated herein by
reference and included in Item 8 of this Annual Report on Form 10-K:
• Consolidated Balance Sheets as of December 31, 2014 and 2013
• Consolidated Statements of Income for the Years Ended December 31, 2014, 2013, and 2012
• Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2014, 2013,
and 2012
• Consolidated Statements of Shareholders’ Investment 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
• Notes to Consolidated Financial Statements
2. Financial Statement Schedule
•
Schedule II — Valuation and Qualifying Accounts — Information required by this schedule is included under
the caption “Accounts Receivable and Allowance for Doubtful Accounts” in Note 1 and also in Note 7,
"Income Taxes" to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form
10-K, and is incorporated herein by reference.
Other schedules have been omitted because they are not applicable.
3. Exhibits filed with this report.
Exhibit No.
Document
2.1
3.1
3.2
10.1*
10.2*
10.3*
10.4*
10.5*
Agreement for the sale and purchase of shares, dated as of December 1, 2014, by and among Crawford &
Company Adjusters (UK) Limited and certain shareholders of GAB Robins Holdings UK Limited
(incorporated by reference to the Registrant's current report on Form 8-K filed with the Securities and
Exchange Commission on December 1, 2014).
Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14,
2007).
Restated By-laws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2013).
Crawford & Company 1997 Key Employee Stock Option Plan, as amended (incorporated by reference to
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005).
Crawford & Company 1997 Non-Employee Director Stock Option Plan (incorporated by reference to
Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005).
Crawford & Company 2007 Non-Employee Director Stock Option Plan (incorporated by reference to
Appendix A of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 3,
2007).
Crawford & Company Non-Employee Director Stock Plan (incorporated by reference to Appendix C of the
Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 5, 2009).
Crawford & Company Supplemental Executive Retirement Plan as Amended and Restated December 20,
2007, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2007).
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Exhibit No.
Document
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
Crawford & Company 1996 Employee Stock Purchase Plan, as amended (incorporated by reference to
Appendix A to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 4,
2010).
Crawford & Company Medical Reimbursement Plan, as amended and restated January 31, 1995
(incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2005).
Crawford & Company Discretionary Allowance Plan, adopted January 31, 1995 (incorporated by reference
to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005).
Crawford & Company Deferred Compensation Plan, as amended and restated as of January 1, 2003
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003).
Crawford & Company 1996 Incentive Compensation Plan, as amended and restated February 2, 1999
(incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2005).
Crawford & Company amended and restated Executive Stock Bonus Plan (incorporated by reference to
Exhibit 99.1 to the Registrant's Registration statement on Form S-8 (File No. 333-199915) filed with the
Securities and Exchange Commission on November 6, 2014).
Form of Restricted Share Unit Award under the Registrant’s Executive Stock Bonus Plan (incorporated by
reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007).
Form of Performance Share Unit Award under the Registrant’s Executive Stock Bonus Plan (incorporated by
reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007).
Crawford & Company U.K. ShareSave Scheme, as amended (incorporated by reference to Appendix A of the
Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 8, 2013).
Crawford & Company International Employee Stock Purchase Plan (incorporated by reference to
Appendix B of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 5,
2009).
Crawford & Company 2007 Management Team Incentive Compensation Plan (incorporated by reference to
Appendix B of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 3,
2007).
Terms of Restated Employment Agreement between Jeffrey T. Bowman and the Registrant, dated March 15,
2013 (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2012).
Change of Control and Severance Agreement between Kevin B. Frawley and the Registrant, dated
February 23, 2005 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2005).
Terms of Employment Agreement between Allen W. Nelson and the Registrant, dated November 22, 2005
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 28, 2005).
Employment Agreement by and between the Registrant and Jeffrey T. Bowman, dated August 7, 2009
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009).
Terms of Employment Agreement between W. Bruce Swain, Jr. and the Registrant, dated August 1, 2012
(incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012).
Employment Agreement between David A. Isaac, The Garden City Group, Inc. and the Registrant, dated July
1, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 8, 2011).
Terms of Restated Employment Agreement between Phyllis R. Austin and the Registrant, dated January 13,
2014 (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10K for the year
ended December 31, 2013).
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Exhibit No.
Document
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32*
10.33*
10.34
10.35
10.36
Terms of Employment Agreement between Danielle M. Lisenbey and the Registrant, dated June 30, 2014
(incorporated by reference to Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014).
Terms of Employment Agreement between Brian J. Flynn and the Registrant, effective as of November 3,
2007 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2007).
Terms of Employment Agreement between Dalerick Carden and the Registrant, dated October 2, 2014
(incorporated by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2014).
Terms of Employment Agreement between Michael Frank Reeves and Crawford-THG (UK) Limited,
effective as of November 25, 1997 (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2007).
Service Agreement between Ian Muress and Crawford & Company Adjusters (U.K.) Limited dated as of
January 18, 2002 (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-
K for the year ended December 31, 2007).
Variation to Service Agreement between Ian Muress and Crawford & Company Adjusters (U.K.) Limited
dated as of December 1, 2006 (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report
on Form 10-K for the year ended December 31, 2007).
Terms of Employment Agreement between Ian Muress and the Registrant dated as of April 12, 2006
(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007).
Performance Share Unit Award Agreement between Ian Muress and the Registrant dated as of March 24,
2006 (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2007).
Terms of Employment Agreement between Emanuel V. Lauria and the Registrant, dated June 1, 2012
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012).
Terms of Employment Agreement between Vince E. Cole and the Registrant, dated June 4, 2012
(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012).
Amended and Restated Purchase and Sale Agreement, dated as of June 9, 2006 and effective as of June 12,
2006, between Registrant, Buckhead Trading & Investment Company, LLC, Richard Bowers & Co., Easlan
Capital of Atlanta, Inc., and Calloway Title and Escrow, L.L.C. (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16,
2006).
Lease Agreement, effective as of July 1, 2006, between Registrant and Hewlett-Packard Company
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 1, 2006).
Credit Agreement, dated as of December 8, 2011, among Crawford & Company, Crawford & Company Risk
Services Investments Limited, Crawford & Company (Canada) Inc. and Crawford & Company (Australia)
Pty. Ltd., as borrowers, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative
Agent, Australian Security Trustee, and UK Security Trustee for the lenders, Bank of America, N.A., as
Syndication Agent, RBS Citizens, N.A., as Documentation Agent, Wells Fargo Securities, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Lead Bookrunners
(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 12, 2011).
10.37
Pledge and Security Agreement, dated as of December 8, 2011, by Crawford & Company and certain of
Crawford & Company's subsidiaries in favor of Wells Fargo, as Administrative Agent (incorporated by
reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 12, 2011).
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Exhibit No.
Document
10.38
Guaranty Agreement, dated as of December 8, 2011, by Crawford & Company, certain of Crawford &
Company's subsidiaries and Wells Fargo, as Administrative Agent (incorporated by reference to Exhibit 10.3
10.39*
10.40
10.41
10.42
10.43
21.1
23.1
31.1
31.2
32.1
32.2
December 12, 2011).
Director Compensation Summary Term Sheet (incorporated by reference to Exhibit 10.37 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2013).
First Amendment to Credit Agreement, dated as of July 20, 2012, by and among Crawford & Company,
Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford &
Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National
Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2012).
Second Amendment to Credit Agreement, dated as of May 24, 2013, by and among Crawford & Company,
Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford &
Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National
Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2013).
Third Amendment to Credit Agreement, dated as of November 25, 2013, by and among Crawford &
Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc.,
Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank,
National Association, as administrative agent and a lender, and the other signatories party thereto
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 26, 2013).
Fourth Amendment to Credit Agreement, dated as of November 28, 2014, by and among Crawford &
Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc.,
Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank,
National Association, as administrative agent and a lender, and the other signatories party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 1, 2014).
Subsidiaries of Crawford & Company.
Consent of Independent Registered Public Accounting Firm.
Certification of the Chief Executive Officer pursuant to Rule 13a-19(a).
Certification of the Chief Financial Officer pursuant to Rule 13a-19(a).
Certification of the Chief Executive Officer pursuant to Section 1350.
Certification of the Chief Financial Officer pursuant to Section 1350.
_____________
*
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date
February 23, 2015
CRAWFORD & COMPANY
By
/s/ Jeffrey T. Bowman
JEFFREY T. BOWMAN, 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 the Registrant and in the capacities and on the dates indicated.
NAME AND TITLE
Date
February 23, 2015
/s/ Jeffrey T. Bowman
JEFFREY T. BOWMAN, President and Chief Executive Officer (Principal Executive
Officer) and Director
Date
February 23, 2015
/s/ W. Bruce Swain
W. BRUCE SWAIN, Executive Vice President-Finance (Principal Financial Officer)
Date
February 23, 2015
/s/ Dalerick M. Carden
DALERICK M. CARDEN, Senior Vice President and Controller (Principal Accounting
Officer)
Date
February 23, 2015
/s/ Harsha V. Agadi
HARSHA V. AGADI, Director
Date
February 23, 2015
/s/ P. George Benson
P. GEORGE BENSON, Director
Date
February 23, 2015
/s/ Jesse C. Crawford
JESSE C. CRAWFORD, Director
Date
February 23, 2015
/s/ Roger A. S. Day
ROGER A. S. DAY, Director
Date
February 23, 2015
/s/ James D. Edwards
JAMES D. EDWARDS, Director
Date
February 23, 2015
/s/ Russel L. Honoré
RUSSEL L. HONORÉ, Director
Date
February 23, 2015
/s/ Joia M. Johnson
JOIA M. JOHNSON, Director
Date
February 23, 2015
/s/ Charles H. Ogburn
CHARLES H. OGBURN, Director
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Exhibit No.
Description of Exhibit
EXHIBIT INDEX
21.1
23.1
31.1
31.2
32.1
32.2
Subsidiaries of Crawford & Company.
Consent of Independent Registered Public Accounting Firm.
Certification of the Chief Executive Officer pursuant to Rule 13a-19(a).
Certification of the Chief Financial Officer pursuant to Rule 13a-19(a).
Certification of the Chief Executive Officer pursuant to Section 1350.
Certification of the Chief Financial Officer pursuant to Section 1350.
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SUBSIDIARIES *
Subsidiary
Crawford & Company International, Inc.
Broadspire Services, Inc.
The Garden City Group, Inc.
Risk Sciences Group, Inc.
Crawford & Company Adjusters Limited
Crawford & Company Adjusters (UK) Limited
Crawford & Company (Canada), Inc.
Crawford & Company (Australia) Pty Limited
Crawford & Company EMEA/A-P Holdings Limited
Crawford & Company Financial Services Ltd.
Exhibit 21.1
Jurisdiction
in
Which Organized
Georgia
Delaware
Delaware
Delaware
England
England
Canada
Australia
United Kingdom
Cayman Islands
*
Excludes subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a significant
subsidiary for the year ended December 31, 2014.
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-02051) pertaining to the Crawford &
Company 1996 Employee Stock Purchase Plan,
(2) Registration Statement (Form S-8 No. 333-24425) pertaining to the Crawford &
Company 1997 Non-Employee Director Stock Option Plan,
(3) Registration Statement (Form S-8 No. 333-24427) pertaining to the Crawford &
Company 1997 Key Employee Stock Option Plan,
(4) Registration Statement (Form S-8 No. 333-43740) pertaining to the Crawford &
Company 1997 Key Employee Stock Option Plan,
(5) Registration Statement (Form S-8 No. 333-87465) pertaining to the Crawford &
Company U.K. Sharesave Scheme,
(6) Registration Statement (Form S-8 No. 333-125557) pertaining to the Crawford &
Company Executive Stock Bonus Plan,
(7) Registration Statement (Form S-8 No. 333-140310) pertaining to the Crawford &
Company U.K. Sharesave Scheme,
(8) Registration Statement (Form S-3/A No. 333-142569) pertaining to the registration
of common stock,
(9) Registration Statement (Form S-8 No. 333-157896) pertaining to the Crawford &
Company 2007 Non-Employee Director Stock Option Plan,
(10) Registration Statement (Form S-8 No. 333-161278) pertaining to the Crawford &
Company International Employee Stock Purchase Plan,
(11) Registration Statement (Form S-8 No. 333-161279) pertaining to the Crawford &
Company Non-Employee Director Stock Plan,
(12) Registration Statement (Form S-8 No. 333-161280) pertaining to the Crawford &
Company Executive Stock Bonus Plan,
(13) Registration Statement (Form S-8 No. 333-170344) pertaining to the Crawford &
Company 1996 Employee Stock Purchase Plan,
(14) Registration Statement (Form S-8 No. 333-190373) pertaining to the Crawford &
Company U.K. Sharesave Scheme, and
(15) Registration Statement (Form S-8 No. 333-199915) pertaining to the Crawford &
Company Executive Stock Bonus Plan;
of our reports dated February 23, 2015, with respect to the consolidated financial statements of
Crawford & Company and the effectiveness of internal control over financial reporting of Crawford
& Company included in this Annual Report (Form 10-K) for the year ended December 31, 2014.
Atlanta, Georgia
February 23, 2015
/s/ Ernst & Young LLP
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SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Jeffrey T. Bowman, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Crawford & Company;
Exhibit 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, 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;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 23, 2015
/s/ Jeffrey T. Bowman
Jeffrey T. Bowman
President and Chief Executive Officer
(Principal Executive Officer)
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SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Exhibit 31.2
I, W. Bruce Swain, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Crawford & Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, 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;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 23, 2015
/s/ W. Bruce Swain
W. Bruce Swain
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Crawford & Company (the “Company”) on Form 10-K for the period ended
December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T.
Bowman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 780(d)); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 23, 2015
/s/ Jeffrey T. Bowman
Jeffrey T. Bowman
President and Chief Executive Officer
(Principal Executive Officer)
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Crawford & Company (the “Company”) on Form 10-K for the period ended
December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Bruce
Swain, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 780(d)); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 23, 2015
/s/ W. Bruce Swain
W. Bruce Swain
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Corporate INFORMATION
CORPOR ATE HE ADQUARTERS
1001 Summit Boulevard
Atlanta, Georgia 30319
404.300.1000
INQUIRIES
Individuals seeking financial data should contact:
W. Bruce Swain, Jr.
Investor Relations
Chief Financial Officer
404.300.1051
FORM 10-K
A copy of the Company’s annual report on Form 10-K as filed with the
Securities and Exchange Commission is available without charge upon
request to:
Corporate Secretary
Crawford & Company
1001 Summit Boulevard
Atlanta, Georgia 30319
404.300.1021
Our Form 10-K is also available online at either
www.sec.gov or in the Investor Relations section at
www.crawfordandcompany.com
ANNUAL MEE TING
The Annual Meeting of shareholders will be held at 2:00 p.m. on May 12,
2015, at the corporate headquarters of
Crawford & Company
1001 Summit Boulevard
Atlanta, Georgia 30319
404.300.1000
COMPANY STOCK
Shares of the Company’s two classes of common stock are traded on the
NYSE under the symbols CRDA and CRDB, respectively. The Company's
two classes of stock are substantially identical, except with respect to
voting rights and the Company’s ability to pay greater cash dividends on
the non-voting Class A Common Stock than on the voting Class B Common
Stock, subject to certain limitations. In addition, with respect to mergers or
similar transactions, holders of Class A Common Stock must receive the
same type and amount of consideration as holders of Class B Common
Stock, unless different consideration is approved by the holders of
75 percent of the Class A Common Stock, voting as a class.
TR ANSFER AGENT
Wells Fargo Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854
1.800.468.9716
shareowneronline.com
INTERNE T ADDRESS
www.crawfordandcompany.com
CERTIFICATIONS
In 2014, Crawford & Company’s chief executive officer (CEO) provided to
the New York Stock Exchange the annual CEO certification regarding
Crawford’s compliance with the New York Stock Exchange’s corporate gov-
ernance listing standards. In addition, Crawford’s CEO and chief financial
officer filed with the U.S. Securities and Exchange Com mission all required
certifications regarding the quality of Crawford’s public disclosures in its
fiscal 2014 reports.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including statements
about the future financial condition, results of operations and earnings
outlook of Crawford & Company. State ments, both qualitative and
quantitative, that are not statements of historical fact may be “forward-
looking statements” as defined in the Private Securities Litigation Reform
Act of 1995 and other securities laws. Forward-looking statements involve
a number of risks and uncertainties that could cause actual results to differ
materially from historical experience or Crawford & Company's present
expectations. Accordingly, no one should place undue reliance on forward-
looking statements, which speak only as of the date on which they are
made. Crawford & Company does not undertake to update forward-looking
statements to reflect the impact of circumstances or events that may arise
or not arise after the date the forward-looking statements are made.
For further information regarding Crawford & Company, and the risks and
uncertainties involved in forward-looking statements, please read Crawford
& Company's reports filed with the SEC and available at www.sec.gov or
in the Investor Relations section of Crawford & Company’s website at
www.crawfordandcompany.com.
Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com
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B R O A D S P I R E ® | C O N T R A C T O R C O N N E C T I O N T M | E D U C A T I O N A L S E R V I C E S | G C G ® | G L O B A L T E C H N I C A L S E R V I C E S T M
P R O P E R T Y & C A S U A L T Y | R I S K S C I E N C E S G R O U P ® | S P E C I A L I S T L I A B I L I T Y S E R V I C E S T M
COMPANY PROFILE
Based in Atlanta, GA, Crawford & Company (www.crawfordandcompany.com) is the world’s largest independent provider of
claims management solutions to the risk management and insurance industry as well as self-insured entities, with an expansive
global network serving clients in more than 70 countries. The Crawford Solution™ offers comprehensive, integrated claims
services, business process outsourcing and consulting services for major product lines including property and casualty claims
management, workers compensation claims and medical management, and legal settlement administration. The Company’s
shares are traded on the NYSE under the symbols CRDA and CRDB.
Crawford & Company / 1001 Summit Boulevard, Atlanta, GA 30319 / An equal opportunity employer