Kemper
Annual Report 2017

Plain-text annual report

Kemper Corporation 2017 Annual Report Kemper at a Glance Kemper Corporation (NYSE: KMPR) is a leading multi-line insurance holding company providing home, auto, life and health products to serve the individual and business markets in the United States. Kemper markets to its customers through a network of independent agents, brokers and career agents. Financial Highlights Earned Premiums Adjusted Net Income $120.9 $85.7 $67.3 $2,350 $2,220 $2,009 Dollars in Millions Dollars in Millions 2015 2016 2017 2015 20161 2017 ¹Excludes $50.5 million after-tax charge from implementing voluntary use of death verification databases One-Year Total Shareholder Return KMPR S&P 1500 Insurance Composite 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% 3/31/17 6/30/17 9/30/17 12/31/17 To Our Shareholders, Kemper’s 2017 performance demonstrates we’ve made meaningful progress strengthening our franchise. We continue to leverage our competitive advantages while advancing and adding core capabilities to better serve our customers, shareholders, agents and employees. Our efforts over the past two years to dig in, unlock embedded value, and transform Kemper are driving both short-term results and long-term profitable growth. We’ve made significant progress on initiatives to enhance our core operations and financial foundation, and we’re seeing improved underlying operating performance. Our one-year total shareholder return of nearly 60 percent is an excellent measure of this progress. Joseph P. Lacher, Jr. Delivering Value Kemper is a strong brand, with a strong balance sheet and a strong capital position. We have a strategy that produces increasingly attractive returns for our shareholders, serves the needs of our customers, and enables our agents to succeed. We have a fully engaged team of talented professionals who are working tirelessly to deliver on our promises. We’ve added key leaders in all critical areas of the business, who are committed to enhancing our distribution networks, elevating our analytical capabilities, improving the customer experience, and growing the business. The team has been instrumental in shaping our strategy and delivering results. But a strategy is nothing without an emphasis on effective execution. Our dynamic, innovative team— from claims adjusters to senior leaders—was focused on improving execution in 2017 to enable near-term fixes and set the groundwork for lasting profitable growth. Our dynamic, innovative team—from claims adjusters to senior leaders—was focused on improving execution in 2017 to enable near-term fixes and set the groundwork for lasting profitable growth. Every employee across the enterprise is encouraged to act like an owner, and we’re replacing a culture of complacency with pervasive intellectual curiosity, analytic superiority, and the drive to be world class operators. We’re executing better to add value, and it’s evident in this year’s results. As promised, our actions to significantly improve the Nonstandard Auto business resulted in tangible progress towards profitable growth in 2017, outperforming market expectations. The Year in Review We had consistently strong underlying results in 2017 and increased adjusted earnings by nearly $54 million. As promised, our actions to significantly improve the Nonstandard Auto (NSA) business resulted in tangible progress towards profitable growth in 2017, outperforming market expectations. The business has grown into a mainstay for Kemper with solid quarter-after-quarter results. Earned premiums increased 16 percent to more than $950 million in 2017, with annualized net written premiums of nearly $1 billion. We’ve successfully restored profitability at our Alliance United business, and the long-term strategic value of this business remains compelling as we return the unit to its historical growth trend. The NSA business is well-positioned for future expansion, and we’ll continue to implement the initiatives we laid out in our strategy to focus on increasing market share and becoming a premier NSA franchise. Our performance indicates we’re well on our way. In our Preferred lines of business, elevated catastrophe losses of $174 million pretax drove results, particularly in Homeowners. We saw a high volume of storm activity in 2017, as well as the California wildfires in the last quarter. To mitigate the impact on Kemper’s financial profile during periods of elevated catastrophe losses, we put in place a new aggregate catastrophe reinsurance treaty for 2018, for higher frequency, lower severity storms. While we have experienced significant catastrophe losses over the last two years, we believe our long-term pricing expectations for the Preferred homeowners business are appropriate. Our new Kemper Prime product and enhanced sales and service technology platform was released in eight states in 2017, with the remaining to follow in 2018. A combined preferred auto and home product, Kemper Prime is designed to offer competitive pricing, enhanced marketability, and an improved customer experience by making it easier for our customers to do business with Kemper. In Preferred Auto—where we faced challenges from higher loss cost trends—initiatives designed to improve profitability favorably impacted the business. We made progress on implementing rate increase, claims and underwriting actions. Though the pressure will continue, we’re confident our initiatives will fully take hold and reposition the business for growth in 2018. Our Life and Health business remains a stable source of earnings and capital, with strong results in 2017. Fundamentals were solid and we saw consistent upturns in net income and earned premiums. Adjusted earnings rose $10 million in 2017 to $91 million. Investment management is a core expertise and area of strength for Kemper, and we outpaced our expectations in 2017. We manage a conservative, diversified and highly-rated portfolio that consistently performs well over time. We delivered $327 million in net investment income in 2017, a $29 million increase over 2016, with the higher returns driven by our diversified alternative investment portfolio. Our Life and Health business remains a stable source of earnings and capital, with strong results in 2017. We’re optimistic about our ability to achieve the strategy we’ve set forth to become a market leader. Looking Forward Kemper is dedicated to delivering outstanding results for all our stakeholders. For our customers, by earning and maintaining loyalty with competitive prices, products that match their unique and evolving needs, and service that meets their expectations. For our shareholders, by achieving fair returns and profitable growth. For our agents, to help elevate sales by offering a solid, ease-of use value proposition to our customers. And for our employees, by providing valuable opportunities for personal and professional development in a high-performing, rewards-driven culture. We’re optimistic about our ability to achieve the strategy we’ve set forth to become a market leader in empowering our customers to realize security by providing appropriate and affordable insurance and financial solutions. There’s more work to do to achieve target profitability and optimize growth across each of our businesses, and our accomplishments to date demonstrate we’re up to the task. As we transition from rebuilding to growing, our focus is on being thoughtful stewards of capital. Primarily, we’re dedicated to broad-based organic growth and investments in acquisitions that strategically enhance our business. We remain committed to returning capital to our shareholders through dividends and opportunistic share repurchases where appropriate, a critical element to ensure long-term value. Leveraging our competitive advantages while building core capabilities to ensure we maximize value is a priority. We’ll continue to make investments in our technology platforms to enable enhanced competitive differentiation that will meaningfully strengthen our franchise. We’re pleased with our progress in 2017 and motivated to make 2018 even better. I’d like to express my sincere gratitude to our leadership team, employees, agents and board of directors for their support as we collectively commit to succeed in building enduring value for Kemper. I’m honored to be part of the journey. Joseph P. Lacher, Jr. President and Chief Executive Officer Kemper Corporation UNITED STATTT ES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORTRR PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or TRANSITION REPORTRR PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-18298 Kemper Corporation pp pp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) One East Wacker Drive, Chicago, Illinois (Address of principal executive offices) 95-4255452 (I.R.S. Employer Identification No.) 60601 (Zip Code) (312) 661-4600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.10 par value per share 7.375% Subordinated Debentures due 2054 Name of each exchange on which g registered g New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None No No Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes 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 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Accelerated filer incorporated by No No ff Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes As of June 30, 2017, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2.0 billion based on the closing sale price as reported on the New York Stock Exchange. Solely for purposes of this calculation, all executive officers and directors of the registrant are considered affiliates. Registrant had 51,463,199 shares of common stock outstanding as of January 31, 2018. No Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2018 are incorporated by reference into Part III. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents a Caution Regarding Forward-Looking Statements ................................................................................................. Part I Business .............................................................................................................................................. Item 1. Item 1A. Risk Factors ........................................................................................................................................ Item 1B. Unresolved Staff Comments............................................................................................................... Properties ............................................................................................................................................ Item 2. Legal Proceedings............................................................................................................................... Item 3. Mine Safety Disclosures ..................................................................................................................... Item 4. Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................................................................................................. Selected Financial Data ...................................................................................................................... Item 6. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations............. Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................................................ Financial Statements and Supplementary Data .................................................................................. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............. Item 9. Item 9A. Controls and Procedures ..................................................................................................................... Item 9B. Other Information ............................................................................................................................... Part III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance ................................................................. Executive Compensation .................................................................................................................... Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................................................................................ Certain Relationships and Related Transactions, and Director Independence ................................... Principal Accounting Fees and Services............................................................................................. Part IV Item 15. Item 16. Exhibits, Financial Statement Schedules............................................................................................ Form 10-K Summary Exhibit Index.......................................................................................................................................................... Power of Attorney.................................................................................................................................................. Signatures............................................................................................................................................................... Financial Statement Schedules: 1 4 15 23 24 24 24 25 28 29 69 71 138 138 139 140 140 140 141 141 142 142 143 148 148 Schedule 1 - Investments Other than Investments in Related Parties............................................................... Schedule 2 - Parent Company Financial Statements ........................................................................................ Schedule 3 - Supplementary Insurance Information......................................................................................... Schedule 4 - Reinsurance Schedule .................................................................................................................. SCH I-1 SCH II-1 SCH III-1 SCH IV-1 Caution Regarding Forward-Looking Statements This 2017 Annual Report on Form 10-K (the “2017 Annual Report”), including, but not limited to, the accompanying consolidated financial statements of Kemper Corporation (“Kemper” or the “Registrant”) and its subsidiaries (individually and collectively referred to herein as the “Company”) and the notes thereto appearing in Item 8 herein (the “Consolidated Financial Statements”), the Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 7 herein (the “MD&A”) and the other Exhibits and Financial Statement Schedules filed as a part hereof or incorporated by reference herein, may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. The reader can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could” and other terms of similar meaning. Forward-looking statements, in particular, include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results. Any or all forward-looking statements may turn out to be wrong, and, accordingly, Kemper cautions readers not to place undue reliance on such statements. Kemper bases these statements on current expectations and the current economic environment as of the date of this 2017 Annual Report. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining the Company’s actual future results and financial condition. In addition to the factors discussed below under Item 1A., “Risk Factors,” in this 2017 Annual Report, the reader should consider the following list of general factors that, among others, could cause the Company’s actual results and financial condition to differ materially from estimated results and financial condition. Factors related to the legal and regulatory environment in which Kemper p g g y and its subsidiaries operate p • • • • Evolving practices and interpretations by regulators and courts that increase operating costs and potential liabilities, particularly any that involve retroactive application of new requirements, including, but not limited to, state initiatives related to unclaimed property laws or claims handling practices with respect to life insurance policies and the proactive use of death verification databases; Adverse outcomes in litigation or other legal or regulatory proceedings involving Kemper or its subsidiaries or affiliates; Governmental actions, including, but not limited to, implementation of new federal and state laws and regulations, and court decisions interpreting existing laws and regulations or policy provisions; Uncertainties related to regulatory approval of insurance rates, policy forms, insurance products, license applications, dividends from insurance subsidiaries, acquisitions of businesses and other matters within the purview of state insurance regulators; Factors relating tog insurance claims and related reserves in the Companyp y’s insurance businesses • • • • • • The incidence, frequency and severity of catastrophes occurring in any particular reporting period or geographic area, including natural disasters, pandemics and terrorist attacks or other man-made events; The number and severity of insurance claims (including those associated with catastrophe losses); Changes in facts and circumstances affecting assumptions used in determining loss and loss adjustment expenses (“LAE”) reserves, including, but not limited to, the number and severity of insurance claims, changes in claims handling procedures and closure patterns and development patterns; The impact of inflation on insurance claims, including, but not limited to, the effects on personal injury claims of increasing medical costs and the effects on property claims attributed to scarcity of resources available to rebuild damaged structures, including labor and materials and the amount of salvage value recovered for damaged property; Developments related to insurance policy claims and coverage issues, including, but not limited to, interpretations or decisions by courts or regulators that may govern or influence losses incurred in connection with hurricanes and other catastrophes; Orders, interpretations or other actions by regulators that impact the reporting, adjustment and payment of claims; 1 • Changes in the pricing or availability of reinsurance, or in the financial condition of reinsurers and amounts recoverable therefrom; Factors related to the Companyp y’s ability toy competep • • • • • • Changes in the ratings by rating agencies of Kemper and/or its insurance company subsidiaries with regard to credit, financial strength, claims paying ability and other areas on which the Company is rated; The level of success and costs incurred in realizing or maintaining economies of scale, integrating acquired businesses and implementing significant business initiatives, including, but not limited to, those related to expense and claims savings, consolidations, reorganizations and technology; Absolute and relative performance of the Company’s products and services, including, but not limited to, the level of success achieved in designing and introducing new insurance products; The ability of the Company to maintain the availability of critical systems and manage technology initiatives cost- effectively to address insurance industry developments and regulatory requirements; Heightened competition, including, with respect to pricing, consolidations of existing competitors or entry of new competitors and alternate distribution channels, introduction of new technologies, emergence of telematics, refinements of existing products and development of new products by current or future competitors; Expected benefits and synergies from mergers, acquisitions and/or divestitures that may not be realized to the extent anticipated, within expected time frames or at all, due to a number of factors including, but not limited to, the loss of key agents/brokers, customers or employees, increased costs, fees, expenses and related charges and delays caused by factors outside of the Company’s control; Factors relating tog the business environment in which Kemper and its subsidiaries operate p p • • • • • • • • • Changes in general economic conditions, including, but not limited to, performance of financial markets, interest rates, inflation, unemployment rates and fluctuating values of particular investments held by the Company; Absolute and relative performance of investments held by the Company; Changes in insurance industry trends and significant industry developments; Changes in consumer trends and significant consumer or product developments; Changes in capital requirements, including the calculations thereof, used by regulators and rating agencies; Regulatory, accounting or tax changes that may affect the cost of, or demand for, the Company’s products or services or after-tax returns from the Company’s investments; The impact of required participation in windpools and joint underwriting associations, residual market assessments and assessments for insurance industry insolvencies; Changes in distribution channels, methods or costs resulting from changes in laws or regulations, lawsuits or market forces; Increased costs and risks related to cybersecurity and information technology, including, but not limited to, identity theft, data breaches and system disruptions affecting services and actions taken to minimize the risks thereof; and Factors Relating tog the Proposed p Acqquisition of Infinity Property and Casualty Corporation ( y p y y p (“Infinityy”)) • • • • • The satisfaction of the conditions precedent to the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals (including approvals, authorizations and clearance by antitrust authorities and insurance regulators necessary to complete such proposed merger transaction) on the terms desired or anticipated (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of such proposed merger transaction); Unanticipated difficulties or expenditures relating to such proposed merger transaction; Risks relating to the value of Kemper common stock to be issued in the proposed transaction; Disruptions of Kemper’s and Infinity’s current plans, operations and relationships with third persons caused by the announcement and pendency of such proposed merger transaction, including, without limitation, the ability of the combined company to hire and retain any personnel; and Legal proceedings that may be instituted against Kemper and Infinity following announcement of such proposed merger transaction. 2 Other risks and uncertainties described from time to time in Kemperp ’s filings with Commission ((“SEC”).) g the U.S. Securities and Exchangeg Kemper cannot provide any assurances that the results contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable or that future events or developments will not cause such statements to be inaccurate. Kemper assumes no obligation to correct or update any forward-looking statements publicly for any changes in events or developments or in the Company’s expectations or results subsequent to the date of this 2017 Annual Report. Kemper advises the reader, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC. 3 Item 1. Business. PART I Kemper is a diversified insurance holding company, with subsidiaries that provide automobile, homeowners, life, health, and other insurance products to individuals and businesses. Kemper’s annual reports on Form 10-K, quarterly reports on Form 10 Q, current reports on Form 8-K and amendments thereto are accessible free of charge through Kemper’s website, kemper.com, and as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. (a) GENERAL DEVELOPMENT OF BUSINESS Registrant is a holding company incorporated under the laws of the State of Delaware in 1990, with equity securities traded on the New York Stock Exchange (the “NYSE”). On August 25, 2011, Registrant adopted its current name, Kemper Corporation, and changed its NYSE ticker symbol to KMPR. Prior to the name change, the Registrant was known as Unitrin, Inc. and traded under the NYSE ticker symbol UTR. y Pending Acquisition of Infinity g q On February 13, 2018, Kemper and Infinity announced that they had entered into an Agreement and Plan of Merger (the “Infinity Merger Agreement”), by and among Kemper, Vulcan Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Kemper (“Kemper Merger Sub”), and Infinity, under which Kemper will acquire Infinity in a cash and stock transaction. Pursuant to the Infinity Merger Agreement, Kemper Merger Sub will merge with and into Infinity, with Infinity surviving as a wholly owned subsidiary of Kemper (the “Infinity Merger”). The Infinity Merger is expected to close in the third quarter of 2018, subject to the satisfaction or waiver of applicable closing conditions, including the approval of shareholders of both companies and receipt of required regulatory clearances and approvals. Additional information pertaining to the Infinity Merger and the Infinity Merger Agreement is contained in Item 1A., “Risk Factors” and Note 26, “Subsequent Events,” to the Consolidated Financial Statements appearing in Item 8 of Part II of this 2017 Annual Report and our current report on Form 8- K filed with the SEC on the date hereof and subsequent filings with the SEC. (b) BUSINESS SEGMENT FINANCIAL DATA Financial information about Kemper’s business segments for the years ended December 31, 2017, 2016 and 2015 is contained in the following sections of this 2017 Annual Report and is incorporated herein by reference: (i) Note 18, “Business Segments,” to the Consolidated Financial Statements and (ii) MD&A. (c) DESCRIPTION OF BUSINESS The Company is engaged, through its subsidiaries, in the property and casualty insurance and life and health insurance businesses. The Company conducts its operations through two operating segments: Property & Casualty Insurance and Life & Health Insurance. The Company conducts its operations solely in the United States. Kemper’s subsidiaries employ approximately 5,550 full-time associates supporting their operations, of which approximately 1,850 are employed in the Property & Casualty Insurance segment, approximately 3,200 are employed in the Life & Health Insurance segment and the remainder are employed in various corporate and other staff and shared functions. 4 General Property and Casualty Insurance Business The Property & Casualty Insurance segment provides automobile, homeowners, renters, fire, umbrella and other types of property and casualty insurance to individuals and commercial automobile insurance to businesses. Property insurance indemnifies an insured with an interest in physical property for loss of, or damage to, such property. Casualty insurance primarily covers liability for damage to property of, or injury to, a person or entity other than the insured. In most cases, casualty insurance also obligates the insurance company to provide a defense for the insured in litigation arising out of events covered by the policy. The Property & Casualty Insurance segment distributes its products primarily through independent agents and brokers who are paid commissions for their services. In addition, the Life & Health Insurance segment’s career agents also sell contents coverage for personal property to its customers. Earned premiums from automobile insurance accounted for 61%, 58% and 54% of the Company’s consolidated insurance premiums earned in 2017, 2016 and 2015, respectively. Revenues from automobile insurance accounted for 55%, 53% and 48% of Kemper’s consolidated revenues from continuing operations in 2017, 2016 and 2015, respectively. Automobile insurance products include personal automobile insurance, ranging from preferred to nonstandard risks, and commercial automobile insurance. Nonstandard personal automobile insurance policyholders tend to have difficulty obtaining standard or preferred risk insurance, usually because of their driving records, claims experience or premium payment history. Homeowners insurance accounted for 11%, 12% and 14% of the Company’s consolidated insurance premiums earned in 2017, 2016 and 2015, respectively. Homeowners insurance accounted for 11%, 12% and 13% of the Company’s consolidated revenues from continuing operations in 2017, 2016 and 2015, respectively. The Property & Casualty Insurance segment is headquartered in Chicago, Illinois, and conducts business in more than 40 states and the District of Columbia. The segment’s insurance products are offered by approximately 16,500 independent insurance agents and brokers. As shown in the following table, five states provided 80% of the segment’s premium revenues in 2017. State California .................................................................................................................................................................... Texas ........................................................................................................................................................................... New York .................................................................................................................................................................... North Carolina............................................................................................................................................................. Oregon......................................................................................................................................................................... Percentage of Total Premiums 55% 11 8 4 2 Property and Casualty Loss and Loss Adjustment Expense Reserves The Company’s reserves for losses and LAE for property and casualty insurance (“Property and Casualty Insurance Reserves”) are reported using the Company’s estimate of its ultimate liability for losses and LAE for claims that occurred prior to the end of any given accounting period but have not yet been paid. Property and Casualty Insurance Reserves by business segment at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Business Segments: 2017 2016 Property & Casualty Insurance ............................................................................................................ Life & Health Insurance ....................................................................................................................... Total Business Segments........................................................................................................................... Discontinued Operations........................................................................................................................... Unallocated Reserves ................................................................................................................................ Total Property and Casualty Insurance Reserves ...................................................................................... $ 976.3 4.1 980.4 33.1 3.3 $ 1,016.8 $ $ 884.1 4.5 888.6 38.6 4.2 931.4 In estimating the Company’s Property and Casualty Insurance Reserves, the Company’s actuaries exercise professional judgment and must consider, and are influenced by, many variables that are difficult to quantify. Accordingly, the process of estimating and establishing the Company’s Property and Casualty Insurance Reserves is inherently uncertain and the actual ff 5 ultimate net cost of claims may vary materially from the estimated amounts reserved. The reserving process is particularly imprecise for claims involving asbestos, environmental matters, construction defect and other emerging and/or long-tailed exposures that may not be discovered or reported until years after the insurance policy period has ended. Property and Casualty Insurance Reserves related to the Company’s Discontinued Operations are predominantly long-tailed exposures, of which $16.3 million was related to asbestos, environmental matters and construction defect exposures at December 31, 2017. See MD&A, “Critical Accounting Estimates,” under the caption “Property and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses” beginning on page 64 for a discussion of the Company’s reserving process and the factors considered by the Company’s actuaries in estimating the Company’s Property and Casualty Insurance Reserves. The Company’s goal is to ensure that its total reserves for property and casualty insurance losses and LAE are adequate to cover all costs, while minimizing variation from the time reserves for losses and LAE are initially estimated until losses and LAE are fully developed. Changes in the Company’s estimates of these losses and LAE, also referred to as “development,” will occur over time and may be material. Favorable development is recognized and reported in the Consolidated Financial Statements when the Company decreases its previous estimate of ultimate losses and LAE and results in an increase in net income in the period recognized, whereas adverse development is recognized and reported in the Consolidated Financial Statements when the Company increases its previous estimate of ultimate losses and LAE and results in a decrease in net income. Development of property and casualty insurance losses and LAE from prior accident years for each of the Company’s continuing business segments and discontinued operations in 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Continuing Operations: Favorable (Adverse) Development 2017 2016 2015 Property & Casualty Insurance......................................................................................... Life & Health Insurance ................................................................................................... Total Favorable (Adverse) Development from Continuing Operations, Net ........................ Discontinued Operations ....................................................................................................... Total Favorable (Adverse) Development, Net....................................................................... $ $ (19.5) $ (0.9) (20.4) 1.5 (18.9) $ 14.3 0.1 14.4 6.3 20.7 $ $ 12.9 (1.4) 11.5 8.6 20.1 See MD&A, “Loss and LAE Reserve Development,” “Property & Casualty Insurance,” and “Life & Health Insurance,” for the impact of development on the results reported by the Company’s business segments. Also see MD&A, “Critical Accounting Estimates,” under the caption “Property and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses” beginning on page 64 for additional information about the Company’s reserving practices. See Note 6, “Property and Casualty Insurance Reserves,” to the Consolidated Financial Statements for information about incurred and paid claims development for the 2013-2016 accident years as of December 31, 2017, net of reinsurance and indemnification, as well as cumulative claim frequency and the total of incurred but not reported (“IBNR”) liabilities, including expected development on reported claims included within the net incurred losses and allocated LAE amounts as of December 31, 2017. See Note 6, “Property and Casualty Insurance Reserves,” to the Consolidated Financial Statements for a tabular reconciliation of the three most recent annual periods setting forth the Company’s Property and Casualty Insurance Reserves as of the beginning of each year, incurred losses and LAE for insured events of the current year, changes in incurred losses and LAE for insured events of prior years, payments of losses and LAE for insured events of the current year, payments of losses and LAE for insured events of prior years and the Company’s Property and Casualty Insurance Reserves at the end of LAE for insured events of prior the year and additional information regarding the nature of adjustments to incurred losses and years. ff Catastrophe Losses Catastrophes and natural disasters are inherent risks of the property and casualty insurance business. These catastrophic events and natural disasters include, without limitation, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, high winds and winter storms. Such events result in insured losses that are, and are expected to be, a material factor in the results of operations and financial position of Kemper’s property and casualty insurance companies. Further, because the level of insured losses that could occur in any one year cannot be accurately predicted, these losses contribute to material year-to-year fluctuations in the results of operations and financial position of these companies. Specific types of catastrophic events are more likely to occur at certain times within the year than others. This factor adds an element of seasonality to property and casualty insurance claims. The occurrence and severity of catastrophic events cannot be accurately predicted in any year. However, some geographic locations are more susceptible to these events than others. The Company has endeavored to manage its direct insurance exposures in certain regions that are prone to naturally occurring catastrophic events through a combination of geographic 6 diversification, restrictions on the amount and location of new business production in such regions, modifications of, and/or limitations to coverages and deductibles for certain perils in such regions and reinsurance. The Company has adopted the industry-wide catastrophe classifications of storms and other events promulgated by Insurance Services Office, Inc. (“ISO”) to track and report losses related to catastrophes. ISO classifies a disaster as a catastrophe when the event causes $25 million or more in direct insured losses to property and affects a significant number of policyholders and insurers. ISO-classified catastrophes are assigned a unique serial number recognized throughout the insurance industry. The discussions throughout this 2017 Annual Report utilize ISO’s definition of catastrophes. The process of estimating and establishing reserves for catastrophe losses is inherently uncertain and the actual ultimate cost of a claim, net of reinsurance recoveries, may vary materially from the estimated amount reserved. See Item 1A., “Risk Factors,” under the caption “Catastrophe losses could materially and adversely affect the Company’s results of operations, liquidity and/ or financial condition” for a discussion of catastrophe risk. See Note 20, “Catastrophe Reinsurance,” to the Consolidated Financial Statements for a discussion of the factors that influence the process of estimating and establishing reserves for catastrophes. ff Reinsurance The Company manages its exposure to catastrophes and other natural disasters through a combination of geographical diversification, restrictions on the amount and location of new business production in such regions, modifications of, and/or limitations to coverages and deductibles for certain perils in such regions and reinsurance. To limit its exposures to catastrophic events, the Company maintains a catastrophe reinsurance program for the Property & Casualty Insurance segment. Coverage for the catastrophe reinsurance program is provided in various layers and reinsurance contracts. Additionally, for 2018, the Company has entered into an aggregate excess property catastrophe reinsurance contract (the “2018 Aggregate Catastrophe Reinsurance Contract”) for the Property & Casualty Insurance segment. The Property & Casualty Insurance segment and the Life & Health Insurance segment also purchase reinsurance from the Florida Hurricane Catastrophe Fund (the “FHCF”) for hurricane losses in Florida at retentions lower than those described below for the Company’s catastrophe reinsurance program. ff in the three-year period, and participation of each reinsurer remains the same Coverage for the Property & Casualty Insurance segment’s catastrophe reinsurance program for 2018 is provided by three multi-year excess of loss reinsurance contracts and an annual aggregate excess of loss reinsurance contract. The first reinsurance contract provides coverage over the three-year period of January 1, 2016 through December 31, 2018 (the “2016 Reinsurance Contract”). The 2016 Reinsurance Contract provides coverage in two layers, which together provide coverage for losses on individual catastrophes of $300 million in excess of $50 million. Under the 2016 Reinsurance Contract, the percentage of coverage is 31.66% for each year over the entire three-year period. Accordingly, the 2016 Reinsurance Contract provides coverage for 31.66% of losses on individual catastrophes of $300 million in excess of $50 million in 2018. The second reinsurance contract provides coverage over the three-year period of January 1, 2017 through December 31, 2019 (the “2017 Reinsurance Contract”). The 2017 Reinsurance Contract provides coverage in two layers, which together provide coverage for losses on individual catastrophes of $200 million in excess of $50 million, a $100 million reduction in the coverage for losses on individual catastrophes in excess of $50 million provided under the 2016 Reinsurance Contract. Under the 2017 Reinsurance Contract, the percentage of coverage is 31.66% for each year in the three-year period, and participation of each reinsurer remains the same over the entire three-year period. Accordingly, the 2017 Reinsurance Contract provides coverage for 31.66% of losses on individual catastrophes of $200 million in excess of $50 million in 2018. The third reinsurance contract provides coverage over the three- year period of January 1, 2018 through December 31, 2020 (the “2018 Reinsurance Contract”). The 2018 Reinsurance Contract provides coverage in two layers, which together provide coverage for losses on individual catastrophes of $200 million in excess of $50 million, which is consistent with the coverage provided under the 2017 Reinsurance Contract. Under the 2018 Reinsurance Contract, the percentage of coverage is 31.66% for each year in the three-year period, and participation of each reinsurer remains the same over the entire three-year period. Accordingly, the 2018 Reinsurance Contract provides coverage for 31.66% of losses on individual catastrophes of $200 million in excess of $50 million in 2018. 7 Coverage on individual catastrophes provided under the three multi-year excess of loss reinsurance contracts for 2018 (January 1, 2018 to December 31, 2018) is provided in various layers as summarized below. DOLLARS IN MILLIONS Retained........................................................................................................................ $ 1st Layer of Coverage (Combination of 2018, 2017 and 2016 Reinsurance Contracts) ..................................................................................................................... 2nd Layer of Coverage (Combination of 2018 and 2017 Reinsurance Contracts) ...... 2nd Layer of Coverage (2016 Reinsurance Contract).................................................. Catastrophe Losses and LAE In Excess of Up to Combined Percentage of Coverage — $ 50.0 —% 50.0 150.0 150.0 150.0 250.0 350.0 95.0 63.3 31.7 The estimated annual premium in 2018 for the three multi-year excess of loss reinsurance contracts presented in the preceding table is $10.7 million. In the event that the Company’s incurred catastrophe losses and LAE covered by its catastrophe reinsurance program exceed the retention for a particular layer, the program allows for one reinstatement of such coverage. In such an instance, the Company is required to pay a reinstatement premium to the reinsurers to reinstate the full amount of the limit available under such layer. The reinstatement premium for the first layer of coverage is a percentage of the full original premium based on the ratio of the losses in excess of the Company’s retention to the reinsurers’ coverage limit. The reinstatement premium for the second layer of coverage is a percentage of half the original premium based on the ratio of the losses in excess of the Company’s retention to the reinsurers’ coverage limit. The 2018 Aggregate Catastrophe Reinsurance Contract is effective for the period of January 1, 2018 through December 31, 2018 and provides coverage for accumulated catastrophe losses of $50 million in excess of $60 million on losses arising out of one or more of the following perils from storms or storm systems that are not named storms: (1) windstorm; (2) hail; (3) tornado and (4) fire; including ensuing collapse and water damage. Coverage provided under the 2018 Aggregate Catastrophe Reinsurance Contract (January 1, 2018 to December 31, 2018) is summarized below. DOLLARS IN MILLIONS Retained.................................................................................................................................................. Coverage................................................................................................................................................. Aggregate Catastrophe Losses and LAE In Excess of $ — $ 60.0 Up to 60.0 110.0 The estimated annual premium for the 2018 Aggregate Catastrophe Reinsurance Contract is $9.0 million. The coverage presented in the preceding tables differs from the coverage provided in 2017. See Note 20, “Catastrophe Reinsurance,” to the Consolidated Financial Statements for information pertaining to the catastrophe reinsurance program for the Property & Casualty Insurance segment for 2017. To maintain the same level and percentage of coverage in subsequent years as provided by the catastrophe reinsurance program in 2018, the Property & Casualty Insurance segment will need to purchase additional reinsurance in the future for the portion of coverage expiring at the end of 2018, 2019 and 2020. In addition to the catastrophe loss exposures caused by natural events described above, Kemper’s property and casualty insurance companies are exposed to losses from catastrophic events that are not the result of acts of nature, such as acts of terrorism, the nature, occurrence and severity of which in any period cannot be accurately predicted. The companies have reinsurance coverage to address certain exposures to potential future terrorist attacks. The reinsurance coverage for certified events, as designated by the federal government, is from the Terrorist Risk Insurance Act and the coverage for non-certified events is available in the catastrophe reinsurance program for Kemper’s Property & Casualty Insurance segment. However, certain perils, such as biological, chemical, nuclear pollution or contamination, are excluded from the reinsurance coverage for non-certified events. In addition to the catastrophe reinsurance programs described above, Kemper’s property and casualty insurance companies utilize other reinsurance arrangements to limit their maximum loss, provide greater diversification of risk and minimize exposures on larger risks. Under the various reinsurance arrangements, Kemper’s property and casualty insurance companies are indemnified by reinsurers for certain losses incurred under insurance policies issued by the reinsurers. As indemnity reinsurance does not discharge an insurer from its direct obligations to policyholders on risks insured, Kemper’s property and casualty insurance 8 companies remain directly liable. However, provided that the reinsurers meet their obligations, the net liability for Kemper’s property and casualty insurance companies is limited to the amount of risk that they retain. Kemper’s property and casualty insurance companies purchase their reinsurance only from reinsurers rated “A-” or better by A. M. Best Co., Inc. (“A.M. Best”), at the time of purchase. A.M. Best is an organization that specializes in rating insurance and reinsurance companies. For further discussion of the reinsurance programs, see Note 20, “Catastrophe Reinsurance,” and Note 21, “Other Reinsurance,” to the Consolidated Financial Statements. Pricing Pricing levels for property and casualty insurance products are influenced by many factors, including the frequency and severity of claims, state regulation and legislation, competition, general business and economic conditions, including market rates of interest, inflation, expense levels, and judicial decisions. In addition, many state regulators require consideration of investment income when approving or setting rates, which could reduce underwriting margins. See MD&A under the caption “Property & Casualty Insurance.” ff Competition Based on the most recent annual data published by A.M. Best, as of the end of 2016, there were 1,186 property and casualty insurance groups in the United States. Kemper’s property and casualty group was among the top 9% of property and casualty insurance groups in the United States as measured by net written premiums, policyholders’ surplus and admitted assets in 2016. Among all personal lines automobile insurance writers, Kemper’s property and casualty group was the 21st largest writer as measured by net written premiums in 2016. Rankings by admitted assets, net premiums written and capital and surplus were: Measurement Net Admitted Assets .............................................................................................................................. Net Written Premiums ........................................................................................................................... Capital and Surplus................................................................................................................................ Ordinal Percentile Rank Rank 85 51 97 92% 95 91 In 2016, the U.S. property and casualty insurance industry’s estimated net premiums written were $538 billion, of which nearly 80% were accounted for by the top 50 groups of property and casualty insurance companies. Kemper’s property and casualty insurance companies wrote less than 1% of the industry’s 2016 premium volume. The property and casualty insurance industry is highly competitive, particularly with respect to personal automobile insurance. Kemper’s property and casualty insurance companies compete on the basis of, among other measures, (i) using suitable pricing segmentation, (ii) maintaining underwriting discipline, (iii) settling claims timely and efficiently, (iv) offering products in selected markets or geographies, (v) utilizing technological innovations for the marketing and sale of insurance, (vi) controlling expenses, (vii) maintaining adequate ratings from A.M. Best and other ratings agencies and (viii) providing quality services to independent agents and policyholders. See Item 1A., “Risk Factors,” under the caption “The insurance industry is highly competitive, making it difficult to grow profitability and within expectations of investors.” ff Life and Health Insurance Business The Company’s Life & Health Insurance segment consists of Kemper’s wholly-owned subsidiaries, United Insurance Company of America (“United Insurance”), The Reliable Life Insurance Company (“Reliable”), Union National Life Insurance Company (“Union National Life”), Mutual Savings Life Insurance Company (“Mutual Savings Life”), United Casualty Insurance Company of America (“United Casualty”), Union National Fire Insurance Company (“Union National Fire”), Mutual Savings Fire Insurance Company (“Mutual Savings Fire”) and Reserve National Insurance Company (“Reserve National”). As discussed below, United Insurance, Reliable, Union National Life, Mutual Savings Life, United Casualty, Union National Fire and Mutual Savings Fire (the “Kemper Home Service Companies”) distribute their products through a network of employee, or “career” agents. Reserve National distributes its products through a network of independent agents and brokers. These career agents, independent agents and brokers are paid commissions for their services. Earned premiums from life insurance accounted for 16%, 17% and 19% of the Company’s consolidated insurance premiums earned in 2017, 2016 and 2015, respectively. Revenues from life insurance accounted for 22%, 23% and 25% of the Company’s consolidated revenues from continuing operations in 2017, 2016 and 2015, respectively. 9 As shown in the following table, five states provided 51% of the premium revenues in this segment in 2017. State Texas ........................................................................................................................................................................... Louisiana ..................................................................................................................................................................... Alabama ...................................................................................................................................................................... Mississippi .................................................................................................................................................................. Florida ......................................................................................................................................................................... Percentage of Total Premiums 22% 11 7 6 5 Kemper Home Service Companies The Kemper Home Service Companies, based in St. Louis, Missouri, focus on providing individual life and supplemental accident and health insurance products to customers of modest incomes who desire basic protection for themselves and their families. Their leading product is ordinary life insurance, including permanent and term insurance. Face amounts of these policies are lower than those of policies typically sold to higher income customers by other companies in the life insurance industry. Approximately 75% of the Life & Health Insurance segment’s premium revenues are generated by the Kemper Home Service Companies. The Kemper Home Service Companies employ nearly 2,200 career agents to distribute insurance products in 25 states and the District of Columbia. These career agents are full-time employees who call on customers in their homes to sell insurance products, provide services related to policies in force and collect premiums, typically monthly. Premiums average approximately $22 per policy per month with an average face value of $5,700. Permanent and term policies are offered primarily on a non-participating, guaranteed-cost basis. These career agents also distribute and/or service certain property insurance products for the Kemper Home Service Companies. Reserve National Reserve National, based in Oklahoma City, Oklahoma, is licensed in 49 states and the District of Columbia. The Company has traditionally specialized in the sale of individual Medicare Supplement insurance and limited health insurance coverages, such as fixed indemnity, specified disease, and accident-only plans, primarily to individuals in rural areas who often do not have access to a broad array of accident and health insurance products. The Company’s insurance products can be tailored to meet individual and family needs. Reserve National’s traditional distribution channel consists of approximately 500 independent agents. Reserve National began expanding its distribution channels during 2013 by launching two marketing channel initiatives — Kemper Senior Solutions and Kemper Benefits. Kemper Senior Solutions markets life insurance and home health care products focusing on the individual, senior-age demographic of the market place. Kemper Benefits sells voluntary products in the employer market place. Brokers and non-exclusive independent agents are utilized to market and distribute products in these new distribution channels. Reserve National currently has approximately 4,300 independent agents appointed in connection with these initiatives. Reinsurance Consistent with insurance industry practice, the Company’s life and health insurance subsidiaries utilize reinsurance arrangements to limit their maximum loss, provide greater diversification of risk and minimize exposures on larger risks. As the face amounts of the Company’s issued policies are relatively small, the ceded risks and corresponding premiums are also relatively small, particularly when compared to other companies in the industry. The segment is also exposed to losses from catastrophes arising from insurance policies distributed by career agents of the Kemper Home Service Companies. Over the last several years, the Kemper Home Service Companies have been intentionally reducing their exposure to catastrophic events through the run-off of their dwelling insurance business. Accordingly, except for reinsurance provided by the FHCF for catastrophe losses in Florida, the Kemper Home Service Companies do not carry any other catastrophe reinsurance coverage. 10 Lapse Ratio The lapse ratio is a measure of a life insurer’s loss of in-force policies. For a given year, this ratio is commonly computed as the total face amount of individual life insurance policies lapsed, surrendered, expired and decreased during such year, less policies increased and revived during such year, divided by the total face amount of policies at the beginning of the year plus the face amount of policies issued and reinsurance assumed in the prior year. The Life & Health Insurance segment’s lapse ratio for individual life insurance was 6% in 2017, 2016 and 2015. The customer base served by the Kemper Home Service Companies and competing life insurance companies tends to have a higher incidence of lapse than other demographic segments of the population. Thus, to maintain or increase the level of its business, the Kemper Home Service Companies must write a high volume of new policies. Pricing Premiums for life and health insurance products are based on assumptions with respect to mortality, morbidity, investment yields, expenses, and lapses and are also affected by state laws and regulations, as well as competition. Pricing assumptions are based on the experience of Kemper’s life and health insurance subsidiaries, as well as the industry in general, depending on the factor being considered. The actual profit or loss produced by a product will vary from the anticipated profit if the actual experience differs from the assumptions used in pricing the product. Premiums for policies sold by the Kemper Home Service Companies are set at levels designed to cover the relatively high cost of “in-home” servicing of such policies. As a result, Kemper Home Service Companies’ premiums have a higher expense load than the life insurance industry average. Premiums for Medicare supplement and other accident and health policies must take into account the rising costs of medical care. The annual rate of medical cost inflation has historically been higher than the general rate of inflation, necessitating frequent rate increases, most of which are subject to approval by state regulators. ff Competition Based on the most recent data published by A.M. Best, as of the end of 2016, there were 428 life and health insurance company groups in the United States. The Company’s Life & Health Insurance segment ranked in the top 23% of life and health insurance company groups, as measured by admitted assets, net premiums written and capital and surplus. Rankings by admitted assets, net premiums written and capital and surplus were: Measurement Net Admitted Assets .............................................................................................................................. Net Written Premiums ........................................................................................................................... Capital and Surplus................................................................................................................................ Ordinal Percentile Rank Rank 89 87 96 79% 79 77 Kemper’s life and health insurance subsidiaries generally compete by using appropriate pricing, offering products to selected markets or geographies, controlling expenses, maintaining adequate ratings from A.M. Best and providing competitive services to agents and policyholders. Investments The quality, nature and amount of the various types of investments that can be made by insurance companies are regulated by state laws. Depending on the state, these laws permit investments in qualified assets, including, but not limited to, municipal, state and federal government obligations, corporate bonds, real estate, preferred and common stocks, investment partnerships, limited liability investment companies and limited partnerships. In addition, the quality, nature and amount of the various types of investments held by Kemper’s insurance subsidiaries affecff agencies in determining required capital. See “Regulation” immediately following this subsection and Item 1A., “Risk Factors,” under the caption “The Company’s investment portfolio is exposed to a variety of risks that may negatively impact net investment income and cause realized and unrealized losses.” t the amount of asset risk calculated by regulators and rating The Company employs a total return investment strategy, with an emphasis on yield, while maintaining liquidity to meet both its short- and medium-term insurance obligations. See the discussions of the Company’s investments under the headings “Investment Results,” “Investment Quality and Concentrations,” “Investments in Limited Liability Companies and Limited 11 Partnerships,” “Liquidity and Capital Resources” and “Critical Accounting Estimates,” in the MD&A, “Quantitative and Qualitative Disclosures about Market Risk,” in Item 7A and Note 4, “Investments,” Note 13, “Income from Investments,” and Note 22, “Fair Value Measurements,” to the Consolidated Financial Statements. Overview of State Regulation Regulation Kemper’s insurance subsidiaries are subject to extensive regulation, but not exclusively, at the state level. Such regulation pertains to a variety of matters, including, but not limited to, policy forms, rate setting, licensing to transact business, market conduct, trade practices, underwriting standards, claims practices, transactions with affiliates, payment of dividends, nature and amount of investments, solvency, reserve adequacy, statutory accounting methods, risk management and corporate governance. In addition, insurance regulatory authorities perform periodic examinations of an insurer’s financial condition, market conduct activities and other affairs. Some of these matters are discussed in more detail below. ff Approval of Policy Rates and Forms The majority of Kemper’s insurance operations are in states requiring prior approval by regulators before proposed policy or coverage forms and rates for property, casualty, or health insurance policies may be implemented and used. The Company’s ability to respond to market developments or increased costs can be adversely impacted by lengthy delays in the approval process or by the failure to receive the required approval of state regulators. Restrictions on Withdrawal, Cancellation and Nonrenewal Many states have laws restricting an insurer’s ability to withdraw from a particular market. Laws that limit an insurer’s ability to cancel or non-renew a block of policies by line of business, or that subject their withdrawal to prior approval requirements, may restrict the ability of our insurance subsidiaries to exit unprofitable markets. Financial Reports and Standards Insurance companies are required to report their financial condition and results of operation in accordance with statutory accounting principles prescribed or permitted by state insurance regulators in conjunction with the National Association of Insurance Commissioners (“NAIC”). State insurance regulators also prescribe the form and content of statutory financial statements, set minimum reserve and loss ratio requirements and establish standards for the types and amounts of investments. In addition, state laws or regulations require minimum capital and surplus levels and incorporate risk-based capital (“RBC”) standards promulgated by the NAIC. These RBC standards are intended to assess the level of risk inherent in an insurance company’s business and consider items such as asset risk, credit risk, underwriting risk and other business risks relevant to its operations. In accordance with RBC formulas, a company’s RBC requirements are calculated and compared to its total adjusted capital to determine whether regulatory intervention is warranted. At December 31, 2017, the total adjusted capital of each of Kemper’s insurance subsidiaries exceeded the minimum levels required under applicable RBC requirements. Guaranty Funds and Risk Pools Kemper’s insurance subsidiaries are required to pay assessments up to prescribed limits to fund policyholder losses or liabilities of insolvent insurance companies under the guaranty fund laws of most states in which they transact business. Kemper’s insurance subsidiaries are also required to participate in various involuntary pools or assigned risk pools, principally involving windstorms and high risk drivers. In most states, the involuntary pool participation of Kemper’s insurance subsidiaries is determined in proportion to their voluntary writings of related lines of business in such states. Cybersecurity Regulation Insurance regulators have been focusing increased attention on data security during financial exams, and new laws and regulations have been enacted or are pending that would impose new requirements and standards for protecting personally identifiable information of insurance company policyholders. For example, the New York Department of Financial Services tive in August 2017 requiring a cybersecurity program which promotes the protection of cybersecurity regulation became effecff customer information as well as the information technology systems of regulated entities. In addition, the NAIC has adopted a new model data security law that imposes additional requirements on insurance companies to the extent the model law is ultimately adopted by the respective state legislatures. The NAIC has also strengthened and enhanced the cybersecurity guidance included in its handbook for state insurance examiners. The Company anticipates a continuing focus on new 12 regulatory and legislative proposals at the state and federal levels that further regulate practices regarding privacy and security of personal information. Holding Company Regulation, Including Enterprise Risk Management and Governance We are regulated as an insurance holding company system and are subject to the insurance holding company acts of the states in which our insurance subsidiaries are domiciled and, in some case, additional states in which the insurance subsidiary is deemed commercially domiciled. These acts contain certain reporting requirements as well as restrictions on transactions between an insurer and its affiliates. These holding company laws and regulations generally require insurance companies within an insurance holding company system to register with the insurance department of each state where they are domiciled and to file with those states’ insurance departments certain reports describing capital structure, ownership, financial condition, certain intercompany transactions, an enterprise risk report and general business operations. In addition, various notice and reporting requirements generally apply to transactions between insurance companies and their affiliates within the insurance holding company system, depending on the size and nature of the transactions. Some insurance holding company laws and regulations require prior regulatory approval or, in certain circumstances, prior notice of certain material intercompany transfers of assets as well as certain transactions between insurance companies, their parent holding companies and affiliates. Dividends As a holding company with no significant business operations of its own, Kemper relies on dividends from its insurance subsidiaries to meet its obligations. Certain dividends and distributions by an insurance subsidiary are subject to prior approval by the insurance regulators of the state in which it is domiciled or commercially domiciled. See Item 1A., “Risk Factors,” under the caption, “The ability of Kemper to service its debt, to pay dividends to its shareholders and/or make repurchases of its stock may be materially impacted by lack of timely and/or sufficient dividends received from its subsidiaries.” Change in Control Requirements State insurance laws also impose requirements that must be met prior to a change of control of an insurance company or insurance holding company based on the insurer’s state of domicile and, in some cases, additional states in which the insurance subsidiary is deemed commercially domiciled. These requirements may include the advance filing of specific information with the state insurance regulators, a public hearing on the matter, and the review and approval of the change of control by such regulators. The Company has insurance subsidiaries domiciled or deemed commercially domiciled in Alabama, California, Illinois, Louisiana, Missouri, New York, Oklahoma, Oregon, Texas and Wisconsin. In these states, except Alabama, “control” generally is presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of an insurance company. Control is presumed to exist in Alabama with a 5% or more ownership interest in such securities. Any purchase of Kemper’s shares that would result in the purchaser owning Kemper’s voting securities in the foregoing percentages for the states indicated would be presumed to result in the acquisition of control of the Company’s insurance subsidiaries in those states. Therefore, acquisitions subject to the 10% threshold generally would require the prior approval of insurance regulators in each state in which the Company’s insurance subsidiaries are domiciled or deemed commercially domiciled, including those in Alabama, while acquisitions subject to the 5% threshold generally would require the prior approval of only Alabama regulators. Similarly, consistent with the Model Holding Company Act, several of the states in which the Company’s insurance subsidiaries are domiciled have enacted legislation that requires either the divesting and/or acquiring company to notify regulators of, and in some cases to receive regulatory approval for, a change in control. ff Many state statutes also require pre-acquisition notification to state insurance regulators of a change of control of an insurance company licensed in the state if specific market concentration thresholds would be triggered by the acquisition. Such statutes authorize the issuance of a cease and desist order with respect to the insurance company if certain conditions, such as undue market concentration, would result from the acquisition. These regulatory requirements may deter, delay or prevent transactions effecting control of Kemper or its insurance subsidiaries, or the ownership of Kemper’s voting securities, including transactions that could be advantageous to Kemper’s shareholders. Many states have made, or are in the process of making, modifications to their holding company laws. These modifications impose new reporting requirements and substantially expand the oversight and examination powers of state insurance regulators to assess enterprise risks within the entire holding company system that may arise from both insurance and non-insurance subsidiaries. They also impose new reporting requirements on affilff an insurance subsidiary. iated transactions and divestiture of a controlling interest in 13 Federal Government Regulation Dodd-Frank Wall Street Reform and Consumer Protection Act and Other Financial Reform Efforts As part of an effort to strengthen the regulation of the financial services market, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was enacted in 2010. The Dodd-Frank Act also created the Federal Insurance Office (“FIO”) within the U.S. Department of the Treasury (“Treasury”). The FIO monitors the insurance industry, provides advice to the Financial Stability Oversight Council (“FSOC”), represents the U.S. on international insurance matters, and studies the current regulatory system. The FIO submitted reports to Congress in 2013 and 2014 addressing how to improve and modernize the system of insurance regulation. The Dodd-Frank Act includes a number of financial reforms and regulations that may affect our business and financial reporting. However, the 2016 presidential and congressional election results have created uncertainty regarding the future of the Dodd-Frank Act and how it may impact our business. d Additional regulations or new requirements may emerge from activities of various regulatory entities, including the Federal Reserve Board, FIO, FSOC, NAIC and the International Association of Insurance Supervisors (“IAIS”), that are evaluating solvency and capital standards for insurance company groups. The outcome of these actions is uncertain; however, these actions may result in an increase in the level of capital and liquidity required by insurance holding companies. Affordable Care Act In 2010, the Patient Protection and Affordable Care Act, or ACA, as well as the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Acts”) became law, causing significant changes to the U.S. health care system. Since then, significant regulations have been enacted by the U.S. Department of Health and Human Services, or HHS, the Department of Labor and the Department of Treasury. The legislation and regulations are far-reaching and are intended to expand access to health insurance coverage over time by mandating that most individuals obtain and certain employers offer to their employees health insurance coverage that meets prescribed minimum benefit requirements, as well as establishing minimum loss ratios, rating restrictions, mandates for coverage of defined essential health benefits, restrictions or prohibitions on pre-existing condition exclusions and annual and lifetime policy limits. As a result of the complexity of the law, its impact on health care in the United States, the continuing modification and interpretation of the Health Care Acts made by statute, rule and/or executive order, and the on-going efforts to repeal or replace the ACA, we continue to analyze and refine our estimates of the ultimate impact of the Health Care Acts on our business, cash flows, financial condition and results of operations. Additionally, certain Kemper health insurance subsidiaries are potentially subject to the Health Insurance Providers Fee (the “Fee”) imposed on health insurers by the ACA. Recently enacted legislation placed a moratorium on the Fee otherwise payable in 2019. Additionally, there is currently legislation pending in the U.S. Congress that would repeal the Fee. HIPAA and Gramm-Leach-Bliley Act The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes obligations for issuers of health insurance coverage and health benefit plan sponsors. This law requires guaranteed renewability of health care coverage for most group health plans and certain individuals. Also, the law limited exclusions based on preexisting medical conditions. The administrative simplification provisions of HIPAA imposed a number of requirements on covered entities, including insurers. The requirements include uniform standards of common electronic health care transactions; privacy and security regulations; and unique identifier rules for employers, health plans and providers. Additional federal privacy and security requirements, including breach notification, improved enforcement and additional limitations on use and disclosure of protected health information were passed through the Health Information Technology for Economic and Clinical Health, or HITECH, Act provisions of the American Recovery and Reinvestment Act of 2009 and corresponding implementing regulations. The federal Gramm-Leach-Bliley Act generally places restrictions on the disclosure of non-public information to non-affiliated third parties, and requires financial institutions, including insurers, to provide customers with notice regarding how their non- public personal information is used, including an opportunity to “opt out” of certain disclosures. State departments of insurance and certain federal agencies adopted implementing regulations as required by federal law. In addition, a number of states have adopted data security laws and/or regulations, regulating data security and/or requiring security breach notification, which may apply to us in certain circumstances. dd 14 Item 1A. Risk Factors. Kemper is exposed to numerous risk factors that could cause actual results to differ materially from recent results or anticipated future results. The following discussion details the significant risk factors that are specific to the Company. In addition to those described below, thww e Company’s business, financial condition and results of operations could be materially affected by other factors not presently known by, or considered material to, the Company. Readers are advised to consider all of these factors along with the other information included in this 2017 Annual Report, including the factors set forth under the caption “Caution Regarding Forward-Looking Statements” beginning on page 1, and to consult any further disclosures Kemper makes on related subjects in its filings with the SEC. ff Risks Relating to Legal and Regulatory Environment ’’ Kemper’s insurance subsidiaries are subject to significant regulation, and the evolving legal and regulatory landscape in which they operate could result in increased operating costs, reduced profitability and limited growth. Kemper’s insurance subsidiaries operate under an extensive insurance regulatory system. Current laws and regulations encompass a wide variety of matters, including policy forms, premium rates, licensing, market conduct, trade practices, claims practices, reserve and loss ratio requirements, investment standards, statutory capital and surplus requirements, restrictions on the payment of dividends, approvals of transactions involving a change in control of one or more insurance companies, restrictions on transactions among affiliates and consumer privacy and data security. They also require the filing of annual and quarterly financial reports and holding company reports. Pre-approval requirements often restrict the companies from implementing premium rate changes for property, casualty and health insurance policies, introducing new, or making changes to existing, policy forms and many other actions. Insurance regulators conduct periodic examinations of Kemper’s insurance subsidiaries and can suspend or delay their operations or licenses, require corrective actions, and impose penalties or other remedies available for compliance failures. For a more detailed discussion of the regulations applicable to Kemper’s subsidiaries and related emerging developments, see “Regulation” in Item 1, beginning on page 12. These laws and regulations, and their interpretation by the various regulators and courts, are undergoing continual revision and expansion. The legal and regulatory landscape within which Kemper’s insurance subsidiaries conduct their businesses is often unpredictable. As industry practices and regulatory, judicial, political, social and other conditions change, issues may emerge, whether intended or not. These changes and emerging issues could adversely affect Kemper’s insurance subsidiaries in a variety of ways, including, for example, by expanding coverages beyond the underwriting intent, increasing the number or size of claims, accelerating the payment of claims or adding to operational costs. Industry practices that were once considered approved, compliant and reasonable may suddenly be deemed unacceptable by virtue of a court or regulatory ruling or changes in regulatory enforcement policies and practices. It is not possible for the Company to predict such shifts in legal or regulatory enforcement or to accurately estimate the impact they may have on the Company and its operations. One area where the legal and regulatory landscape is experiencing significant change is in connection with the mandated use of death verification databases by life insurance companies in their policy administration and claims handling practices. In recent years, many states have adopted new laws requiring insurers to proactively use such databases, including the Social Security Administration’s Death Master File (the “DMF”), to varying degrees in order to ascertain if an insured may be deceased. More than half of the states have adopted such laws, and Kemper cannot predict whether additional states will enact similar legislation or, if enacted, what form such legislation may take. These laws require the insurer to initiate the claims process even though the insureds’ beneficiaries have not submitted a claim, including proof of death, as required by regulator-approved policy forms and the insurer was otherwise unaware of the insured’s death. In a related development, many states have expanded the application of their unclaimed property laws, particularly as they relate to life insurance proceeds, and the treasurers or controllers of a large number of states have engaged audit firms to examine the practices of life insurance companies with respect to the reporting and remittance of such proceeds under unclaimed property laws. The push to alter historic practices that were previously considered lawful and appropriate relative to both claims handling and remittance of life insurance policy proceeds under unclaimed property laws has caused the Company to be involved in compliance audits, market conduct examinations and litigation. The Company is in the process of implementing a voluntary, comprehensive process that began in 2016 to compare life insurance records against the DMF and other databases to determine if any of its insured may be deceased. See Note 2, “Summary of Accounting Policies and Accounting Changes,” and Note 23, “Contingencies,” to the Consolidated Financial Statements for further details. The financial services industry, including insurance companies and their holding company systems, remains under regulatory scrutiny. While it is not possible to predict how new laws or regulations or new interpretations of existing laws and regulations may impact the operations of Kemper’s insurance subsidiaries, several developments have the potential to significantly impact such operations. This includes increased regulatory focus on cybersecurity and state adoption of extensive modifications to state 15 holding company laws that substantially expand the oversight and examination powers of state insurance regulators beyond licensed insurance companies to their non-insurance affiliates and their organizations as a whole, particularly with respect to enterprise risk. In addition, the Health Care Acts have resulted in regulations affecting health insurers such as Reserve National, and potential changes to the state insurance regulatory system may result from the Dodd-Frank Act. See the discussion of these matters under “Regulation” in Item 1, beginning on page 12. ff These new developments and significant changes in, or new interpretations of, existing laws and regulations could make it more expensive for Kemper’s insurance subsidiaries to conduct and grow their businesses which could materially impact the Company’s operating results. Legal and regulatory proceedings are unpredictable and could produce one or more unexpected verdicts against the Company that could materially and adversely affect the Company’s financial results for any given period. ’’ Kemper and its subsidiaries are from time to time involved in lawsuits, regulatory inquiries and other legal proceedings arising out of the ordinary course of their businesses. Some of these proceedings may involve matters particular to Kemper or one or more of its subsidiaries, while others may pertain to business practices in the industry in which Kemper and its subsidiaries operate. Some lawsuits may seek class action status that, if granted, could expose the Company to potentially significant u liability by virtue of the size of the putative classes. These matters often raise difficult factual and legal issues and are subject to uncertainties and complexities. The outcomes of these matters are difficult to predict, and the amounts or ranges of potential loss at particular stages in the proceedings are in most cases difficult or impossible to ascertain. A further complication is that even where the possibility of an adverse outcome is remote under traditional legal analysis, juries sometimes substitute their subjective views in place of facts and established legal principles. Given the unpredictability of the legal and regulatory landscape in which the Company operates, there can be no assurance that one or more of these matters will not produce a result that could materially and adversely affect the Company’s financial results for any given period. For information about the Company’s pending legal proceedings, see Note 23, “Contingencies,” to the Consolidated Financial Statements. Risks Relating to Catastrophes and Estimating Property and Casualty Insurance Losses and Loss Adjustment Expenses Catastrophe losses could materially and adversely affect the Company’s results of operations, liquidity and/or financial condition. ’’ Kemper’s property and casualty insurance subsidiaries are subject to claims arising out of catastrophes that may have a significant effect on their results of operations, liquidity and financial condition. Catastrophes can be caused by various events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hailstorms, explosions, severe winter weather and wildfires and may include man-made events, such as terrorist attacks and hazardous material spills. The incidence, frequency and severity of catastrophes are inherently unpredictable and may be impacted by the uncertain effects of climate change. The extent of the Company’s losses from a catastrophe is a function of both the total amount of insured exposure in the geographic area affected by the event and the severity of the event. The Company could experience more than one severe catastrophic event in any given period. Kemper’s life and health insurance subsidiaries are particularly exposed to risks of catastrophic mortality, such as pandemic or other events that result in large numbers of deaths. In addition, the occurrence of such an event in a concentrated geographic area could have a severe disruptive effect on the Company’s workforce and business operations. The likelihood and severity of such events cannot be predicted and are difficult to estimate. The property and casualty insurance subsidiaries use catastrophe modeling tools developed by third parties to project their potential exposure to property damage resulting from catastrophic events under various scenarios. Such models are based on various assumptions and judgments which may turn out to be wrong. The actual impact of one or more catastrophic events could adversely and materially differ from these projections. Changes in the availability and cost of catastrophe reinsurance and in the ability of reinsurers to meet their obligations could result in Kemper’s insurance subsidiaries retaining more risk and could adversely and materially affect the Company’s results of operations, financial condition and/or liquidity. ’’ ’’ Kemper’s property and casualty insurance subsidiaries seek to reduce their exposure to catastrophe losses through the purchase of catastrophe reinsurance. Catastrophe reinsurance does not relieve such subsidiaries of their direct liability to their policyholders. As long as the reinsurers meet their obligations, the net liability for such subsidiaries is limited to the amount of risk that they retain. While such subsidiaries’ principal reinsurers are each rated “A-” or better by A.M. Best at the time 16 reinsurance is purchased, the Company cannot be certain that reinsurers will pay the amounts due from them either now, in the future, or on a timely basis. A reinsurer’s insolvency or inability to make payments under the terms of its reinsurance agreement could materially and adversely affect the Company’s financial position, results of operations and liquidity. In addition, market conditions beyond the Company’s control determine the availability of the reinsurance protection that Kemper’s property and casualty insurance subsidiaries may purchase. A decrease in the amount of reinsurance protection that such subsidiaries purchase generally should increase their risk of a more severe loss. However, if the amount of available reinsurance is reduced, such subsidiaries may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms, which could adversely affect the ability of such subsidiaries to write future insurance policies or result in their retaining more risk with respect to such policies. The extent to which Kemper’s insurance subsidiaries can manage their catastrophe exposure through underwriting strategies may be limited by law or regulatory action and could adversely and materially affect the Company’s results of operations, financial condition and/or liquidity. ’’ ’’ Kemper’s property and casualty insurance subsidiaries also manage their exposure to catastrophe losses through underwriting strategies such as reducing exposures in, or withdrawing from, catastrophe-prone areas, establishing appropriate guidelines for insurable structures, and setting appropriate rates, deductibles, exclusions and policy limits. The extent to which such subsidiaries can manage their exposure through such strategies may be limited by law or regulatory action. For example, laws and regulations may limit the rate or timing at which insurers may non-renew insurance policies in catastrophe-prone areas or require insurers to participate in wind pools and joint underwriting associations. Generally, an insurer’s participation in such pools and associations are based on the insurer’s market share determined on a state-wide basis. Accordingly, even though Kemper’s property and casualty insurance subsidiaries may not incur a direct insured loss as a result of managing direct catastrophe exposures, they may incur indirect losses from required participation in pools and associations. Laws and regulations requiring prior approval of policy forms and premium rates may limit the ability of Kemper’s property and casualty insurance subsidiaries to increase rates or deductibles on a timely basis, which may result in additional losses or lower returns than otherwise would have occurred in an unregulated market. See the risk factor above under the title “Kemper’s insurance subsidiaries are subject to significant regulation, and the evolving legal and regulatory landscape in which they operate could result in increased operating costs, reduced profitability and limited growth.” Estimating losses and LAE for determining property and casualty insurance reserves, or determining premium rates, is ’’ inherently uncertain, and the Company’s results of operations may be materially impacted if the Company ’s insurance reserves or premium rates are insufficient. ’’ The Company establishes loss and LAE reserves to cover estimated liabilities, which remain unpaid as of the end of each accounting period, and to investigate and settle all claims incurred under the property and casualty insurance policies that it has issued. Loss and LAE reserves are established for claims that have been reported to the Company as of the end of the accounting period, as well as for claims that have occurred but have not yet been reported to the Company. The estimates of loss and LAE reserves are based on the Company’s assessment of the facts and circumstances known to it at the time, as well as estimates of the impact of future trends in the severity of claims, the frequency of claims and other factors. The process of estimating property and casualty insurance reserves is complex and imprecise. The reserves established by the Company are inherently uncertain estimates and could prove to be inadequate to cover its ultimate losses and expenses for insured events that have occurred. The estimate of the ultimate cost of claims for insured events that have occurred must take into consideration many factors that are dependent on the outcome of future events associated with the reporting, investigation and settlement of claims. The impacts on the Company’s estimates of property and casualty insurance reserves from these factors are difficult to assess accurately. A change in any one or more of the factors is likely to result in a projected ultimate loss that is different than the previous projected ultimate loss and may have a material impact on the Company’s estimate of the projected ultimate loss. Increases in the estimates of ultimate losses and LAE will decrease earnings, while decreases in such estimates will increase earnings, as reported by the Company in the results of its operations for the periods in which the changes to the estimates are made by the Company. See MD&A, “Critical Accounting Estimates,” under the caption “Property and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses” beginning on page 64 for a discussion of the Company’s reserving process and the factors considered by the Company’s actuaries in estimating the Company’s Property and Casualty Insurance Reserves. o The Company’s actuaries also consider trends in the severity and frequency of claims and other factors when determining the premium rates to charge for its property and casualty insurance products. An unanticipated change in any one or more of these factors or trends, as well as a change in competitive conditions, may also result in inadequate premium rates charged for 17 insurance policies issued by Kemper’s property and casualty insurance subsidiaries in the future. Such pricing inadequacies could have a material impact on the Company’s operating results. Risks Relating to Competition A downgrade in the ratings of Kemper or its insurance subsidiaries could materially and adversely affect the Company. Third-party rating agencies assess the financial strength and rate the claims-paying ability of insurance companies based on criteria established by the rating agencies. Third-party ratings are important competitive factors in the insurance industry. Financial strength ratings are used to assess the financial strength and quality of insurers. Ratings agencies may downgrade the ratings of Kemper and/or its insurance subsidiaries or require Kemper to retain more capital in its insurance businesses to maintain existing ratings following developments that they deem negative. This can include factors directly related to the Company, such as an increase in the catastrophic risk retained by Kemper’s insurance subsidiaries, or developments in industry or general economic conditions. A downgrade by A.M. Best in the ratings of Kemper’s insurance subsidiaries, particularly those operating in the preferred and standard market or offering homeowners insurance, could result in a substantial loss of business if independent agents and brokers or policyholders of such subsidiaries move to other companies with higher claims-paying and financial strength ratings. Any substantial loss of business could materially and adversely affect the financial condition and results of operations of such subsidiaries. A downgrade in Kemper’s credit rating by Standard & Poor’s (“S&P”), Moody’s Investors Services (“Moody’s”) or Fitch Ratings (“Fitch”) may reduce Kemper’s ability to access the capital markets or may increase the cost to refinance existing debt. The insurance industry is highly competitive, making it difficult to grow profitability and within expectations of investors. The Company’s insurance businesses face significant competition, and their ability to compete is affected by a variety of issues relative to others in the industry, such as quality of management, product pricing, service quality, financial strength and name recognition. Competitive success is based on many factors, including, but not limited to, the following: ff • • • • • • • • • • • • • • • Competitiveness of prices charged for insurance policies; Sophistication of pricing segmentation; Design and introduction of insurance products to meet emerging consumer trends; Selection and retention of agents and other business partners; Compensation paid to agents; Underwriting discipline; Selectiveness of sales markets; Effectiveness of marketing materials and name recognition; Product and technological innovation; Ability to settle claims timely and efficiently; Ability to detect and prevent fraudulent insurance claims; Effectiveness of deployment and use of information technology across all aspects of operations; Ability to control operating expenses; Financial strength ratings; and Quality of services provided to, and ease of doing business with, independent agents and brokers or policyholders. The inability to compete effectively in any of the Company’s insurance businesses could materially reduce the Company’s customer base and revenues and could materially and adversely affect the future results and financial condition of the Company. See “Competition” in Item 1 of Part I beginning on page 9 and page 11, for more information on the competitive rankings in the property and casualty insurance markets and the life and health insurance markets, respectively, in the United States. Risks Relating to Technology Initiatives, Security of Personal Data and Availability of Critical Systems Technology initiatives could present significant economic and competitive challenges to the Company. Failure to complete and implement such initiatives in a timely manner could result in the loss of business and incurrence of internal use software development costs that may not be recoverable. a Data and analytics play an increasingly important role in the insurance industry. The Company may periodically initiate multi- year technology projects to enhance operations or replace aging systems. While technology developments can facilitate the use of data and analytics, streamline business processes and ultimately reduce the cost of operations, technology initiatives can present significant economic and organizational challenges to the Company and potential short-term cost and implementation o 18 risks. In addition, projections of expenses and implementation schedules could change materially and costs could escalate over time, while the ultimate utility of a technology initiative could deteriorate over time. Due to the highly-regulated nature of the financial services industry, the Company also faces rising costs and competing time constraints in adapting technology to meet compliance requirements of new and proposed regulations. The costs to develop and implement systems to replace the Company’s aging systems and to comply with new regulatory requirements as needed over time are expected to be material. Due to the complexities involved, there can be no assurances that new multi-year projects will be successful and that the costs incurred to develop and implement replacement systems will be recoverable. Furthermore, failure to implement replacement systems in a timely manner could result in loss of business from the Company’s inability to design and introduce new insurance products that meet emerging consumer needs competitive trends. Failure to maintain the security of personal data may result in lost business, reputational harm, legal costs and regulatory penalties. Kemper’s insurance subsidiaries obtain and store vast amounts of personal data that can present significant risks to the Company and its customers and employees. An increasing array of laws and regulations govern the use and storage of such data, including, for example, social security numbers, credit card data and protected health information. Despite the implementation of various security measures, the Company’s data systems, or those of its third party administrators and other business partners working on behalf of the Company, may be vulnerable to security breaches due to the increasing sophistication of cyber-attacks, viruses, malware, hackers and other external hazards, as well as equipment and system failures and inadvertent errors, negligence or intentional misconduct of employees and/or contractors. The Company also relies on the ability of its business partners to maintain secure systems and processes that comply with legal requirements and protect personal data. These increased risks and expanding regulatory requirements related to personal data privacy and security expose the Company to potential data loss and resulting damages, regulatory fines and other liabilities, reputational risk and significant increases in compliance and litigation costs. Although Kemper maintains cyber risk insurance, there is no guarantee that it will be sufficient to cover all of the costs of one or more data breach incidents that could occur. The Company relies increasingly on electronic payments from policyholders, including, but not limited to, payment by credit and debit cards. In the event of non-compliance with the Payment Card Industry Data Security Standard, an information security framework for organizations that handle cardholder information for the major debit, credit, prepaid, e-purse, ATM and point-of-sale cards, such organizations could prevent Kemper’s insurance subsidiaries from collecting premium payments from customers by way of such cards and impose significant fines on Kemper’s insurance subsidiaries. Failure to maintain the availability of critical systems may result in lost business, reputational harm, legal costs and regulatory penalties. The Company’s business operations rely on the continuous availability of its computer systems, including computer systems used by third party administrators working on behalf of the Company. In addition to disruptions caused by cyber-attacks or other data breaches, such systems may be adversely affected by natural and man-made catastrophes. The failure of the Company, or its third party administrators or other business partners, to maintain business continuity in the wake of such events may prevent the timely completion of critical processes across its operations, including, for example, insurance policy administration, claims processing, billing, treasury and investment operations and payroll. These failures could result in significant loss of business, fines and litigation. Risks Relating to Investments The Company’s investment portfolio is exposed cause realized and unrealized losses. ’’ to a variety of risks that may negatively impact net investment income and The Company maintains a diversified investment portfolio that is exposed to significant financial and capital market risks, including interest rate (risk-free and spread), equity price, and liquidity, as well as risks from changes in tax laws and regulations and other risks from changes in general economic conditions. The interest rate environment has a significant impact on the Company’s financial results and position. In recent years, rates have been at or near historic lows. A protracted low interest rate environment would continue to place pressure on net investment income, particularly related to fixed income securities, short-term investments and limited liability investment companies and limited partnerships accounted for under the equity method of accounting (“Equity Method Limited Liability Investments”) that invest in distressed and mezzanine debt of other companies. A decline in interest rates would generally increase the carrying value of the Company’s fixed income securities and its Equity Method Limited Liability Investments that exhibit debt-like characteristics, but it may adversely affect the Company’s investment income as it invests cash in new 19 investments that may yield less than the portfolio’s average rate. In a declining interest rate environment, borrowers may seek to refinance their borrowings at lower rates and, accordingly, prepay or redeem securities the Company holds as investments more quickly than the Company initially expected. Such prepayment or redemption action may cause the Company to reinvest the redeemed proceeds in lower yielding investments. An increase in interest rates would generally reduce the carrying value of a substantial portion of the Company’s investment portfolio, particularly fixed income securities and Equity Method Limited Liability Investments. The Company invests a portion of its investment portfolio in equity securities, which generally have more volatile returns than fixed income securities and may experience sustained periods of depressed values. There are multiple factors that could negatively impact the performance of the Company’s equity portfolio, including general economic conditions, industry or sector deterioration and issuer-specific concerns. A decline in equity values may result in a decrease in dividend income, realized losses upon sales of the securities, or other-than-temporary impairment charges on securities still held. Interest rates and equity returns also have a significant impact on the Company’s pension and other postretirement employee benefit plans. In addition to the impact on carrying values and yields of the underlying assets of the funded plans, interest rates also impact the discounting of the projected and accumulated benefit obligations of the plans. A decrease in interest rates may have a negative impact on the funded status of the plans. The nature and cash flow needs of the Company and the insurance industry in general present certain liquidity risks that may impact the return of the investment portfolio. If the Company were to experience several significant catastrophic events over a relatively short period of time, investments may have to be sold in advance of their maturity dates to fund payments to claimants, which could result in realized losses. Additionally, increases in illiquidity in the financial markets may increase uncertainty in the valuations of the Company’s investments. This increases the risk that the fair values reported in the Company’s consolidated financial statements may differ from the actual price that may be obtained in an orderly sales transaction. The Company has also benefited from certain tax laws related to its investment portfolio, including dividends received deductions and tax-exempt investment income. Changes in tax laws may have a detrimental effect on the after-tax return of the Company’s investment portfolio. A reduction in income tax rates could also reduce the demand for tax-preferenced securities and result in a decline in the value of the Company’s investment portfolio of such securities. The Company’s entire investment portfolio is subject to broad risks inherent in the financial markets, including, but not limited to, inflation, regulatory changes, inactive capital markets, governmental and social stability, economic outlooks, unemployment and recession. Changes to these risks and how the market perceives them may impact the financial performance of the Company’s investments. Kemper and its insurance subsidiaries are subject to various capital adequacy measurements that are significantly impacted by various characteristics of their invested assets, including, but not limited to, asset type, class, duration and credit rating. The Company’s insurance subsidiaries are also subject to various limitations on the amounts at which they can invest in individual assets or certain asset classes in the aggregate. Asset risk is one factor used by insurance regulators and rating agencies to determine required capital for Kemper’s insurance subsidiaries. Accordingly, a deterioration in the quality of the investments held by Kemper’s insurance subsidiaries or an increase in the investment risk inherent in their investment portfolios could increase capital requirements. See the risk factor below under the title “The ability of Kemper to service its debt, pay dividends to its shareholders and/or make repurchases of its stock may be materially impacted by lack of timely and/or sufficient dividends received from its subsidiaries.” These factors may inhibit the Company from shifting its investment mix to produce higher returns. The Company is also subject to concentration of investment risk to the extent that the portfolio is heavily invested, at any particular time, in specific asset types, classes, industries, sectors or collateral types, among other defining features. Developments and the market’s perception thereof in any of these concentrations may exacerbate the negative effects on the Company’s investment portfolio compared to other companies. The determination of the fair values of the Company’s investments and whether a decline in the fair value of an investment is other-than-temporary are based on management’s judgment and may prove to be economic outcome. materially different than the actual ’’ ’’ The Company holds a significant amount of assets without readily available, active, quoted market prices or for which fair value cannot be measured from actively quoted prices. These assets are generally deemed to require a higher degree of judgment in measuring fair value. The assumptions used by management to measure fair values could turn out to be different than the actual amounts that may be realized in an orderly transaction with a willing market participant could be either lower or higher than the Company’s estimates of fair value. 20 The Company reviews its investment portfolio for factors that may indicate that a decline in the fair value of an investment is other-than-temporary. This evaluation is based on subjective factors, assumptions and estimates and may be materially different than the actual economic outcome, which may result in the Company recognizing additional losses in the future as new information emerges or recognizing losses currently that may never materialize in the future in an orderly transaction with a willing market participant. Risks Relating to Servicing Debt, Paying Dividends and/or Repurchasing Stock The ability of Kemper to service its debt, pay dividends to its shareholders and/or make repurchases of its stock may be materially impacted by lack of timely and/or sufficient dividends received from its subsidiaries. As a holding company, Kemper depends on the dividend income that it receives from its subsidiaries as the primary source of funds to meet its payment obligations. Kemper’s insurance subsidiaries are subject to significant regulatory restrictions under state insurance laws and regulations that limit their ability to declare and pay dividends. These laws and regulations impose minimum solvency and liquidity requirements on dividends between affiliated companies and require prior notice to, and may require approval from, state insurance regulators before dividends can be paid. In addition, third-party rating agencies monitor statutory capital and surplus levels for capital adequacy. Even though a dividend may be payable without regulatory approval, an insurance subsidiary may forgo paying a dividend to Kemper and retain the capital to maintain or improve the ratings of Kemper’s insurance subsidiaries, or to offset increases in required capital from increases in premium volume or investment risk. The inability of one or more of Kemper’s insurance subsidiaries to pay sufficient dividends to Kemper may materially affect Kemper’s ability to pay its debt obligations on time, to pay dividends to its shareholders or make repurchases of its stock. General Risks Relating to Mergers, Acquisitions and/or Divestitures The expected benefits and synergies from mergers, acquisitions and/or divestitures may not be realized to the extent anticipated or within the anticipated time frames. The Company routinely evaluates opportunities for transactions such as mergers, acquisitions and/or divestitures that would enhance its business and align with the Company’s strategic plans. Kemper’s ability to achieve the anticipated financial benefits from transactions may not be realized, due to any number of factors including, but not limited to, integration difficulties or failures, the loss of key agents/brokers, customers or employees, unexpected or underestimated liabilities, increased costs, fees, expenses and charges related to transactions, or may be delayed by factors outside of the Company’s control. Furthermore, such adverse events could result in a decrease in the estimated fair value of goodwill or other intangible assets established as a result of such transactions, triggering an impairment. These and other factors could have a negative impact on Kemper’s financial condition, profitability and results from operations. Risks Relating to the Infinity Merger Failure to complete the proposed Merger within the expected timeframe or at all could have a material adverse impact on our business, financial condition and results of operations. Approvals, Clearance and Closing Conditions pp g , There can be no assurance that the Infinity Merger will occur. The closing of the Infinity Merger is subject to certain conditions, including, among others, (i) the adoption of the Infinity Merger Agreement by the holders of at least a majority of the outstanding shares of Infinity common stock entitled to vote thereon, (ii) approval of the issuance of shares of Kemper’s common stock in the Infinity Merger by the holders of at least a majority of the shares of Kemper common stock entitled to vote thereon and present in person or represented by proxy at the meeting of Kemper’s stockholders called for such purpose, (iii) the receipt of certain regulatory approvals including the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approvals of applicable state insurance regulators identified in the Infinity Merger Agreement and the receipt of any other regulatory approval the failure of which to be obtained would reasonably be likely to have a material adverse effect on Kemper or its subsidiaries, (iv) no court order or other legal restraint or prohibition preventing the consummation of the Infinity Merger being in effect, (v) the continued employment of a certain number of specified Infinity leadership management employees and certain percentages of sub-groups of a broader set of key Infinity employees, (vii) no exercise of appraisal rights in connection with the Infinity Merger by Infinity shareholders holding more than 10% of the outstanding shares of Infinity’s common stock, (viii) the absence of any action commenced by a governmental entity wherein a judgment would reasonably be expected to prevent the consummation of the Infinity Merger or impose a “materially burdensome condition” (as defined in the Infinity Merger Agreement), (ix) in the case of each party’s obligation to effect the Infinity Merger, the absence of a material adverse effect with respect to the other party since the date of the Infinity Merger Agreement and (x) subject to materiality exceptions, the accuracy of the representations and warranties 21 made by Kemper and Kemper Merger Sub, on the one hand, and Infinity, on the other hand, and compliance by Kemper and Kemper Merger Sub, on the one hand, and Infinity, on the other hand, in all material respects with each party’s respective obligations under the Infinity Merger Agreement. Such closing conditions are not solely under the control of Kemper and/or Infinity and, accordingly, there can be no assurance that such closing conditions will be satisfied in a timely matter or at all. ff In particular, before the proposed transactions contemplated by the Infinity Merger Agreement, including the Infinity Merger, may be completed, various clearances and approvals must be obtained from certain regulatory and governmental authorities. These regulatory and governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Infinity Merger or of imposing additional costs or limitations on the combined company following the Infinity Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion and may contain conditions on the completion of the Infinity Merger. If any such conditions constitute a “materially burdensome condition” (as defined in the Infinity Merger Agreement), the parties may not be obligated to complete the Infinity Merger, and either Kemper or Infinity may have the right to terminate the Infinity Merger Agreement. ff Impact on Our Ongoing Business p g g If the Infinity Merger is not completed, our ongoing business may be adversely affected, and we will be subject to several risks and consequences, including the following: • • • we will be required to pay certain costs related to the Infinity Merger, whether or not the Infinity Merger is completed, such as legal, accounting and other costs incurred in connection with the transaction; under the Infinity Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Infinity Merger that may adversely affect our ability to execute certain of our business strategies; and our management may spend substantial time and resources, including time and resources devoted to planning integration activities, related to the transaction, which could otherwise have been devoted to other opportunities that may have been beneficial to us. In addition, if the Infinity Merger is not completed, we may experience negative reactions from the financial our agents, policyholders and employees. We also could be subject to litigation related to the Infinity Merger. ff markets and from We will incur significant transaction and integration costs in connection with the Infinity Merger. If the transaction is completed, we expect to incur various costs associated with completing the transaction, including financial advisory costs, and integrating the operations of the two companies. A substantial majority of these costs will be non-recurring expenses resulting from the transaction including (i) transaction costs, including costs to compensate financial advisors for their services, (ii) facilities and systems consolidation and integration costs and (iii) employment related costs. We may incur additional unanticipated costs to integrate our business with Infinity’s business. As a result of such integration and consolidation activities, we may abandon, or shorten the useful lives, of assets that we currently use, which may result in us impairing an asset or accelerating depreciation and/or amortization of such assets. Although we expect that the elimination of redundant costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset such incremental, non-recurring costs over time, this net benefit may not be achieved in the near term, or at all. The announcement and pendency of the Infinity Merger may adversely affect Kemper’s business, financial condition and results of operations. ’’ The announcement and pendency of the Infinity Merger with Infinity may cause disruptions and create uncertainty surrounding Kemper’s business, which could affect its relationships with agents, employees and business partners, regardless of whether the Infinity Merger is consummated. In addition, Kemper has diverted, and will continue to divert, management resources towards the completion of the proposed transaction that may divert management’s attention and Kemper’s resources from ongoing business and operations. The price of Kemper common stock might increase or decline prior to the completion of the Infinity Merger, which would change the value of the Infinity Merger consideration to be received by Infinity shareholders pursuant to the Infinity Merger Agreement. The price of our common stock might increase or decline prior to the completion of the transaction, which would change the value of the consideration to be received by Infinity either, or both, companies not approving the transaction. Upon completion of the Infinity Merger, each share of Infinity common stock issued and outstanding as of immediately prior to the consummation of the Infinity Merger (other than as set ’s shareholders at the closing, which could result in the shareholders of ff 22 ff forth in the Infinity Merger Agreement) will be canceled and converted into, at the election of the holder of such share, the right to receive $51.60 in cash and 1.2019 shares of Kemper common stock for each share of Infinity common stock, without interest thereon. The Infinity Merger Agreement also provides for an election procedure allowing each Infinity shareholder to seek all cash or all 0stock consideration, subject to automatic proration and adjustment (See Note 26, “Subsequent Events,” to the Consolidated Financial Statements for more information). The exchange ratio for determining the number of shares of Kemper common stock that Infinity shareholders will receive in the Infinity Merger is fixed and will not be adjusted for changes in the market price of Kemper’s common stock. A significant increase in the price of Kemper common stock could result in Kemper recognizing substantially more goodwill resulting from the transaction than currently contemplated. We are required to evaluate goodwill for recoverability at least annually based on facts and circumstances existing as of the dates of such evaluations. We cannot make any assurances that goodwill will be recoverable at any of such evaluation dates. The Infinity Merger Agreement contains provisions that may discourage other companies from trying to acquire Kemper. The Infinity Merger Agreement contains provisions that apply both during the pendency of the Infinity Merger transaction with Infinity as well as afterward should the Infinity Merger with Infinity not be consummated that may discourage a third party from submitting a business combination proposal to Kemper that might result in greater value to Kemper’s stockholders than the Infinity Merger. These Infinity Merger Agreement provisions include a general prohibition on Kemper soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. The issuance of shares of Kemper common stock to Infinity shareholders pursuant to the Infinity Merger Agreement will reduce the percentage ownership interests of Kemper’s pre-existing stockholders. ’’ If the transaction is completed, we expect to issue approximately 13.2 million shares of Kemper common stock to Infinity’s shareholders and Infinity’s shareholders will own approximately 20% of the combined company. The issuance of such shares of our common stock will result in a significant reduction in the relative percentage interests of our current stockholders in earnings, voting, liquidation value and book and market value. While, excluding the impact of non-recurring transaction and integration costs, we currently anticipate that the Infinity Merger will be accretive to Kemper’s earnings per share in the first year following the completion of the transaction,our expectation is based on estimates, which may materially change. We could also encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits anticipated in the transaction. All of these factors could cause dilution to our earnings per share or decrease or delay the expected accretive effect of the transaction, which may result in a decrease in the price of our common stock. To be successful, the combined company following the Infinity Merger must retain and motivate key employees, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company. The success of the combined company following the Infinity Merger largely depends on the skills, experience and continued efforts of management and other key personnel for each of Kemper and Infinity. As a result, to be successful, the combined company must retain and motivate executives and other key employees. Certain specified management employees of Infinity have executed retention letters and related employment agreements with Kemper to continue their employment for a period of two years following the Infinity Merger. However, certain key managers and functional area employees will continue to be at will employees following the Infinity Merger and there is no assurance that these individuals will remain with the combined company. If these personnel were to leave, the combined company may experience increased difficulty in managing the ongoing business operations and integrating the businesses and may not be able to adequately replace such personnel, which could have a material adverse effecff t on the combined company’s overall business, results of operations and financial condition. We cannot assure our shareholders that the risks described above in this risk factor will not materialize and will not materially adversely affecff t our business, financial results and stock prices. Item 1B. Unresolved Staff Comments. Not applicable. 23 Item 2. Properties. Owned Properties Kemper’s subsidiaries together own and occupy six buildings located in six states consisting of approximately 21,000 square feet in the aggregate. One of Kemper’s subsidiaries owns two buildings totaling approximately 6,000 square feet which were vacant at December 31, 2017. Kemper’s subsidiaries hold, solely for investment purposes, additional properties that are not occupied by Kemper or its subsidiaries. Leased Facilities The Company leases five floors, or approximately 67,000 square feet, in a 41-story office building in Chicago for its corporate headquarters and Property & Casualty Insurance segment’s headquarters. The lease expires in September 2023. Kemper’s Property & Casualty Insurance segment leases facilities with an aggregate square footage of approximately 452,000 at 14 locations in nine states. The latest expiration date of the existing leases is in June 2025. Kemper’s Life & Health Insurance segment leases facilities with aggregate square footage of approximately 470,000 at 127 locations in 28 states. The latest expiration date of the existing leases is in January 2025. Kemper’s corporate data processing operation leases facilities with aggregate square footage of approximately 36,000 square feet at three locations in three states. The latest expiration date of the existing leases is in June 2021. The properties described above are in good condition. The properties utilized in the Company’s operations consist of facilities suitable for general office space, call centers and data processing operations. Item 3. Legal Proceedings. Proceedings Information concerning pending legal proceedings is incorporated herein by reference to Note 23, “Contingencies,” to the Consolidated Financial Statements. Item 4. Mine Safety Disclosures. Not applicable. 24 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Kemper’s common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol of “KMPR.” Quarterly information pertaining to market prices of Kemper common stock in 2017 and 2016 is presented below. DOLLARS PER SHARE Common Stock Market Prices: High..................................................................... Low ..................................................................... Close.................................................................... DOLLARS PER SHARE Common Stock Market Prices: High..................................................................... Low ..................................................................... Close.................................................................... Holders Three Months Ended Mar 31, 2017 Jun 30, 2017 Sep 30, 2017 Dec 31, 2017 Year Ended Dec 31, 2017 $ $ $ $ 45.85 38.35 39.90 Mar 31, 2016 36.73 23.51 29.57 $ 42.10 36.55 38.60 53.05 36.35 53.00 Three Months Ended Jun 30, 2016 Sep 30, 2016 $ 33.20 28.42 30.98 39.52 30.87 39.32 $ $ $ 71.52 52.85 68.90 71.52 36.35 68.90 Dec 31, 2016 Year Ended Dec 31, 2016 $ 45.95 35.30 44.30 45.95 23.51 44.30 As of January 24, 2018, the number of record holders of Kemper’s common stock was 3,410. 25 Dividends Quarterly information pertaining to payment of dividends on Kemper’s common stock is presented below. DOLLARS PER SHARE Cash Dividends Paid to Shareholders (per share) ...... DOLLARS PER SHARE Cash Dividends Paid to Shareholders (per share) ...... Three Months Ended Mar 31, 2017 Jun 30, 2017 Sep 30, 2017 Dec 31, 2017 Year Ended Dec 31, 2017 0.24 $ 0.24 $ 0.24 $ 0.24 $ 0.96 Three Months Ended Mar 31, 2016 Jun 30, 2016 Sep 30, 2016 Dec 31, 2016 Year Ended Dec 31, 2016 0.24 $ 0.24 $ 0.24 $ 0.24 $ 0.96 $ $ Kemper’s insurance subsidiaries are subject to various state insurance laws that may restrict the ability of these insurance subsidiaries to pay dividends without prior regulatory approval. See MD&A, “Liquidity and Capital Resources” and Note 9, “Shareholders’ Equity,” to the Consolidated Financial Statements for information on Kemper’s ability and intent to pay dividends. Issuer Purchases of Equity Securities Information pertaining to purchases of Kemper common stock for the three months ended December 31, 2017 follows. Total Maximum Number of Shares Dollar Value of Shares Average Purchased as Part that May Yet Be Total Price of Publicly Purchased Under Number of Shares Paid per Announced Plans the Plans or Programs Period October 2017........................................................... November 2017....................................................... December 2017 ....................................................... 323 547 $ $ — $ 54.85 66.60 — Purchased (1) Share or Programs (1) (Dollars in Millions) 243.7 — $ — $ — $ 243.7 243.7 (1) On August 6, 2014, Kemper’s Board of Directors authorized the repurchase of up to 300 million of Kemper’s common stock. The repurchase program has no expiration date. See MD&A, “Liquidity and Capital Resources.” The preceding table includes 870 shares withheld awards under Kemper’s long-term equity-based compensation plans during the quarter ended December 31, 2017. to satisfy the tax withholding obligations on the vesting of restricted stock a 26 Kemper Common Stock Performance Graph The following graph assumes $100 invested on December 31, 2012 in (i) Kemper common stock, (ii) the S&P MidCap 400 Index and (iii) the S&P Supercomposite Insurance Index, in each case with dividends reinvested. Kemper is a constituent of each of these two indices. The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of Kemper common stock. p y Company / Index Kemper Corporation ................................................... S&P MidCap 400 Index.............................................. S&P Supercomposite Insurance Index ....................... 2012 $ 100.00 100.00 100.00 2013 $ 142.51 133.50 145.74 2014 $ 129.24 146.54 158.44 2015 $ 136.80 143.35 164.21 2016 $ 167.40 173.08 195.19 2017 $ 265.72 201.20 226.39 27 Item 6. Selected Financial Data. Selected financial information as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 is presented below. , DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS FOR THE YEAR Earned Premiums ................................................................. Net Investment Income ........................................................ Other Income........................................................................ Net Realized Gains on Sales of Investments........................ Net Impairment Losses Recognized in Earnings ................. Total Revenues ..................................................................... 2017 2016 2015 2014 2013 $ 2,350.0 327.2 4.0 56.5 (14.3) $ 2,220.0 298.3 3.2 33.1 (32.7) $ 2,009.6 302.6 3.7 52.1 (27.2) $ 1,862.2 309.1 1.4 39.1 (15.2) $ 2,025.8 314.7 0.8 99.1 (13.9) $ 2,723.4 $ 2,521.9 $ 2,340.8 $ 2,196.6 $ 2,426.5 Income from Continuing Operations.................................... $ Income from Discontinued Operations ................................ Net Income ........................................................................... $ Per Unrestricted Share: Income from Continuing Operations............................... $ Income from Discontinued Operations ........................... Net Income ...................................................................... $ Per Unrestricted Share Assuming Dilution: Income from Continuing Operations............................... $ Income from Discontinued Operations ........................... Net Income ...................................................................... $ Dividends Paid to Shareholders Per Share ........................... $ 119.9 1.0 120.9 2.32 0.02 2.34 2.31 0.02 2.33 0.96 $ $ $ $ $ $ $ 12.7 4.1 16.8 0.25 0.08 0.33 0.25 0.08 0.33 0.96 $ $ $ $ $ $ $ 80.2 5.5 85.7 1.55 0.10 1.65 1.55 0.10 1.65 0.96 $ $ $ $ $ $ $ 112.6 1.9 114.5 2.08 0.04 2.12 2.08 0.04 2.12 0.96 $ $ $ $ $ $ $ 214.5 3.2 217.7 3.75 0.06 3.81 3.74 0.06 3.80 0.96 AT YEAR END Total Assets........................................................................... $ 8,376.2 Insurance Reserves ............................................................... $ 4,537.8 653.9 Unearned Premiums ............................................................. 592.3 Long-term Debt, Current and Non-current .......................... 476.6 All Other Liabilities ............................................................. 6,260.6 Total Liabilities..................................................................... 2,115.6 Shareholders’ Equity ............................................................ Total Liabilities and Shareholders’ Equity ........................... $ 8,376.2 Book Value Per Share........................................................... $ 41.11 $ 8,210.5 $ 8,036.1 $ 7,833.4 $ 7,656.4 $ 4,406.7 618.7 751.6 458.3 6,235.3 1,975.2 $ 4,203.8 613.1 750.6 476.2 6,043.7 1,992.4 $ 4,007.6 536.9 752.1 446.1 5,742.7 2,090.7 $ 4,061.0 598.9 606.9 338.1 5,604.9 2,051.5 $ 8,210.5 $ 8,036.1 $ 7,833.4 $ 7,656.4 $ 38.52 $ 38.82 $ 39.88 $ 36.86 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations Summary of Results ............................................................................................................................................................... Catastrophes ........................................................................................................................................................................... Loss and LAE Reserve Development .................................................................................................................................... Non-GAAP Financial Measures............................................................................................................................................. Property & Casualty Insurance .............................................................................................................................................. Life & Health Insurance ......................................................................................................................................................... Investment Results ................................................................................................................................................................. Investment Quality and Concentrations ................................................................................................................................. Investments in Limited Liability Companies and Limited Partnerships................................................................................ Expenses................................................................................................................................................................................. Income Taxes.......................................................................................................................................................................... Liquidity and Capital Resources ............................................................................................................................................ Off-Balance Sheet Arrangements........................................................................................................................................... Contractual Obligations.......................................................................................................................................................... Critical Accounting Estimates................................................................................................................................................ Recently Issued Accounting Pronouncements ....................................................................................................................... 30 32 34 34 36 46 51 53 56 57 58 59 61 62 62 68 29 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations SUMMARYRR OF RESULTS Net Income was $120.9 million ($2.34 per unrestricted common share) for the year ended December 31, 2017, compared to $16.8 million ($0.33 per unrestricted common share) for the year ended December 31, 2016. Income from Continuing Operations was $119.9 million ($2.32 per unrestricted common share) in 2017, compared to $12.7 million ($0.25 per unrestricted common share) in 2016. A reconciliation of Segment Net Operating Income to Consolidated Net Operating Income (a non-GAAP financial measure) and to Net Income for the years ended December 31, 2017, 2016 and 2015 is presented below. DOLLARS IN MILLIONS Segment Net Operating Income (Loss): Property & Casualty Insurance........................................ Life & Health Insurance .................................................. Total Segment Net Operating Income.................................. Corporate and Other Net Operating Income (Loss) From: .. Effects of Tax Law Changes............................................ Other ................................................................................ Corporate and other Net Operating Loss.............................. Consolidated Net Operating Income .................................... Net Income (Loss) From: Net Realized Gains on Sales of Investments................... Net Impairment Losses Recognized in Earnings............. Loss from Early Extinguishment of Debt........................ Income from Continuing Operations.................................... Income from Discontinued Operations ................................ Net Income ........................................................................... $ $ Net Income 2017 Compared with 2016 2017 2016 Increase (Decrease) in Income from 2016 to 2017 Increase (Decrease) in Income from 2015 to 2016 2015 10.7 60.5 71.2 7.4 1.5 8.9 80.1 $ 7.8 90.8 98.6 (2.9) $ 30.3 27.4 $ $ 26.7 71.7 98.4 7.4 (13.5) (6.1) 92.5 36.7 (9.3) — 119.9 1.0 120.9 $ — (15.0) (15.0) 12.4 21.5 (21.2) — 12.7 4.1 16.8 15.2 11.9 — 107.2 (3.1) 104.1 $ $ — (28.5) (28.5) 69.9 33.9 (17.7) (5.9) 80.2 5.5 85.7 $ (29.6) (41.4) (71.0) — 13.5 13.5 (57.5) (12.4) (3.5) 5.9 (67.5) (1.4) (68.9) The Company’s net income increased by $104.1 million in 2017, compared to 2016. In the Property & Casualty Insurance segment, segment net operating results increased by $10.7 million due primarily to lower underlying losses and LAE as a percentage of earned premiums and, to a lesser extent, lower insurance expenses as a percentage of earned premiums and higher net investment income from Alternative Investments, partially offset by higher incurred catastrophe losses and LAE (excluding reserve development). See MD&A, “Property & Casualty Insurance,” beginning on page 36 for additional discussion of the segment’s results. In the Life & Health Insurance segment, segment net operating income increased by $60.5 million due primarily to a $50.5 million after-tax charge in 2016 to recognize the impact of using death verification databases in the Company’s operations, including to determine its IBNR liability for unpaid claims and claims adjustment expenses for life insurance products. See MD&A, “Life & Health Insurance,” beginning on page 46 for additional discussion of the segment’s results. The Company’s results were also positively impacted in 2017, compared to 2016, by higher net realized gains on sales of investments, lower impairment losses recognized in earnings and a lower unallocated net operating loss, due primarily to an income tax benefit of $7.4 million to recognize the effects of changes in the federal income tax law. See MD&A, “Investment Results,” beginning on page 51 and MD&A, “Income Taxes,” beginning on page 58 for additional discussion. 2016 Compared with 2015 The Company’s net income decreased by $68.9 million in 2016, compared to 2015. In the Property & Casualty Insurance segment, segment net operating results deteriorated by $29.6 million due primarily to higher incurred catastrophe losses and LAE (excluding reserve development) and higher underlying losses and LAE as a percentage of earned premiums, partially offset by lower insurance expenses as a percentage of earned premiums and the impact of the write-off of internal use software in 2015. See MD&A, “Property & Casualty Insurance,” beginning on page 36 for additional discussion of the segment’s 30 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) SUMMARYRR OF RESULTS (Continued) results. See MD&A, “Expenses,” beginning on page 57 for additional information related to the internal use software write-off. In the Life & Health Insurance segment, segment net operating income decreased by $41.4 million due primarily to a $50.5 million after-tax charge to recognize the impact of using death verification databases in the Company’s operations, including to determine its IBNR liability for unpaid claims and claims adjustment expenses for life insurance products, partially offset by the impact of an adjustment recorded in 2015 to correct deferred premium reserves on certain limited pay life insurance policies and lower insurance expenses. See MD&A, “Life & Health Insurance,” beginning on page 46 for additional discussion of the segment’s results. The Company’s results were also significantly and negatively impacted in 2016, compared to 2015, by lower net realized gains on sales of investments and positively impacted in 2016, compared to 2015, from a loss from early extinguishment of debt in 2015. See MD&A, “Investment Results,” beginning on page 51, MD&A, “Expenses” beginning on page 57, and MD&A, “Liquidity and Capital Resources,” beginning on page 59 for additional discussion. Revenues 2017 Compared with 2016 Earned Premiums were $2,350.0 million in 2017, compared to $2,220.0 million in 2016, an increase of $130.0 million. Earned Premiums increased by $121.2 million and $8.8 million in the Property & Casualty Insurance segment and Life & Health Insurance segment, respectively. See MD&A, “Property & Casualty Insurance,” beginning on page 36 and MD&A, “Life & Health Insurance,” beginning on page 46 for discussion of the changes in each segment’s earned premiums. Net Investment Income increased by $28.9 million in 2017 due primarily to higher investment returns from Alternative Investments and higher level of investments in fixed income securities, partially offset by lower yields on fixed income securities. Net Investment Income from Alternative Investments, which consist of Equity Method Limited Liability Investments, Fair Value Option Investments and other limited liability investments included in Equity Securities, increased by $27.1 million. Alternative investment income from Equity Method Limited Liability Investments, other limited liability investments included in Equity Securities, and Fair Value Option Investments increased by $17.3 million, $6.6 million and $3.2 million, respectively, in 2017, compared to 2016. See MD&A, “Investment Results,” under the sub-caption “Net Investment Income” beginning on page 51 for additional discussion. Net Realized Gains on Sales of Investments were $56.5 million in 2017, compared to $33.1 million in 2016. See MD&A, “Investment Results,” under the sub-caption “Net Realized Gains on Sales of Investments” beginning on page 52 for additional discussion. Net Impairment Losses Recognized in Earnings in 2017 and 2016 were $14.3 million and $32.7 million, respectively. See MD&A, “Investment Results,” under the sub-caption “Net Impairment Losses Recognized in Earnings” beginning on page 53 for additional discussion. The Company cannot predict when or if similar investment gains or losses may occur in the future. 2016 Compared with 2015 Earned Premiums were $2,220.0 million in 2016, compared to $2,009.6 million in 2015, an increase of $210.4 million. Earned Premiums increased by $199.6 million and $10.8 million in the Property & Casualty Insurance segment and Life & Health Insurance segment, respectively. See MD&A, “Property & Casualty Insurance,” beginning on page 36 and MD&A, “Life & Health Insurance,” beginning on page 46 for discussion of the changes in each segment’s earned premiums. Net Investment Income decreased by $4.3 million in 2016 due primarily to lower investment returns from Alternative Investments, lower levels and lower returns on investments in equity securities excluding Alternative Investments, and higher level of investments in fixed income securities, partially offset by lower yields on fixed income securities. Net Investment Income from Alternative Investments decreased by $9.2 million. Alternative investment income from Equity Method Limited Liability Investments and Fair Value Option Investments decreased by $11.5 million and $2.1 million, respectively, in 2016, compared to 2015, while alternative investment income from other limited liability investments included in Equity Securities increased by $4.4 million. See MD&A, “Investment Results,” under the sub-caption “Net Investment Income” beginning on page 51 for additional discussion. 31 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) SUMMARYRR OF RESULTS (Continued) Net Realized Gains on Sales of Investments were $33.1 million in 2016, compared to $52.1 million in 2015. See MD&A, “Investment Results,” under the sub-caption “Net Realized Gains on Sales of Investments” beginning on page 52 for additional discussion. Net Impairment Losses Recognized in Earnings in 2016 and 2015 were $32.7 million and $27.2 million, respectively. See MD&A, “Investment Results,” under the sub-caption “Net Impairment Losses Recognized in beginning on page 53 for additional discussion. The Company cannot predict when or if similar investment gains or losses may occur in the future. Recognized Earnings” Earnings CATAAA STROPHES Catastrophes and natural disasters are inherent risks of the property and casualty insurance business. These catastrophic events and natural disasters include, without limitation, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, high winds and winter storms. Such events result in insured losses that are, and will continue to be, a material factor in the results of operations and financial position of the Company’s property and casualty insurance companies. Further, because the level of these insured losses occurring in any one year cannot be accurately predicted, these losses may contribute to material year-to-year fluctuations in the results of operations and financial position of these companies. Specific types of catastrophic events are more likely to occur at certain times within the year than others. This factor adds an element of seasonality to property and casualty insurance claims. The Company has adopted the industry-wide catastrophe classifications of storms and other events promulgated by ISO to track and report losses related to catastrophes. ISO classifies a disaster as a catastrophe when the event causes $25.0 million or more in direct insured losses to property and affects a significant number of policyholders and insurers. ISO-classified catastrophes are assigned a unique serial number recognized throughout the insurance industry. The discussions that follow utilize ISO’s definition of catastrophes. The number of ISO-classified catastrophic events and catastrophe losses and LAE, net of reinsurance recoveries, (excluding loss and LAE reserve development) by range of loss and business segment for the years ended December 31, 2017, 2016 and 2015 are presented below. DOLLARS IN MILLIONS Range of Losses and LAE Per Event: Below $5....................................................... $5 - $10 ......................................................... $10 - $15 ....................................................... $15 - $20 ....................................................... $20 - $25 ....................................................... Greater Than $25 .......................................... Total .............................................................. Property & Casualty Insurance ....................... Life & Health Insurance.................................. Total Catastrophe Losses and LAE ................. 2017 Compared with 2016 Dec 31, 2017 Year Ended Dec 31, 2016 Dec 31, 2015 Number of Events Losses and LAE Number of Events Losses and LAE Number of Events Losses and LAE 39 $ 1 2 — 1 2 45 $ $ $ 61.3 5.3 21.4 — 24.4 72.5 184.9 179.0 5.9 184.9 39 2 — — — 2 43 $ $ $ $ 37.6 13.5 — — — 64.0 115.1 109.6 5.5 115.1 37 3 — — — — 40 $ $ $ $ 43.6 24.7 — — — — 68.3 64.5 3.8 68.3 As shown in the preceding table, catastrophe losses and LAE increased for the year ended December 31, 2017, compared to 2016, due primarily to an increase in the severity of losses on ISO-classified catastrophe events with losses and LAE of less than $15.0 million and estimated losses and LAE associated with two California wildfires in the fourth quarter of 2017 and a Texas hailstorm in March of 2017 (aggregate estimated losses and LAE of $96.4 million, net of reinsurance recoveries), compared to estimated losses and LAE of two significant catastrophe events in 2016 (a Texas hailstorm in March of 2016 and another Texas hailstorm in April of 2016 with aggregate estimated losses and LAE of $64.0 million). In accordance with the terms of the Company’s catastrophe reinsurance program, the Company estimates reinsurance recoveries for losses and LAE incurred related to the two California wildfires, which are classified as separate events by ISO, but a single event under the 32 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CATAAA STROPHES (Continued) Company’s catastrophe reinsurance agreement, to be $11.9 million in 2017. The Company did not have any reinsurance recoveries on catastrophe losses and LAE in 2016 or 2015. 2016 Compared with 2015 As shown in the preceding table, catastrophe losses and LAE increased for the year ended December 31, 2016, compared to 2015, due primarily to two significant catastrophe events in 2016 exceeding $25 million of losses (a hailstorm in Texas in March with losses and LAE of $36.0 million and another hailstorm in Texas in April with losses and LAE of $28.0 million), compared to no such events in 2015, partially offset by lower severity of events below $10 million of losses in 2016, compared to 2015. Catastrophe Reinsurance The Company primarily manages its exposure to catastrophes and other natural disasters through a combination of geographical diversification, restrictions on the amount and location of new business production in such regions, modifications of, and/or limitations to coverages and deductibles for certain perils in such regions and a catastrophe reinsurance program for the Property & Casualty Insurance segment. Coverage for this segment’s catastrophe reinsurance program is provided in various contracts and layers. The Property & Casualty Insurance segment also purchases reinsurance from the FHCF for hurricane losses in Florida at retentions lower than its catastrophe reinsurance program. The Life & Health Insurance segment also purchases reinsurance from the FHCF for hurricane losses in Florida. Except for the coverage provided by the FHCF, the Life & Health Insurance segment does not carry any other catastrophe reinsurance coverage. In 2017, the Property & Casualty Insurance segment had catastrophe reinsurance recoveries of $11.9 million under the catastrophe reinsurance program. Catastrophe recoveries under the FHCF were not material in 2017. Neither segment had catastrophe reinsurance recoveries in 2016 or 2015. In 2017, the Company paid $0.8 million in reinstatement premium to reinstate the first layer of coverage under the Property & Casualty Insurance segment’s catastrophe reinsurance program. The Company did not pay any reinstatement premium in 2016 or 2015. See the “Reinsurance” subsections of the “Property and Casualty Insurance Business” and “Life and Health Insurance Business” sections of Item 1(c), “Description of Business,” and Note 20, “Catastrophe Reinsurance,” to the Consolidated Financial Statements for additional information on the Company’s reinsurance programs. 33 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LOSS AND LAE RESERVE DEVELOPMENT Increases (decreases) in the Company’s property and casualty loss and LAE reserves for the years ended December 31, 2017, 2016 and 2015 to recognize adverse (favorable) loss and LAE reserve development from prior accident years in continuing operations, hereinafter also referred to as “reserve development” in the discussion of segment results, are presented below. DOLLARS IN MILLIONS Property & Casualty Insurance: 2017 2016 2015 Non-catastrophe................................................................................................................ Catastrophe ....................................................................................................................... Total .................................................................................................................................. $ $ 24.5 (5.0) 19.5 $ 4.9 (19.2) (14.3) (5.0) (7.9) (12.9) Life & Health Insurance: Non-catastrophe................................................................................................................ Catastrophe ....................................................................................................................... Total .................................................................................................................................. 0.4 0.5 0.9 — (0.1) (0.1) 1.3 0.1 1.4 Increase (Decrease) in Total Loss and LAE Reserves Related to Prior Years: Non-catastrophe................................................................................................................ Catastrophe ....................................................................................................................... Increase (Decrease) in Total Loss and LAE Reserves Related to Prior Years....................... $ 24.9 (4.5) 20.4 $ 4.9 (19.3) (14.4) $ (3.7) (7.8) (11.5) See MD&A, “Property & Casualty Insurance,” MD&A, “Life & Health Insurance,” and Note 6, “Property and Casualty Insurance Reserves,” to the Consolidated Financial Statements for additional information on the Company’s reserve development. See MD&A, “Critical Accounting Estimates,” of this 2017 Annual Report for additional information pertaining to the Company’s process of estimating property and casualty insurance reserves for losses and LAE, and the estimated variability thereof, development of property and casualty insurance losses and LAE, and a discussion of some of the variables that may impact them. NON-GAAP FINANCIAL MEASURES Pursuant to the rules and regulations of the SEC, the Company is required to file consolidated financial statements prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”). The Company is permitted to include non-GAAP financial measures in its filings provided that they are defined along with an explanation of their usefulness to investors, are no more prominent than the comparable GAAP financial measures and are reconciled to such GAAP financial measures. a These non-GAAP financial measures should not be considered a substitute for the comparable GAAP financial measures, as they do not fully recognize the overall profitability of the Company’s businesses. Underlying Combined Ratio The following discussions of segment results use the non-GAAP financial measures of (i) Underlying Losses and LAE and (ii) Underlying Combined Ratio. Underlying Losses and LAE (also referred to in the discussion as “Current Year Non- catastrophe Losses and LAE”) exclude the impact of catastrophe losses and loss and LAE reserve development from prior years from the Company’s Incurred Losses and LAE, which is the most directly comparable GAAP financial measure. The Underlying Combined Ratio is computed by adding the Current Year Non-catastrophe Losses and LAE Ratio with the Insurance Expense (including write-offs of long-lived assets) Ratio. The most directly comparable GAAP financial measure is the Combined Ratio, which is computed by adding total incurred losses and LAE, including the impact of catastrophe losses and loss and LAE reserve development from prior years, with the Insurance Expense (including write-offs of long-lived assets) Ratio. The Company believes Underlying Losses and LAE and the Underlying Combined Ratio are useful to investors and are used by management to reveal the trends in the Company’s Property & Casualty Insurance business that may be obscured by catastrophe losses and prior year reserve development. These catastrophe losses may cause the Company’s loss trends to vary significantly between periods as a result of their incidence of occurrence and magnitude and can have a significant impact on incurred losses and LAE and the combined ratio. Prior-year reserve developments are caused by unexpected loss development on historical reserves. Because reserve development relates to the re-estimation of losses from earlier years, it has no bearing on the performance of the Company’s insurance products that were in force in the current period. The Company believes it is a 34 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) NON-GAAP FINANCIAL MEASURES (Continued) useful for investors to evaluate these components separately and in the aggregate when reviewing the Company’s underwriting performance. Consolidated Net Operating Income Consolidated Net Operating Income is an after-tax, non-GAAP financial measure and is computed by excluding from Income from Continuing Operations the after-tax impact of: 1) Net Realized Gains on Sales of Investments; 2) Net Impairment Losses Recognized in Earnings related to investments; 3) Loss from Early Extinguishment of Debt; and 4) Significant non-recurring or infrequent items that may not be indicative of ongoing operations. Significant non-recurring items are excluded when (a) the nature of the charge or gain is such that it is reasonably unlikely to recur within two years, and (b) there has been no similar charge or gain within the prior two years. The most directly comparable GAAP financial measure is Income from Continuing Operations. There were no applicable significant non- recurring items that the Company excluded from the calculation of Consolidated Net Operating Income for the years ended December 31, 2017, 2016 or 2015. The Company believes that Consolidated Net Operating Income provides investors with a valuable measure of its ongoing performance because it reveals underlying operational performance trends that otherwise might be less apparent if the items were not excluded. Net Realized Gains on Sales of Investments and Net Impairment Losses Recognized in Earnings related to investments included in the Company’s results may vary significantly between periods and are generally driven by business decisions and external economic developments such as capital market conditions that impact the values of the Company’s investments, the timing of which is unrelated to the insurance underwriting process. Loss from Early Extinguishment of Debt is driven by the Company’s financing and refinancing decisions and capital needs, as well as external economic developments such as debt market conditions, the timing of which is unrelated to the insurance underwriting process. Significant non- recurring items are excluded because, by their nature, they are not indicative of the Company’s business or economic trends. 35 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE Selected financial information for the Property & Casualty Insurance segment is presented below. DOLLARS IN MILLIONS Net Premiums Written...................................................................................................... 2017 $ 1,769.6 2016 $ 1,620.9 2015 $ 1,406.2 Earned Premiums ............................................................................................................. $ 1,736.0 94.3 Net Investment Income .................................................................................................... Other Income ................................................................................................................... Total Revenues................................................................................................................. Incurred Losses and LAE related to: 1,831.4 1.1 $ 1,614.8 72.4 0.5 1,687.7 $ 1,415.2 73.3 0.6 1,489.1 Current Year: Non-catastrophe Losses and LAE .......................................................................... Catastrophe Losses and LAE ................................................................................. 1,251.5 179.0 1,223.9 109.6 1,034.6 64.5 Prior Years: Non-catastrophe Losses and LAE .......................................................................... Catastrophe Losses and LAE ................................................................................. Total Incurred Losses and LAE ....................................................................................... Insurance Expenses, Excluding Write-offs of Long-lived Assets.................................... Write-offs of Long-lived Assets....................................................................................... Operating Profit (Loss) .................................................................................................... Income Tax Benefit.......................................................................................................... Segment Net Operating Income (Loss)............................................................................ $ 24.5 (5.0) 1,450.0 382.8 — (1.4) 9.2 7.8 4.9 (19.2) 1,319.2 385.7 — (17.2) 14.3 (2.9) $ (5.0) (7.9) 1,086.2 368.1 11.1 23.7 3.0 26.7 $ y g Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio................................................................................. Insurance Expense Ratio, Excluding Write-offs of Long-lived Assets............................ Impact on Ratio from Write-offs of Long-lived Assets ................................................... Combined Ratio ............................................................................................................... Underlying Combined Ratio Current Year Non-catastrophe Losses and LAE Ratio..................................................... Insurance Expense Ratio, Excluding Write-offs of Long-lived Assets............................ Impact on Ratio from Write-offs of Long-lived Assets ................................................... Underlying Combined Ratio ............................................................................................ Non-GAAP Measure Reconciliation Underlying Combined Ratio ............................................................................................ Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Combined Ratio as Reported ........................................................................................... 72.1% 75.8% 73.2% 10.3 1.4 (0.3) 83.5 22.1 — 6.8 0.3 (1.2) 81.7 23.9 — 4.6 (0.4) (0.6) 76.8 26.0 0.8 105.6% 105.6% 103.6% 72.1% 22.1 — 94.2% 94.2% 10.3 1.4 (0.3) 105.6% 75.8% 23.9 — 99.7% 99.7% 6.8 0.3 (1.2) 105.6% 73.2% 26.0 0.8 100.0% 100.0% 4.6 (0.4) (0.6) 103.6% 36 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) CATAAA STROPHE FREQUENCY AND SEVERITY DOLLARS IN MILLIONS Range of Losses and LAE Per Event: Below $5 ............................................................................................... $5 - $10 ................................................................................................. $10 - $15 ............................................................................................... $15 - $20 ............................................................................................... $20 - $25 ............................................................................................... Greater Than $25................................................................................... Total....................................................................................................... INSURANCE RESERVES DOLLARS IN MILLIONS Insurance Reserves: Dec 31, 2017 Dec 31, 2016 Number of Events Losses and LAE Number of Events Losses and LAE 39 $ 2 1 — 1 2 45 57.3 14.7 10.2 — 24.4 72.4 $ 179.0 39 2 — — — 2 43 $ 33.0 13.2 — — — 63.4 $ 109.6 Dec 31, 2017 Dec 31, 2016 Automobile ....................................................................................................................................... Homeowners ..................................................................................................................................... Other ................................................................................................................................................. Insurance Reserves ................................................................................................................................ $ 795.9 $ 139.7 40.7 976.3 $ $ Insurance Reserves: Loss Reserves: Case.............................................................................................................................................. Incurred But Not Reported........................................................................................................... Total Loss Reserves .......................................................................................................................... LAE Reserves ................................................................................................................................... Insurance Reserves ................................................................................................................................ $ 602.4 $ 239.3 841.7 134.6 976.3 $ $ 754.1 88.9 41.1 884.1 598.0 158.2 756.2 127.9 884.1 See MD&A, “Critical Accounting Estimates,” under the caption “Property and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses” beginning on page 64 for additional information pertaining to the Company’s process of estimating property and casualty insurance reserves for losses and LAE, development of property and casualty insurance losses and LAE from prior accident years, also referred to as “reserve development” in the discussion of segment results, estimated variability of property and casualty insurance reserves for losses and LAE, and a discussion of some of the variables that may impact development of property and casualty insurance losses and LAE and the estimated variability of property and casualty insurance reserves for losses and LAE. Acquisition of Alliance United As discussed in Note 3, “Acquisition of Business,” to the Consolidated Financial Statements, the Company completed its acquisition of Alliance United on April 30, 2015. Alliance United is a provider of nonstandard personal automobile insurance in California and has added significant scale to the Property & Casualty Insurance segment’s premium base. The results of Alliance United’s operations have been included in the Company’s consolidated results since the date of its acquisition, which can obscure certain comparisons of year-over-year results, particularly when analyzing overall segment results as well as the nonstandard personal automobile insurance line of business. 37 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Overall 2017 Compared with 2016 The Property & Casualty Insurance segment reported Segment Net Operating Income of $7.8 million for the year ended December 31, 2017, compared to Segment Net Operating Loss of $2.9 million in 2016. Segment net operating results improved by $10.7 million due primarily to lower underlying losses and LAE as a percentage of earned premiums, particularly in the Company’s nonstandard automobile insurance business, lower insurance expenses as a percentage of earned premiums and higher net investment income from Alternative Investments, partially offset by higher incurred catastrophe losses and LAE (excluding reserve development) and an unfavorable change in loss and LAE reserve development. rtially offset by higher Earned Premiums in the Property & Casualty Insurance segment increased by $121.2 million in 2017, compared to 2016, as higher average earned premium and higher volume accounted for increases of $103.3 million and $17.9 million, respectively. All product lines experienced an increase in average earned premium, although the overall impact on Earned Premiums was driven primarily by nonstandard personal automobile insurance and preferred personal automobile insurance, which had increases due to higher average earned premium of $77.7 million and $14.8 million, respectively. The higher volume was driven by nonstandard personal automobile insurance, which had a volume increase of $56.6 million, partially offset primarily by volume decreases in preferred personal automobile insurance, homeowners insurance and commercial automobile insurance of $16.6 million, $13.2 million, and $6.1 million, respectively. Net Investment Income in the Property & Casualty Insurance segment increased by $21.9 million in 2017, compared to 2016, due primarily to higher investment income from Alternative Investments, and to a lesser extent, higher levels of non-alternative investments. The Property & Casualty Insurance segment reported Net Investment Income from Alternative Investments of $37.4 million in 2017, compared to $20.2 million in 2016. Underlying losses and LAE as a percentage of earned premiums were 72.1% in 2017, a decrease of 3.7 percentage points, compared to 2016, driven primarily by improvements in nonstandard personal automobile insurance, particularly in the Alliance United business. Underlying incurred losses and LAE exclude the impact of catastrophes and loss and LAE reserve development. Catastrophe losses and LAE (excluding reserve development) were $179.0 million in 2017, compared to $109.6 million in 2016, which is an increase of $69.4 million due primarily to California wildfires and higher average severity on catastrophic events with losses and LAE (excluding reserve development) of less than $15 million in 2017, compared to 2016. This increase was partially offset by two large catastrophes, both Texas hailstorms, occurring in 2016, with aggregate estimated losses and LAE of $63.4 million, compared to one such Texas hailstorm, occurring in 2017, with estimated losses and LAE of $42.6 million. Adverse loss and LAE reserve development (including catastrophe reserve development) was $19.5 million in 2017, compared to favorable development of $14.3 million in 2016. Adverse development in 2017 was driven primarily by preferred personal automobile insurance. Insurance expenses were $382.8 million, or 22.1% of earned premiums, in 2017, an improvement of 1.8 percentage points compared to 2016, driven primarily by a mix shift in business written in the segment toward nonstandard personal automobile insurance, which runs at a lower expense ratio, improvement in the Alliance United expense ratio, an increase in the percentage of software development costs eligible for capitalization, cost reduction initiatives and premium growth outpacing growth in fixed costs. The Property & Casualty Insurance segment’s effective income tax rate differs from the federal statutory income tax rate due primarily to tax-exempt investment income and dividends received deductions. Tax-exempt investment income and dividends received deductions were $25.6 million in 2017, compared to $23.7 million in 2016. ff 2016 Compared with 2015 The Property & Casualty Insurance segment reported Segment Net Operating Loss of $2.9 million for the year ended December 31, 2016, compared to Segment Net Operating Income of $26.7 million in 2015. Segment net operating results deteriorated by $29.6 million due primarily to higher incurred catastrophe losses and LAE (excluding reserve development) and higher net operating losses from Alliance United, largely due to it being included in 2016 results for the full year. The deterioration was partially offset by lower underlying losses and LAE as a percentage of earned premiums in the legacy business and the write-off of internal-use software in 2015. 38 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Earned Premiums in the Property & Casualty Insurance segment increased by $199.6 million in 2016, compared to 2015. Excluding the $235.9 million impact from Alliance United, earned premiums decreased by $36.3 million, as lower volume accounted for a decrease of $55.6 million, while higher average earned premium accounted for an increase of $19.3 million. Excluding Alliance United, the lower volume was driven primarily by preferred personal automobile insurance, homeowners insurance and nonstandard personal automobile insurance, which had volume decreases of $28.3 million, $11.9 million and $9.0 million, respectively. Excluding Alliance United, the increase in average earned premium was driven primarily by nonstandard personal automobile insurance, which had an increase of $15.3 million. Net Investment Income in the Property & Casualty Insurance segment decreased by $0.9 million in 2016, compared to 2015, due primarily to lower investment income from Alternative Investments and a lower level of non-alternative investments, partially offset by investment income from the investments acquired from the acquisition of, and the capital contributed to, Alliance United and higher yields on non-alternative investments. The Property & Casualty Insurance segment reported Net Investment Income from Alternative Investments of $20.2 million in 2016, compared to $25.3 million in 2015. Underlying losses and LAE as a percentage of earned premiums were 75.8% in 2016, an increase of 2.6 percentage points, compared to 2015. Alliance United, which runs at a higher underlying losses and LAE ratio but lower insurance expense ratio, added 8.4 percentage points to the overall underlying losses and LAE ratio in 2016, compared to adding 4.8 percentage points in 2015. Excluding the impact of Alliance United, underlying losses and LAE as a percentage of earned premiums were 67.4% in 2016, compared to 68.4% in 2015, or a decrease of 1.0 percentage points, as all product lines improved with the exception of preferred personal automobile insurance, which deteriorated. Underlying incurred losses and LAE exclude the impact of catastrophes and loss and LAE reserve development. Catastrophe losses and LAE (excluding reserve development) were $109.6 million in 2016, compared to $64.5 million in 2015, which is an increase of $45.1 million due primarily to two separate hailstorms in Texas—one in March 2016 with estimated losses and LAE of $36.0 million and another in April 2016 with estimated losses and LAE of $27.4 million. The increase was partially offset by reduced severity of catastrophic events with losses and LAE (excluding reserve development) of less than $10 million in 2016, compared to 2015. Excluding the impact of Alliance United, favorable loss and LAE reserve development (including favorable catastrophe reserve development of $19.2 million in 2016 and $7.9 million in 2015) was $19.4 million in 2016, compared to $20.6 million in 2015. Insurance expenses were $385.7 million, or 23.9% of earned premiums, in 2016. Excluding a write-off of a long-lived asset, insurance expenses were $368.1 million, or 26.0% of earned premiums, in 2015. The improvement in the ratio of 2.1 percentage points from 2015 to 2016 was due primarily to the inclusion of Alliance United, which runs at a lower insurance expense ratio, for a full year in 2016. Excluding the impact of the write-off and Alliance United, insurance expenses decreased by $12.7 million in 2016, compared to 2015, and decreased as a percentage of earned premiums from 28.8% in 2015 to 28.4% in 2016. The Property & Casualty Insurance segment’s effective income tax rate differs from the federal statutory income primarily to tax-exempt investment income, dividends received deductions and estimated indemnification recoveries recognized in earnings pursuant to the Alliance United purchase agreement. Tax-exempt investment income and dividends received deductions were $23.7 million in 2016, compared to $22.6 million in 2015. Indemnification recoveries result in an adjustment to the tax purchase price and are excluded from the determination of taxable income and income tax expense. Estimated indemnification recoveries recognized in earnings were $0.7 million in 2016, all of which has been reported as a reduction of Insurance Expenses. Estimated indemnification recoveries recognized in earnings were $10.4 million in 2015, of which $5.9 million has been reported as a reduction of Incurred Losses and LAE and $4.5 million has been recorded as a reduction of Insurance Expenses. tax rate due ff 39 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Preferred Personal Automobile Insurance Selected financial information for the preferred personal automobile insurance product line follows. DOLLARS IN MILLIONS Net Premiums Written...................................................................................................... 2017 $ 424.4 Earned Premiums ............................................................................................................. $ 422.8 2016 426.1 424.6 $ $ 2015 434.5 449.9 $ $ Incurred Losses and LAE related to: Current Year: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... $ 309.0 $ 308.0 $ 319.5 11.3 11.6 3.0 Prior Years: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Total Incurred Losses and LAE ....................................................................................... 19.5 (0.2) $ 339.6 $ 4.9 (0.3) 324.2 (15.0) (0.2) 307.3 $ Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio ................................................................................. 73.0% 2.7 4.6 — 80.3% 72.6% 2.7 1.2 (0.1) 76.4% 70.9% 0.7 (3.3) — 68.3% 2017 Compared with 2016 Earned premiums in preferred personal automobile insurance decreased by $1.8 million in 2017, compared to 2016, as lower volume accounted for a decrease of $16.6 million, while higher average earned premium accounted for an increase of $14.8 million. The run-off of the direct-to-consumer business accounted for approximately 60% of the decrease in earned premiums attributed to lower volume. Incurred losses and LAE were $339.6 million, or 80.3% of earned premiums, in 2017, compared to $324.2 million, or 76.4% of earned premiums, in 2016. Incurred losses and LAE as a percentage of earned premiums increased due primarily to a higher level of adverse loss and LAE reserve development and higher underlying losses and LAE as a percentage of related earned premiums. Underlying losses and LAE as a percentage of related earned premiums were 73.0% in 2017, compared to 72.6% in 2016, which was a deterioration of 0.4 percentage points due primarily to higher severity of losses, particularly on bodily injury coverages, partially offset by lower frequency of claims on most coverages, particularly bodily injury. Catastrophe losses and LAE (excluding reserve development) were $11.3 million in 2017, compared to $11.6 million in 2016, both periods experiencing higher losses than average due primarily to Hurricane Harvey in 2017, and hailstorms in Texas in both 2017 and 2016. Adverse loss and LAE reserve development was $19.3 million in 2017, compared to $4.6 million in 2016. 2016 Compared with 2015 Earned premiums in preferred personal automobile insurance decreased by $25.3 million in 2016, compared to 2015, as lower volume accounted for a decrease of $28.3 million, while higher average earned premium accounted for an increase of $3.0 million. The run-off of the direct-to-consumer business accounted for approximately 60% of the decrease in earned premiums attributed to lower volume. Incurred losses and LAE were $324.2 million, or 76.4% of earned premiums, in 2016, compared to $307.3 million, or 68.3% of earned premiums, in 2015. Incurred losses and LAE as a percentage of earned premiums increased due to an unfavorable change in loss and LAE reserve development, higher incurred catastrophe losses and LAE (excluding reserve development) and higher underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of related earned premiums were 72.6% in 2016, compared to 70.9% in 2015, which was an deterioration of 1.7 percentage points due primarily to slightly higher severity of losses on most coverages. 40 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Catastrophe losses and LAE (excluding reserve development) were $11.6 million in 2016, compared to $3.0 million in 2015. This increase was driven primarily by the two aforementioned hailstorms in Texas in 2016. Loss and LAE reserve development was adverse by $4.6 million in 2016, compared to favorable development of $15.2 million in 2015. Non-standard Personal Automobile Insurance Selected financial information for the nonstandard personal automobile insurance product line for the years ended December 31, 2017, 2016 and 2015 is presented in the following table. The results for the year ended December 31, 2015 for Alliance United include only the last eight months of the period, which is the period since the date of acquisition. DOLLARS IN MILLIONS Net Premiums Written ......................................................................................................... Earned Premiums................................................................................................................. Incurred Losses and LAE related to: ................................................................................... 2017 $ 992.3 $ 954.3 2016 $ 832.6 2015 $ 596.0 $ 820.0 $ 577.8 Current Year: Non-catastrophe Losses and LAE .................................................................................. Catastrophe Losses and LAE.......................................................................................... Prior Years: Non-catastrophe Losses and LAE .................................................................................. Catastrophe Losses and LAE.......................................................................................... Total Incurred Losses and LAE ........................................................................................... Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio........................................................ Current Year Catastrophe Losses and LAE Ratio ............................................................... Prior Years Non-catastrophe Losses and LAE Ratio........................................................... Prior Years Catastrophe Losses and LAE Ratio.................................................................. Total Incurred Loss and LAE Ratio..................................................................................... $ 750.4 4.8 3.1 (0.2) $ 758.1 $ 714.3 5.7 $ 500.9 3.7 6.8 (0.1) $ 726.7 13.5 (0.1) $ 518.0 78.6% 87.1% 86.8% 0.5 0.3 — 79.4% 0.7 0.8 — 88.6% 0.6 2.3 — 89.7% 2017 Compared with 2016 Earned Premiums on nonstandard personal automobile insurance increased by $134.3 million in 2017, compared to 2016, as higher average earned premium and higher volume accounted for increases of $77.7 million and $56.6 million, respectively. Incurred losses and LAE were $758.1 million, or 79.4% of earned premiums, in 2017, compared to $726.7 million, or 88.6% of earned premiums, in 2016. Incurred losses and LAE as a percentage of earned premiums decreased due primarily to lower underlying losses and LAE as a percentage of earned premiums, and to a lesser extent, a lower level of adverse loss and LAE reserve development. Underlying losses and LAE as a percentage of related earned premiums were 78.6% in 2017, compared to 87.1% in 2016, which was an improvement of 8.5 percentage points due primarily to improvement in both the Alliance United and legacy books of business. For Alliance United, underlying losses and LAE as a percentage of related earned premiums improved 11.5 percentage points due primarily to higher average earned premium and, to a lesser extent, lower frequency of liability claims. For the legacy book, underlying losses and LAE as a percentage of related earned premiums improved 3.9 percentage points due primarily to lower frequency of claims, particularly on liability coverages, and higher average earned premium, partially offset by higher severity of losses on most coverages. Catastrophe losses and LAE (excluding reserve development) were $4.8 million in 2017, compared to $5.7 million in 2016. Adverse loss and LAE reserve development was $2.9 million in 2017, compared to $6.7 million in 2016. 2016 Compared with 2015 i h i d l di Earned Premiums on nonstandard personal automobile insurance increased by $242.2 million in 2016, compared to 2015. bil $6.3 million as hi h hi illi d Excluding the impact from Alliance United, Earned Premiums increased by $ i accounted for an increase of $15.3 million, while l of $9.0 million. Incurred losses and d ume accounted f l illi for a decrease f $ lower vol LAE were $726.7 million, or 88.6% of earned premiums, in 2016, compared to $518.0 million, or 89.7% of f illi d i f ses and LAE were $243.3 million, or 78.2% of related d in 2015. Excluding Alliance United, incurred llos i d d d l d earned premiums, inin i gher average earned premium earned premiums, i d d d lli f $ hil d d l i d d f $ d b d illi lli d b $ i d i l di d $ illi illi illi d $ f f i i i i i l i i 41 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) i i i i f d d d d d d l l l di d premiu f d ms decreased due to lower underlying llos l $to $257 ses and LAE as a d d f h l l ms, in 2015. Excluding the impact of Alliance United, i d h i d d f lower level l l ntage of earned premiums and a l l di ( ) of related earned premiums were 75.9% in 2016, compared to 81.2% in 2015, which was an improvement of f d illi l premiu 84.3% of related earned .0 million, or d d percentage of earned of adverse loss and LAE reserve development, partially offset by higher d b hi h lli d i 2016, comparedd i incurred llos d pperce i incurred catastrophe losses and LAE (excluding reserve development). Excluding Alliance United, underlying losses and LAE as a percentage f i 5.3 percentage points due primarily il i i d laims across all coverages on non- average earned premium l l i California policies and lower severity of property losses on i California policies, partially offset by higher frequency of claims on lif lif f b dil most coverages on California policies and higher severity of bodily injury losses on non-California policies. For Alliance li i i United, underlying losses and LAE as a percentage of rel i d d 2015, which was a deterioration of 1.2 percentage points due primarily to higher frequency of claims on all coverages and, to a f i i l l di l lesser extent, higher severity of losses on most coverages. Catastrophe losses and LAE (excluding reserve development) were illmilliion iin 2016, l $$5.7 compared to $13.4 d i lated earned premiums were 94.0% in 2016, compared to 92.8% in d d , compared to $3.7 million iin 2015 $ illimillion iin 2015. ses and LAE as a ff i ll d l i . Adverse loss and LAE reserve development was $6.7 imillillion iin 2016 $ i i j d il h l li i l i hi h , lower frequency fof cl i hto hi higher f b hi h i d l i l d d l lif f li i ll d $ d hi h d l i f l d hi h f d hi h hi h l di i d i d i ll li i ( d illi l d f d d i l i lif lli lli f i ff ll d d d d f f f ) i i l i l i i i l Homeowners Insurance Selected financial information for the homeowners insurance product line follows. DOLLARS IN MILLIONS Net Premiums Written...................................................................................................... 2017 $ 260.5 Earned Premiums ............................................................................................................. $ 264.8 2016 267.4 271.9 $ $ 2015 276.0 286.3 $ $ Incurred Losses and LAE related to: Current Year: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... $ 129.5 $ 135.5 $ 145.1 157.3 89.0 55.4 Prior Years: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Total Incurred Losses and LAE ....................................................................................... 4.7 (3.7) $ 287.8 $ (3.2) (16.8) 204.5 (3.3) (7.5) 189.7 $ Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio ................................................................................. 48.9% 59.4 1.8 (1.4) 108.7% 49.9% 32.7 (1.2) (6.2) 75.2% 50.7% 19.4 (1.2) (2.6) 66.3% 42 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) 2017 Compared with 2016 Earned premiums in homeowners insurance decreased by $7.1 million in 2017, compared to 2016, as lower volume accounted for a decrease of $13.2 million, while higher average earned premium accounted for an increase of $6.1 million. Incurred losses and LAE were $287.8 million, or 108.7% of earned premiums, in 2017, compared to $204.5 million, or 75.2% of earned premiums, in 2016. Incurred losses and LAE as a percentage of earned premiums increased due to higher incurred catastrophe losses and LAE (excluding reserve development) and an unfavorable change in loss and LAE reserve development, partially offset by lower underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of earned premiums were 48.9% in 2017, compared to 49.9% in 2016, which was an improvement of 1.0 percentage points due primarily to lower frequency of claims, partially offset by higher severity of losses. Catastrophe losses and LAE (excluding reserve development) were $157.3 million in 2017, compared to $89.0 million in 2016. This increase was driven primarily by California wildfires, with estimated losses and LAE of $53.3 million, and higher average severity on catastrophic events in 2017 with losses and LAE (excluding reserve development) of less than $15 million, compared to 2016, partially offset by the impact of the aggregate losses and LAE from the two aforementioned Texas hailstorms that occurred in 2016 exceeding the losses and LAE from the aforementioned Texas hailstorm that occurred in March of 2017. Loss and LAE reserve development was adverse by $1.0 million in 2017, compared to favorable development of $20.0 million in 2016. 2016 Compared with 2015 Earned premiums in homeowners insurance decreased by $14.4 million in 2016, compared to 2015, as lower volume accounted for a decrease of $11.9 million and lower average earned premium accounted for a decrease of $2.5 million. Incurred losses and LAE were $204.5 million, or 75.2% of earned premiums, in 2016, compared to $189.7 million, or 66.3% of earned premiums, in 2015. Incurred losses and LAE as a percentage of earned premiums increased due to higher incurred catastrophe losses and LAE (excluding reserve development), partially offset by a higher level of favorable loss and LAE reserve development and lower underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of earned premiums were 49.9% in 2016, compared to 50.7% in 2015, which was an improvement of 0.8 percentage points due primarily to lower frequency of claims, partially offset by higher severity of losses. Catastrophe losses and LAE (excluding reserve development) were $89.0 million in 2016, compared to $55.4 million in 2015. This increase was driven primarily by the two aforementioned hailstorms in Texas in 2016. Favorable loss and LAE reserve development was $20.0 million in 2016, compared to $10.8 million in 2015. 43 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Commercial Automobile Insurance Selected financial information for the commercial automobile insurance product line follows. DOLLARS IN MILLIONS Net Premiums Written...................................................................................................... Earned Premiums ............................................................................................................. Incurred Losses and LAE related to: Current Year: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Prior Years: $ $ $ Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Total Incurred Losses and LAE ....................................................................................... $ Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio ................................................................................. 2017 2016 2015 $ $ $ $ 51.2 51.4 40.8 0.7 1.0 (0.1) 42.4 79.4% 1.4 1.9 (0.2) 82.5% 51.0 53.3 44.0 0.8 2.5 (0.1) 47.2 82.6% 1.5 4.7 (0.2) 88.6% $ $ $ 54.1 54.5 45.7 0.2 1.8 — $ 47.7 83.8% 0.4 3.3 — 87.5% 2017 Compared with 2016 Earned premiums in commercial automobile insurance decreased by $1.9 million in 2017, compared to 2016, as lower volume accounted for a decrease of $6.1 million, while higher average earned premium accounted for an increase of $4.2 million. Incurred losses and LAE were $42.4 million, or 82.5% of earned premiums, in 2017, compared to $47.2 million, or 88.6% of earned premiums, in 2016. Incurred losses and LAE as a percentage of earned premiums decreased due primarily to lower underlying losses and LAE as a percentage of earned premiums and a lower level of adverse loss and LAE reserve development Underlying losses and LAE as a percentage of earned premiums were 79.4% in 2017, compared to 82.6% in 2016, which was an improvement of 3.2 percentage points due primarily to higher average earned premium and lower frequency of claims, partially offset by higher severity of losses. Adverse loss and LAE reserve development was $0.9 million in 2017, compared to $2.4 million in 2016. 2016 Compared with 2015 Earned premiums in commercial automobile insurance decreased by $1.2 million in 2016, compared to 2015, as lower volume accounted for a decrease of $3.8 million, while higher average earned premium accounted for an increase of $2.6 million. Incurred losses and LAE were $47.2 million, or 88.6% of earned premiums, in 2016, compared to $47.7 million, or 87.5% of earned premiums, in 2015. Incurred losses and LAE as a percentage of earned premiums increased due primarily to a higher level of adverse loss and LAE reserve development and higher incurred catastrophe losses and LAE (excluding reserve development), partially offset by lower underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of earned premiums were 82.6% in 2016, compared to 83.8% in 2015, which was an improvement of 1.2 percentage points due primarily to higher average earned premium and lower severity of losses, partially offset by higher frequency of claims. Adverse loss and LAE reserve development was $2.4 million in 2016, compared to $1.8 million in 2015. 44 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) PROPERTY & CASUALTY INSURANCE (Continued) Other Personal Insurance Other personal insurance products include umbrella, dwelling fire, inland marine, earthquake, boat owners and other liability coverages. Selected financial information for other personal insurance product lines follows. DOLLARS IN MILLIONS Net Premiums Written...................................................................................................... Earned Premiums ............................................................................................................. Incurred Losses and LAE related to: Current Year: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Prior Years: Non-catastrophe Losses and LAE............................................................................... Catastrophe Losses and LAE ...................................................................................... Total Incurred Losses and LAE ....................................................................................... Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio ................................................................................. $ $ $ $ 2017 2016 2015 $ $ $ $ 41.2 42.7 21.8 4.9 (3.8) (0.8) 22.1 51.1% 11.5 (8.9) (1.9) 51.8% 43.8 45.0 22.1 2.5 (6.1) (1.9) 16.6 $ $ $ $ 49.1% 5.6 (13.6) (4.2) 36.9% 45.6 46.7 23.4 2.2 (2.0) (0.1) 23.5 50.1% 4.7 (4.3) (0.2) 50.3% 2017 Compared with 2016 Earned premiums in other personal insurance decreased by $2.3 million in 2017, compared to 2016, as lower volume accounted for a decrease of $2.8 million, while higher average earned premium accounted for an increase of $0.5 million. Incurred losses and LAE were $22.1 million, or 51.8% of earned premiums, in 2017, compared to $16.6 million, or 36.9% of earned premiums, in 2016. Incurred losses and LAE as a percentage of earned premiums increased due to a lower level of favorable loss and LAE reserve development, higher catastrophe losses and LAE (excluding reserve development) and, to a lesser extent, higher underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of earned premiums were 51.1% in 2017, compared to 49.1% in 2016, which was a deterioration of 2.0 percentage points due primarily to higher frequency of umbrella claims, partially offset by lower severity of losses on umbrella claims. Catastrophe losses and LAE (excluding reserve development) were $4.9 million in 2017, compared to $2.5 million in 2016. Favorable loss and LAE reserve development was $4.6 million in 2017, compared to $8.0 million in 2016. 2016 Compared with 2015 Earned premiums in other personal insurance decreased by $1.7 million in 2016, compared to 2015, as lower volume accounted for a decrease of $2.6 million, while higher average earned premium accounted for an increase of $0.9 million. Incurred losses and LAE were $16.6 million, or 36.9% of earned premiums, in 2016, compared to $23.5 million, or 50.3% of earned premiums, in 2015. Incurred losses and LAE as a percentage of earned premiums decreased due to a higher level of favorable loss and LAE reserve development and, to a lesser extent, lower underlying losses and LAE as a percentage of earned premiums. Underlying losses and LAE as a percentage of earned premiums were 49.1% in 2016, compared to 50.1% in 2015, which was an improvement of 1.0 percentage points due primarily to lower frequency of non-umbrella claims and lower severity of losses on most coverages, partially offset by higher frequency of umbrella claims and lower average earned premium. Catastrophe losses and LAE (excluding reserve development) were $2.5 million in 2016, compared to $2.2 million in 2015. Favorable loss and LAE reserve development was $8.0 million in 2016, compared to $2.1 million in 2015. 45 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE Selected financial information for the Life & Health Insurance segment is presented below. DOLLARS IN MILLIONS Earned Premiums: 2017 2016 2015 Life.................................................................................................................................... Accident and Health ......................................................................................................... Property............................................................................................................................. Total Earned Premiums ......................................................................................................... Net Investment Income.......................................................................................................... Other Income ......................................................................................................................... Total Revenues ...................................................................................................................... Policyholders’ Benefits and Incurred Losses and LAE......................................................... Insurance Expenses ............................................................................................................... Operating Profit ..................................................................................................................... Income Tax Expense.............................................................................................................. Segment Net Operating Income ............................................................................................ $ $ 379.7 161.7 72.6 614.0 221.5 2.6 838.1 387.4 312.2 138.5 (47.7) 90.8 $ $ 381.6 149.4 74.2 605.2 213.2 2.8 821.2 461.6 313.9 45.7 (15.4) 30.3 $ $ 374.1 144.9 75.4 594.4 214.2 2.4 811.0 381.3 320.0 109.7 (38.0) 71.7 DOLLARS IN MILLIONS Insurance Reserves: INSURANCE RESERVES Dec 31, 2017 Dec 31, 2016 Future Policyholder Benefits................................................................................................................ Incurred Losses and LAE Reserves: $ 3,357.5 $ 3,311.5 Life .................................................................................................................................................. Accident and Health ........................................................................................................................ Property ........................................................................................................................................... Total Incurred Losses and LAE Reserves ............................................................................................ Insurance Reserves.................................................................................................................................... 140.0 23.5 4.1 167.6 $ 3,525.1 141.9 21.9 4.5 168.3 $ 3,479.8 Use of Death Verification Databases In the third quarter of 2016, the Company’s Life & Health segment voluntarily began implementing a comprehensive process under which it cross-references its life insurance policies against the DMF and other death verification databases to identify potential situations where the beneficiaries may not have filed a claim following the death of an insured and initiate an outreach process to identify and contact beneficiaries and settle claims. Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses for the year ended December 31, 2016 include a pre-tax charge of $77.8 million to recognize the initial impact of using death verification databases in the Company’s operations, including to determine its IBNR liability for unpaid claims and claims adjustment expenses for life insurance products. See Note 2, “Summary of Accounting Policies and Accounting Changes.” to the Consolidated Financial Statements under the sub-caption “Insurance Reserves” for additional discussion. 2017 Compared with 2016 Earned Premiums in the Life & Health Insurance segment increased by $8.8 million for the year ended December 31, 2017, compared to 2016 due primarily to higher volume from accident and health insurance products offered by Reserve National, partially offset by lower earned premiums on property insurance products offered by Kemper Home Service Companies (“KHSC”). Net Investment Income increased by $8.3 million in 2017, compared to 2016, due primarily to higher levels of non-alternative investments and higher returns from Alternative Investments, partially offset by lower yields on non-alternative investments. The weighted-average book yield on the Company’s life and health insurance subsidiaries’ investments in fixed maturities was approximately 5.4% and 5.5% at December 31, 2017 and 2016, respectively. A protracted low interest rate environment, 46 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE (Continued) relative to the Life & Health Insurance segment’s fixed income portfolio, could adversely impact the weighted-average book yield on these subsidiaries’ investments in fixed maturities. For example, the weighted-average book yield on the subsidiaries’ investments in fixed maturities will decline if new money is invested at yields below the portfolio rate. Also, the weighted- average book yield on the subsidiaries’ investments in fixed maturities will decline, to the extent that investments maturing are not used for such purposes as paying claims and expenses, if the reinvested portion is at a yield that is lower than the book yield of the maturing investment. To help illustrate the potential impact, the subsidiaries’ investments in fixed maturities that are maturing over the next five years totaled $751.7 million at December 31, 2017. The weighted-average book yield on such investments was 6.7% at December 31, 2017. The reinvestment rate for the subsidiaries’ investments in fixed maturities was approximately 5.6% in 2017 with an average duration of 7.6 years at December 31, 2017. Policyholders’ Benefits and Incurred Losses and LAE decreased by $74.2 million in 2017, compared to 2016. Excluding the initial impact of using death verification databases described above, Policyholders’ Benefits and Incurred Losses and LAE increased by $3.6 million due primarily to growth in the Company’s accident and health insurance business, partially offset by lower policyholders’ benefits on life insurance. Insurance Expenses in the Life & Health Insurance segment decreased by $1.7 million due primarily to a higher portion of agent compensation for KHSC being deferrable as well as lower legal and agent incentive conference expenses for KHSC, partially offset by higher commission and amortization expense for Reserve National. Segment Net Operating Income in the Life & Health Insurance segment was $90.8 million for the year ended December 31, 2017, compared to $30.3 million in 2016. 2016 Compared with 2015 Earned Premiums in the Life & Health Insurance segment increased by $10.8 million for the year ended December 31, 2016, compared to 2015 due primarily to the impact of an adjustment of $7.6 million recorded in 2015 to correct deferred premium reserves on certain limited pay life insurance policies. Net Investment Income decreased by $1.0 million in 2016, compared to 2015, due primarily to lower yields on investments in fixed income securities and lower levels of Alternative Investments, partially offset by higher levels of investments in non- alternative investments. Policyholders’ Benefits and Incurred Losses and LAE increased by $80.3 million in 2016, compared to 2015. Excluding the impact of using death verification databases described above, Policyholders’ Benefits and Incurred Losses and LAE increased by $2.5 million due primarily to higher policyholders’ benefits on life insurance, partially offset by lower incurred losses and LAE on property insurance and accident and health insurance. Insurance Expenses in the Life & Health Insurance segment decreased by $6.1 million due primarily to lower legal costs, partially offset by higher agent and field management compensation costs for KHSC and the impact of an adjustment made in 2015 to deferred policy acquisition costs for Reserve National. Segment Net Operating Income in the Life & Health Insurance segment was $30.3 million for the year ended December 31, 2016, compared to $71.7 million in 2015. 47 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE (Continued) Life Insurance Selected financial information for the life insurance product line follows. DOLLARS IN MILLIONS Earned Premiums ............................................................................................................. $ Net Investment Income .................................................................................................... Other Income ................................................................................................................... Total Revenues................................................................................................................. Policyholders’ Benefits and Incurred Losses and LAE ................................................... Insurance Expenses.......................................................................................................... Operating Profit ............................................................................................................... Income Tax Expense ........................................................................................................ Total Product Line Net Operating Income....................................................................... $ 2017 Compared with 2016 2017 2016 2015 379.7 $ 381.6 206.3 2.3 590.2 356.3 211.3 22.6 (7.5) 15.1 $ $ 214.3 2.4 596.4 274.1 207.9 114.4 (39.3) 75.1 374.1 207.2 1.9 583.2 274.9 221.7 86.6 (30.1) 56.5 Earned premiums on life insurance decreased by $1.9 million in 2017, compared to 2016, due primarily to the termination of the relationship between Reserve National and one of its brokers. Policyholders’ benefits on life insurance were $274.1 million in 2017, compared to $356.3 million in 2016, a decrease of $82.2 million. Excluding the initial impact of using death verification databases described above, Policyholders’ Benefits and Incurred Losses and LAE decreased by $4.4 million due primarily to lower policyholder benefits on Reserve National’s life insurance products. Insurance Expenses decreased by $3.4 million in 2017, compared to 2016, due primarily to a higher portion of agent compensation for KHSC being deferrable as well as lower legal and agent incentive conference expenses for KHSC, partially offset by higher commission and other general expenses for Reserve National. 2016 Compared with 2015 Earned premiums on life insurance increased by $7.5 million in 2016, compared to 2015, due primarily to an adjustment of $7.6 million recorded in the first quarter of 2015 to correct deferred premium reserves on certain limited pay life insurance policies. Excluding the adjustment, earned premiums on life insurance decreased by $0.1 million as a decrease of $3.4 million from life insurance products offered by KHSC was offset by an increase of $3.3 million from life insurance products offered by Reserve National. Policyholders’ benefits on life insurance were $356.3 million in 2016, compared to $274.9 million in 2015, an increase of $81.4 million. Excluding the impact of using death verification databases described above, Policyholders’ Benefits and Incurred Losses and LAE increased by $3.6 million. Insurance Expenses decreased by $10.4 million in 2016, compared to 2015, due primarily to lower legal costs, partially offset by higher agent and field management compensation costs for KHSC. 48 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE (Continued) Accident and Health Insurance Selected financial information for the accident and health insurance product line follows. DOLLARS IN MILLIONS Earned Premiums ............................................................................................................. $ Net Investment Income .................................................................................................... Other Income ................................................................................................................... Total Revenues................................................................................................................. Policyholders’ Benefits and Incurred Losses and LAE ................................................... Insurance Expenses.......................................................................................................... Operating Profit ............................................................................................................... Income Tax Expense ........................................................................................................ Total Product Line Net Operating Income....................................................................... $ 2017 2016 2015 161.7 $ 149.4 $ 144.9 5.2 0.2 167.1 88.7 71.7 6.7 (2.5) 4.2 $ 5.4 0.5 155.3 80.3 67.6 7.4 (2.5) 4.9 $ 5.5 0.5 150.9 80.8 63.8 6.3 (2.2) 4.1 2017 Compared with 2016 Earned premiums on accident and health insurance increased by $12.3 million in 2017, compared to 2016, due primarily to higher volume on accident and health insurance products offered by Reserve National and, to a lesser extent, lower accrued medical loss ratio (“MLR”) premium rebates. Incurred accident and health insurance losses were $88.7 million, or 54.9% of accident and health insurance earned premiums, in 2017, compared to $80.3 million, or 53.7% of accident and health insurance earned premiums, in 2016. Incurred accident and health insurance losses increased as a percentage of earned premiums due primarily to deterioration in the ratios on critical illness and hospital indemnity products. Insurance Expenses increased by $4.1 million in 2017, compared to 2016, due primarily to higher commission expense for Reserve National due in part to a higher volume of earned premium. 2016 Compared with 2015 Earned premiums on accident and health insurance increased by $4.5 million in 2016, compared to 2015, due primarily to higher volume. Incurred accident and health insurance losses were $80.3 million, or 53.7% of accident and health insurance earned premiums, in 2016, compared to $80.8 million, or 55.8% of accident and health insurance earned premiums, in 2015. Incurred accident and health insurance losses decreased as a percentage of earned premiums due primarily to lower average claim costs in other supplemental products and a lower level of hospitalization exposure, partially offset by higher frequency and higher average claim costs in Medicare Supplement. Insurance Expenses increased by $3.8 million in 2016, compared to 2015, due primarily to the impact of an adjustment made in 2015 to Reserve National’s deferred policy acquisition costs and the higher level of earned premiums 49 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE (Continued) Property Insurance Selected financial information for the property insurance product line follows. DOLLARS IN MILLIONS Earned Premiums ............................................................................................................. $ Net Investment Income .................................................................................................... Total Revenues................................................................................................................. Incurred Losses and LAE related to: 2017 2016 2015 72.6 2.0 74.6 $ $ 74.2 1.5 75.7 75.4 1.5 76.9 Current Year: Non-catastrophe Losses and LAE .......................................................................... Catastrophe Losses and LAE ................................................................................. Prior Years: Non-catastrophe Losses and LAE .......................................................................... Catastrophe Losses and LAE ................................................................................. Total Incurred Losses and LAE ....................................................................................... Insurance Expenses.......................................................................................................... Operating Profit ............................................................................................................... Income Tax Expense ........................................................................................................ Total Product Line Net Operating Income....................................................................... 17.8 5.9 0.4 0.5 24.6 32.6 17.4 (5.9) $ 11.5 $ Ratios Based On Earned Premiums Current Year Non-catastrophe Losses and LAE Ratio..................................................... Current Year Catastrophe Losses and LAE Ratio............................................................ Prior Years Non-catastrophe Losses and LAE Ratio ....................................................... Prior Years Catastrophe Losses and LAE Ratio............................................................... Total Incurred Loss and LAE Ratio ................................................................................. 24.5% 8.1 0.6 0.7 33.9% 19.6 5.5 — (0.1) 25.0 35.0 15.7 (5.4) 10.3 26.4% 7.4 — (0.1) 33.7% $ 20.4 3.8 1.3 0.1 25.6 34.5 16.8 (5.7) 11.1 27.2% 5.0 1.7 0.1 34.0% 2017 Compared with 2016 Earned premiums on property insurance decreased by $1.6 million in 2017, compared to 2016, due primarily to a lower volume of insurance. Incurred losses and LAE on property insurance were $24.6 million, or 33.9% of property insurance earned premiums, in 2017, compared to $25.0 million, or 33.7% of property insurance earned premiums, in 2016. Underlying losses and LAE on property insurance were $17.8 million, or 24.5% of property insurance earned premiums, in 2017, compared to $19.6 million, or 26.4% of property insurance earned premiums, in 2016, and decreased due to a lower frequency of claims. Catastrophe losses and LAE (excluding development), net of reinsurance recoveries from the Florida Hurricane Catastrophe Fund (the “FHCF”) were $5.9 million in 2017, compared to $5.5 million in 2016. Catastrophe losses and LAE, net of reinsurance from the FHCF, included catastrophe losses and LAE of $3.2 million from Hurricanes Harvey and Irma. Adverse loss and LAE reserve development was $0.9 million in 2017, compared to favorable development of $0.1 million in 2016. Insurance expenses decreased $2.4 million in 2017, compared to 2016, due primarily to lower commission expense due in part to a lower volume of earned premium. 50 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIFE & HEALTH INSURANCE (Continued) 2016 Compared with 2015 Earned premiums on property insurance decreased by $1.2 million in 2016, compared to 2015, due primarily to a lower volume of insurance. Incurred losses and LAE on property insurance were $25.0 million, or 33.7% of property insurance earned premiums, in 2016, compared to $25.6 million, or 34.0% of property insurance earned premiums, in 2015. Underlying losses and LAE on property insurance were $19.6 million, or 26.4% of property insurance earned premiums, in 2016, compared to $20.4 million, or 27.1% of property insurance earned premiums, in 2015. Catastrophe losses and LAE (excluding development) were $5.5 million in 2016, compared to $3.8 million in 2015. Favorable loss and LAE reserve development was $0.1 million in 2016, compared to unfavorable loss and LAE reserve development of $1.4 million in 2015. INVESTMENT RESULTS Net Investment Income Net Investment Income for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Investment Income (Loss): Interest and Dividends on Fixed Maturities...................................................................... Dividends on Equity Securities Excluding Alternative Investments................................ Alternative Investments: Equity Method Limited Liability Investments............................................................. Fair Value Option Investments..................................................................................... Limited Liability Investments Included in Equity Securities ...................................... Total Alternative Investments ........................................................................................... Short-term Investments..................................................................................................... Loans to Policyholders ..................................................................................................... Real Estate ........................................................................................................................ Other ................................................................................................................................. Total Investment Income ....................................................................................................... Investment Expenses: Real Estate ........................................................................................................................ Other Investment Expenses .............................................................................................. Total Investment Expenses .................................................................................................... Net Investment Income.......................................................................................................... $ 2017 Compared with 2016 2017 2016 2015 $ $ 246.6 9.3 242.7 11.8 $ 236.2 14.8 24.8 1.3 28.6 54.7 1.6 21.6 10.7 0.5 345.0 10.5 7.3 17.8 327.2 $ 7.5 (1.9) 22.0 27.6 0.5 21.6 11.8 0.3 316.3 11.0 7.0 18.0 298.3 $ 19.0 0.2 17.6 36.8 0.4 21.1 11.9 — 321.2 11.3 7.3 18.6 302.6 Net Investment Income increased by $28.9 million for the year ended December 31, 2017, compared to 2016, due primarily to higher investment returns from Alternative Investments and higher levels of investments in fixed income securities, partially offset by lower yields on fixed income securities and lower levels of investments in equity securities, excluding alternative investments. 2016 Compared with 2015 Net Investment Income decreased by $4.3 million for the year ended December 31, 2016, compared to 2015, due primarily to lower investment returns from Alternative Investments, lower levels and lower returns on investments in equity securities excluding alternative investments and lower yields on fixed income securities, partially offset by higher level of investments in fixed income securities. 51 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) INVESTMENT RESULTS (Continued) Total Comprehensive Investment Gains (Losses) The components of Total Comprehensive Investment Gains (Losses) for the years ended December 31, 2017, 2016 and 2015 is presented below. DOLLARS IN MILLIONS Recognized in Consolidated Statements of Income: 2017 2016 2015 Gains on Sales ............................................................................................................. Losses on Sales ........................................................................................................... Net Impairment Losses Recognized in Earnings ........................................................ Net Gains (Losses) on Trading Securities................................................................... Net Gain Recognized in Consolidated Statements of Income ......................................... Recognized in Other Comprehensive Income (Loss) ...................................................... Total Comprehensive Investment Gains (Losses)............................................................ $ $ 56.9 (1.0) (14.3) 0.6 42.2 85.5 127.7 $ $ $ 38.0 (5.1) (32.7) 0.2 0.4 (2.5) (2.1) $ 55.3 (2.9) (27.2) (0.3) 24.9 (178.7) (153.8) Net Realized Gains on Sales of Investments The components of Net Realized Gains on Sales of Investments for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Fixed Maturities: 2017 2016 2015 Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. $ $ 8.4 (0.9) $ 17.0 (4.6) Equity Securities: Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. Real Estate: Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. Other Investments: Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. Trading Securities Net Gains (Losses) ............................................................................. Net Realized Gains on Sales of Investments......................................................................... Gross Gains on Sales ............................................................................................................. Gross Losses on Sales ........................................................................................................... Net Gains (Losses) on Trading Securities ............................................................................. Net Realized Gains on Sales of Investments......................................................................... 42.0 — 6.4 — 0.1 (0.1) 0.6 56.5 56.9 (1.0) 0.6 56.5 $ $ $ 19.9 (0.3) 1.1 — — (0.2) 0.2 33.1 38.0 (5.1) 0.2 33.1 $ $ $ $ $ $ 16.1 (1.1) 39.2 (1.6) — (0.2) — — (0.3) 52.1 55.3 (2.9) (0.3) 52.1 Equity Securities Net Realized Gains on Sales of Equity Securities for the year ended December 31, 2017 includes $35.2 million recognized on the sale of exchange traded fund shares due to tax planning initiatives and portfolio allocation adjustments. Net Realized Gains on Sales of Equity Securities for the year ended December 31, 2016 includes a net realized gain of $8.1 million from a transaction in which the Company’s investment in the common stock of a company was acquired by another company for cash and shares of such acquiring company. In 2015, the Company sold $149.9 million of equity securities due to portfolio allocation adjustments and tax planning initiatives. The Company recognized Gains on Sales of Equity Securities of $31.4 million and Losses on Sales of Equity Securities of $0.7 million resulting from such sales. 52 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) INVESTMENT RESULTS (Continued) Other sales activity in 2017, 2016 and 2015 was due to normal portfolio management. Net Impairment Losses Recognized in Earnings Recognized Earnings The Company regularly reviews its investment portfolio for factors that may indicate that a decline in the fair value of an investment is other-than-temporary. Losses arising from other-than-temporary declines in fair value are reported in the Consolidated Statements of Income in the period that the declines are determined to be other-than-temporary. Information pertaining to Net Impairment Losses Recognized in Earnings reported in the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 is presented below. 2017 2016 2015 DOLLARS IN MILLIONS Fixed Maturities ................................................................ $ (12.1) (2.2) Equity Securities ............................................................... — Real Estate......................................................................... Net Impairment Losses Recognized in Earnings .............. $ (14.3) Amount Number of Issuers/ Properties Amount Number of Issuers/ Properties Amount 10 $ (26.6) (5.6) 5 (0.5) $ (32.7) — 12 $ 14 1 $ (11.5) (15.7) — (27.2) Number of Issuers/ Properties 9 25 — Fixed Maturities Net Impairment Losses Recognized in the Consolidated Statements of Income for the year ended December 31, 2017 related to Investments in Fixed Maturities include losses of $10.4 million due to the Company’s intent to sell or requirement to sell bonds of eight issuers and credit losses of $1.7 million from other-than-temporary declines in the fair values of investments in fixed maturities of two issuers. Net Impairment Losses Recognized in the Consolidated Statements of Income for the year ended December 31, 2016 related to Investments in Fixed Maturities include losses of $23.9 million due to the Company’s intent to sell or requirement to sell bonds of 11 issuers and credit losses of $2.7 million from other-than-temporary declines in the fair values of investments in fixed maturities of one issuer. Net Impairment Losses Recognized in the Consolidated Statements of Income for the year ended December 31, 2015 related to Investments in Fixed Maturities include losses of $4.3 million due to the Company’s intent to sell or requirement to sell bonds of four issuers and credit losses of $7.2 million from other-than-temporary declines in the fair values of investments in fixed maturities of six issuers. Real Estate The Company did not recognize any impairment losses related to Investments in Real Estate in the Consolidated Statements of Income for the years ended December 31, 2017 or December 31, 2015. Net Impairment Losses Recognized in the Consolidated Statements of Income for the year ended December 31, 2016 related to Investments in Real Estate includes a loss of $0.5 million due to the Company’s intent to sell one property. INVESTMENT QUALITY AND CONCENTRATIONS The Company’s fixed maturity investment portfolio is comprised primarily of high-grade municipal, corporate and agency bonds. At December 31, 2017, 89% of the Company’s fixed maturity investment portfolio was rated investment-grade, which the Company defines as a security issued by a high quality obligor with at least a relatively stable credit profile and where it is highly likely that all contractual payments of principal and interest will timely occur and carry a rating from the National Association of Insurance Commissioners (“NAIC”) of 1 or 2. Securities with a rating of 1 or 2 from the NAIC typically are rated by one or more Nationally Recognized Statistical Rating Organizations and either have a rating of AAA, AA, A or BBB from Standard & Poor’s (“S&P”); a rating of Aaa, Aa, A or Baa from Moody’s Investors Service (“Moody’s”); or a rating of AAA, AA, A or BBB from Fitch Ratings. 53 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) INVESTMENT QUALITY AND CONCENTRATRR IONS (Continued) The following table summarizes the credit quality of the fixed maturity investment portfolio at December 31, 2017 and 2016: NAIC Rating 1 2 3-4 5-6 Fair Value Rating in Millions AAA, AA, A............................................................................... $ 3,481.8 1,335.2 BBB............................................................................................ 357.2 BB, B.......................................................................................... 208.5 CCC or Lower ............................................................................ Total Investments in Fixed Maturities ....................................................... $ 5,382.7 Percentage of Total Fair Value in Millions 64.6% $ 3,280.4 24.8 1,338.2 6.7 321.6 3.9 184.7 100.0% $ 5,124.9 Percentage of Total 64.0% 26.1 6.3 3.6 100.0% Dec 31, 2017 Dec 31, 2016 Gross unrealized losses on the Company’s investments in below-investment-grade fixed maturities were $6.9 million and $12.7 million at December 31, 2017 and 2016, respectively. The following table summarizes the fair value of the Company’s investments in governmental fixed maturities at December 31, 2017 and 2016: Dec 31, 2017 Dec 31, 2016 DOLLARS IN MILLIONS U.S. Government and Government Agencies and Authorities .................. $ States and Political Subdivisions: Fair Value 556.1 States........................................................................................................ Political Subdivisions .............................................................................. 936.7 Revenue Bonds........................................................................................ 3.2 Foreign Governments................................................................................. Total Investments in Governmental Fixed Maturities ............................... $ 2,261.1 171.1 594.0 Percentage of Total Investments Fair Value 336.3 8.2% $ 8.7 2.5 13.8 — 655.3 174.7 884.9 3.4 33.2% $ 2,054.6 Percentage of Total Investments 5.1% 9.9 2.6 13.4 0.1 31.1% The following table summarizes the fair value of the Company’s investments in non-governmental fixed maturities by industry at December 31, 2017 and 2016: Dec 31, 2017 Dec 31, 2016 Percentage of Total Investments Fair Value 17.2% $ 1,227.8 11.5 742.6 6.7 391.6 5.2 2.4 1.5 101.9 1.2 69.2 0.2 14.4 0.1 1.5 46.0% $ 3,070.3 364.1 157.2 Percentage of Total Investments 18.6% 11.2 5.9 5.5 2.4 1.5 1.0 0.2 — 46.3% DOLLARS IN MILLIONS Manufacturing............................................................................................ Finance, Insurance and Real Estate ........................................................... Services ...................................................................................................... Transportation, Communication and Utilities............................................ Mining........................................................................................................ Retail Trade................................................................................................ Wholesale Trade......................................................................................... Agriculture, Forestry and Fishing .............................................................. Other .......................................................................................................... Total Investments in Non-governmental Fixed Maturities ........................ Fair Value $ 1,168.8 780.2 453.3 353.7 163.5 102.6 81.3 14.5 3.7 $ 3,121.6 54 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) INVESTMENT QUALITY AND CONCENTRATRR IONS (Continued) The following table summarizes the fair value of the Company’s investments in non-governmental fixed maturities by range of amount invested at December 31, 2017. DOLLARS IN MILLIONS Below $5 ............................................................................................................................................... $5 -$10 .................................................................................................................................................. $10 - $20 ............................................................................................................................................... $20 - $30 ............................................................................................................................................... Greater Than $30................................................................................................................................... Total....................................................................................................................................................... Number of Issuers 459 146 66 12 2 Aggregate Fair Value 910.9 $ 966.7 890.0 287.4 66.6 685 $ 3,121.6 The Company’s short-term investments primarily consist of money market funds, U.S. Treasury securities with maturities of less than one year at the date of purchase, commercial paper and overnight interest bearing accounts. At December 31, 2017, the Company had $116.1 million invested in money market funds which primarily invest in U.S. Treasury securities, $81.2 million invested in U.S. Treasury securities with maturities of less than one year at the date of purchase, $23.0 million invested in commercial paper and $15.2 million invested in overnight interest bearing bank accounts with one of the Company’s custodial banks. The following table summarizes the fair value of the Company’s ten largest exposures, excluding investments in U.S. Government and Government Agencies and Authorities and Short-term Investments, at December 31, 2017. DOLLARS IN MILLIONS Fixed Maturities: States including their Political Subdivisions: Fair Value Percentage of Total Investments Texas ............................................................................................................................................. $ Michigan ....................................................................................................................................... Georgia.......................................................................................................................................... Ohio............................................................................................................................................... Louisiana ....................................................................................................................................... Colorado........................................................................................................................................ Virginia.......................................................................................................................................... Florida ........................................................................................................................................... Wisconsin ...................................................................................................................................... 101.4 87.9 86.6 70.0 68.2 66.3 64.8 62.1 56.4 1.5% 1.3 1.3 1.0 1.0 1.0 1.0 0.9 0.8 Equity Securities—Other Equity Interests: iShares® Core International Stock ETF.............................................................................................. Total ........................................................................................................................................................ $ 60.5 724.2 0.9 10.7% 55 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) INVESTMENTS IN LIMITED LIABILITY COMPANIES AND LIMITED PARTNERSHIPS The Company owns investments in various limited liability investment companies and limited partnerships that primarily invest in mezzanine debt, hedge funds and distressed debt. The Company’s investments in these limited liability investment companies and limited partnerships are reported either as Equity Method Limited Liability Investments, Other Equity Interests and included in Equity Securities, or Fair Value Option Investments depending on the accounting method used to report the investment. See Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements. Additional information pertaining to these investments at December 31, 2017 and 2016 is presented below. Asset Class Reported as Equity Method Limited Liability Investments at Cost Plus Cumulative Undistributed Earnings: Distressed Debt............................................................................................... Mezzanine Debt .............................................................................................. Secondary Transactions .................................................................................. Senior Debt ..................................................................................................... Growth Equity ................................................................................................ Leveraged Buyout........................................................................................... Other ............................................................................................................... Total Equity Method Limited Liability Investments ........................................... Reported as Other Equity Interests at Fair Value: Mezzanine Debt .............................................................................................. Senior Debt ..................................................................................................... Distressed Debt............................................................................................... Secondary Transactions .................................................................................. Leveraged Buyout........................................................................................... Other ............................................................................................................... Total Reported as Other Equity Interests at Fair Value ....................................... Reported as Fair Value Option Investments: Unfunded Commitment Dec 31, 2017 Reported Value in Millions Dec 31, 2017 Dec 31, 2016 $ — $ 60.4 18.9 21.6 — 0.1 — 101.0 87.1 28.8 4.7 10.4 3.3 7.0 141.3 — $ 47.5 73.0 20.6 4.8 5.7 3.3 6.1 161.0 102.2 35.5 16.6 8.9 6.3 33.4 202.9 77.5 65.4 63.2 27.3 6.6 4.6 — 8.8 175.9 97.6 36.4 18.8 11.9 6.5 38.4 209.6 111.4 496.9 Hedge Fund..................................................................................................... Total Investments in Limited Liability Companies and Limited Partnerships.... $ 242.3 $ 441.4 $ The Company expects that it will be required to fund its commitments over the next several years. The Company expects that the proceeds from distributions from these investments will be the primary source of funding of such commitments. The Company engages in limited hedging activities to optimize exposure to foreign currencies and changes in interest rates. In 2017 the Company entered into a cross-currency interest rate swap to hedge the foreign denominated cash flows of one fixed maturity investment. In 2016, in anticipation of a debt offering in 2017, the Company entered into a cash flow hedge to optimize exposure to changes in interest rates. The Company does not directly participate, as either a lender or borrower of securities, in any securities lending program, nor does the Company participate directly in credit default swaps. The Company has limited exposure to such programs and activities by virtue of its investments in the limited liability investment companies and limited partnerships noted above. See Note 7 “Debt,” to the Consolidated Financial Statements for additional discussion of the cash flow hedge entered into by the Company in 2016 in anticipation of a debt offering in 2017. 56 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) EXPENSES Expenses for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Commissions ......................................................................................................................... General Expenses .................................................................................................................. Taxes, Licenses and Fees....................................................................................................... Total Costs Incurred .............................................................................................................. Policy Acquisition Costs: Deferred ............................................................................................................................ Amortized ......................................................................................................................... Net Policy Acquisition Costs Deferred.................................................................................. Amortization of Insurance in Force....................................................................................... Insurance Expenses ............................................................................................................... Write-off of Long-lived Asset ............................................................................................... Loss from Early Extinguishment of Debt.............................................................................. Interest and Other Expenses: Interest Expense................................................................................................................ Other Expenses: $ 2017 425.6 194.1 52.8 672.5 $ 2016 399.2 209.0 48.8 657.0 $ 2015 357.6 241.1 44.2 642.9 (351.6) 318.3 (33.3) 5.1 644.3 — — (314.9) 299.3 (15.6) 5.9 647.3 — — (270.6) 257.4 (13.2) 15.4 645.1 11.1 9.1 34.9 44.4 46.5 Curtailment Gains, Net ................................................................................................ Loss on Cash Flow Hedge ........................................................................................... Other ............................................................................................................................ Other Expenses ................................................................................................................. Interest and Other Expenses .................................................................................................. Total Expenses....................................................................................................................... $ — 1.1 44.6 45.7 80.6 724.9 $ (2.6) — 48.5 45.9 90.3 737.6 $ — — 61.1 61.1 107.6 772.9 Insurance Expenses Insurance Expenses decreased by $3.0 million for the year ended December 31, 2017, compared to 2016, due primarily to a lower premium deficiency in the Alliance United nonstandard personal automobile book of business, which allows for a higher percentage of acquisition costs to be deferred, an increase in the percentage of software development costs eligible for capitalization as projects moved from the preliminary project stage to the application development stage, and cost reduction initiatives, partially offset by growth in business. Insurance Expenses increased by $2.2 million for the year ended December 31, 2016, compared to 2015, due primarily to growth in business, partially offset by lower amortization of insurance in force. Write-off of Long-lived Assets In June 2015, the Company decided to cease funding for and abandon a computer software development project for the Company’s Property & Casualty Insurance segment. Accordingly, the Company recorded a charge of $11.1 million before taxes to write off such software in 2015. Loss from Early Extinguishment of Debt Prior to their scheduled maturity, Kemper redeemed in full the $250.0 million outstanding principal amount of its 6.00% senior notes due November 30, 2015. Kemper recognized a loss of $9.1 million before income taxes in 2015 from the early redemption of these senior notes. Interest and Other Expenses Interest expense decreased by $9.5 million for the year ended December 31, 2017, compared to 2016, due primarily to lower levels of debt outstanding and a lower average effective interest rate thereon. See MD&A, “Liquidity and Capital Resources,” and Note 7, “Debt” to the Consolidated Financial Statements for additional discussion of debt activity. Other Expenses decreased by $0.2 million for the year ended December 31, 2017, compared to 2016, due primarily to lower pension expense in 57 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) EXPENSES (Continued) 2017 resulting from the full-year effect of freezing benefit accruals under the Company’s defined benefit pension plans and a longer amortization period to amortize actuarial losses, as discussed in Note 16 “Pension Benefits” to the Consolidated Financial Statements, partially offset by net curtailment gains recognized in 2016, higher employee compensation and a charge to earnings in 2017 to record the ineffective portion of a hedging relationship related to an anticipated debt issuance. Other Expenses decreased by $15.2 million for the year ended December 31, 2016, compared to 2015, due primarily to lower pension expense from the effect of freezing benefit accruals under the Company’s defined benefit pension plans. In 2016, the Company changed its method for estimating the interest and service cost components of expense recognized for its pension and other postretirement employee benefit plans. As a result, the Company elected to use a full yield curve approach to estimate these components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company has accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, recognized the effect prospectively in 2016. The change in method for estimating the interest and service cost components decreased pension expense by $2.7 million in 2016, compared to 2015, but had no impact on the measurement of benefit obligations. See Note 2 , “Summary of Accounting Policies and Accounting Changes” to the Consolidated Financial Statements. INCOME TAXES On December 22, 2017, Public Law 115-97, more commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), was enacted. The Tax Act includes numerous changes to existing federal income tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Pursuant to Staff Accounting Bulletin No. 118 (“SAB 118”), the Company recorded certain provisional amounts for the estimated income tax effecff ts of the Tax Act on deferred income taxes. The Company estimates that the reduction in the corporate income tax rate decreased its net deferred income tax liability as of December 22, 2017 by $10.5 million. The effect of the rate change was recorded as a decrease to income tax expense in the Company’s Consolidated Statement of Income for the year ended December 31, 2017. Final determination of the effects of the Tax Act on deferred income taxes requires additional information, including data from third parties, actuarial computations and other items. The Company expects to complete its determination of the effect of the Tax Act on its deferred income tax assets and liabilities pursuant to its annual income tax return filing process which is expected to be completed during the fourth quarter of 2018. The Company had not previously provide for Federal income taxes on $14.7 million of Mutual Savings Life’s income earned prior to 1984, which was not subject to income taxes under certain conditions prior to the Tax Act. Under the Tax Act, such income is now subject to taxation. Accordingly, the Company recognized current income tax expense of $3.1 million in the Company’s Consolidated Statement of Income for the year ended December 31, 2017. The Company’s effective income tax rate from continuing operations differs from the Federal statutory income tax rate due primarily to the effects of tax-exempt investment income and dividends received deductions, the Tax Act, interest related to unrecognized tax benefits, estimated indemnification recoveries recognized in earnings pursuant to the Alliance United purchase agreement, a permanent difference between the amount of long-term equity-based compensation expense recognized under GAAP and the amount deductible in the computation of Federal taxable income, and the net effects of state income taxes. ff Tax-exempt investment income and dividends received deductions were $28.0 million, $28.0 million and $27.9 million in 2017, 2016 and 2015, respectively. The tax benefit recorded pursuant to the Tax Act was $7.4 million for the year ended December 31, 2017. Estimated indemnification recoveries recognized in earnings result in an adjustment in the tax purchase price and are excluded from the determination of taxable income and income tax expense. Such recoveries were $0.7 million and $10.4 million for the years ended December 31, 2016 and December 31, 2015, respectively. Tax expense for the year ended December 31, 2015 includes an interest benefit on unrecognized tax benefits of $2.3 million from the settlement of certain tax years. The amount of expense recognized for long-term equity-based compensation expense under GAAP was $1.1 million lower than the amount that would be deductible under the Internal Revenue Code for the year ended December 31, 2017. State income tax expense, net of federal benefit, from continuing operations was $0.1 million, $0.6 million and $0.6 million in 2017, 2016 and 2015, respectively. See Note 15, “Income Taxes,” to the Consolidated Financial Statements for additional discussion of income taxes. 58 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIQUIDITY AND CAPITAL RESOURCES Debt Kemper has a $225.0 million, unsecured, revolving credit agreement expiring June 2, 2020. The credit agreement provides for fixed and floating rate advances for periods up to six months at various interest rates. The credit agreement contains various financial covenants, including limits on total debt to total capitalization, consolidated net worth and minimum risk-based capital ratios for Kemper’s largest insurance subsidiaries, United Insurance and Trinity Universal Insurance Company (“Trinity”). Proceeds from advances under the credit agreement may be used for general corporate purposes, including repayment of existing indebtedness. The Company’s borrowings under the credit agreement were insignificant in 2017. The Company did not borrow under the credit agreement during 2016 or 2015. There were no outstanding borrowings under the credit agreement at December 31, 2017, and accordingly, $225.0 million was available for future borrowings. The outstanding principal balance, net of unamortized issuance costs, of Kemper’s debt was $592.3 million at December 31, 2017, of which $450.0 million is scheduled to mature on February 15, 2025 (the “2025 Senior Notes”) and $150.0 million is scheduled to mature on February 27, 2054 (the “2054 Debt”). The 2054 Debt was issued in 2014 and is subordinated to the 2025 Senior Notes. Kemper cannot redeem the 2054 Debt prior to February 27, 2019 unless certain tax or rating agency events have occurred. See Note 7, “Debt,” to the Consolidated Financial Statements for additional information regarding Kemper’s debt. The Company has $450.0 million of 4.35% senior notes due February 15, 2025 (the “2025 Senior Notes”) outstanding as of December 31, 2017. The Company initially issued $250 million of the 2025 Senior Notes in February of 2015, with proceeds from the issuance of $247.3 million, net of discount and transaction costs, for an effecff proceeds from the sale, together with available cash, to redeem in full the $250.0 million outstanding principal amount of its 6.00% senior notes due November 30, 2015. Kemper recognized a loss of $9.1 million before income taxes in 2015 from the early redemption of these senior notes. tive yield of 4.49%. Kemper used the net In June of 2017, Kemper issued an additional $200 million of the 2025 Senior Notes. The proceeds of the additional issuance were $200.2 million, net of discount and transaction costs, for an effective yield of 4.16%. The additional notes are fungible with the initial notes issued in 2015, and together are treated as part of a single series for all purposes under the indenture governing the 2025 Senior Notes. Kemper used the net proceeds from the additional issuance for general corporate purposes. The 2025 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time at Kemper’s option at specified redemption prices. Trinity and United Insurance are members of the Federal Home Loan Bank (“FHLB”) of Dallas and the FHLB of Chicago, respectively. As members, Trinity and United Insurance may obtain advances from the FHLB of Dallas and Chicago, respectively. Advances from the FHLB of Dallas and Chicago are subject to collateral requirements as specified in the respective agreements with Trinity and United Insurance. From time to time, Trinity and United Insurance obtain advances from the FHLB of Dallas and Chicago, respectively, for short-term liquidity needs. Trinity’s outstanding advances from the FHLB of Dallas did not exceed $60 million during 2017. United Insurance’s outstanding advances from the FHLB of Chicago did not exceed $80 million during 2017. During 2016, Trinity borrowed and repaid one advance of $10 million under its agreement with the FHLB of Dallas. United Insurance did not borrow under its agreement with the FHLB of Chicago in 2016. There were no advances from the FHLB of Dallas or Chicago outstanding at either December 31, 2017 or December 31, 2016. Subsidiary Dividends Under various state insurance laws, Kemper’s insurance subsidiaries may pay dividends without obtaining prior regulatory approval based upon levels of statutory capital and surplus and/or net income, as defined by the applicable state law. Kemper’s direct insurance subsidiaries paid dividends of $108.1 million, $104.5 million and $285.0 million to Kemper in 2017, 2016 and 2015, respectively. In 2018, Kemper estimates that its direct insurance subsidiaries would be able to pay $201 million in dividends to Kemper without prior regulatory approval. Agreement to Acquire Infinity On February 13, 2018, Kemper and Infinity announced that they have entered into the Infinity Merger Agreement under which Kemper will acquire Infinity in a cash and stock transaction. The Infinity Merger is expected to close in the third quarter of 2018, subject to the satisfaction or waiver of applicable closing conditions, including the approval of shareholders of both companies and receipt of required regulatory clearances and approvals. If approved and consummated, Kemper expects to fund the cash portion of the consideration with a combination of cash on hand and other internal resources. While no additional ff 59 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIQUIDITY AND CAPITAL RESOURCES (Continued) financing resources are needed to consummate the Infinity Merger, Kemper may explore issuing an institutional term loan prior to the closing of the Infinity Merger in order to optimize its liquidity position. See Item 1A., “Risk Factors” and Note 26, “Subsequent Events,” to the Consolidated Financial Statements and our current report on Form 8-K filed with the SEC on the date hereof and subsequent filings with the SEC for additional information. Acquisition of Alliance United Group On April 30, 2015, Kemper completed its acquisition of Alliance United in a cash transaction for a total purchase price of $71.0 million, subject to certain post-closing indemnifications. After completing the transaction, Kemper contributed $75.0 million to support the book of business acquired. Kemper contributed $30 million of additional capital in the fourth quarter of 2015 due primarily to support Alliance United’s growing book of business and reductions in statutory capital resulting from the impacts of development of pre-acquisition losses and LAE and non-admission of indemnification receivables. In 2016, Kemper contributed $55 million of additional capital to Alliance United. Kemper made no capital contributions to Alliance United in 2017. Common Stock Repurchases and Dividends to Shareholders On August 6, 2014, the Board of Directors approved the 2014 Repurchase Program under which Kemper is authorized to repurchase up to $300 million of its common stock and terminated Kemper’s remaining authorization under the 2011 Repurchase Program. During 2017, Kemper did not repurchase any shares of its common stock. During 2016, Kemper repurchased approximately 0.1 million shares of its common stock at an aggregate cost of $3.8 million in open market transactions under the 2014 Repurchase Program. During 2015, Kemper repurchased approximately 1.2 million shares of its common stock at an aggregate cost of $43.5 million in open market transactions under the 2014 Repurchase Program. The Company had $243.7 million of remaining capacity under the 2014 Repurchase Program at December 31, 2017. Kemper paid a quarterly dividend to shareholders of $0.24 per common share in each quarter of 2017. Dividends paid were $49.5 million for the year ended December 31, 2017. Sources and Uses of Funds Kemper directly held cash and investments totaling $197.3 million at December 31, 2017, compared to $298.7 million at December 31, 2016. Sources available for the repayment of indebtedness, repurchases of common stock, future shareholder dividend payments, additional capitalization of its direct insurance subsidiaries, and the payment of interest on Kemper’s senior notes and subordinated debentures include cash and investments directly held by Kemper, receipt of dividends from Kemper’s subsidiaries and borrowings under the credit agreement. The primary sources of funds for Kemper’s insurance subsidiaries are premiums, investment income and proceeds from the sales and maturity of investments, advances from the FHLBs of Dallas and Chicago, and capital contributions from Kemper. The primary uses of funds are the payment of policyholder benefits under life insurance contracts, claims and claims-related expenses under property and casualty insurance contracts and accident and health insurance contracts, the payment of commissions and general expenses, the purchase of investments, repayments of advances from the FHLBs of Dallas and Chicago and payment of dividends to Kemper. Generally, there is a time lag between when premiums are collected and when policyholder benefits and insurance claims are paid. In the third quarter of 2016, the Company’s Life & Health segment voluntarily began implementing a comprehensive process under which it cross-references its life insurance policies against the DMF and other death verification databases to identify potential instances where the beneficiaries may not have filed a claim following the death of an insured and initiate an outreach process to identify and contact beneficiaries and settle claims. The Company expects to pay approximately $80 million in claims over the next several years to complete the initial outreach process. During periods of growth, insurance companies typically experience positive operating cash flows and are able to invest a portion of their operating cash flows to fund future policyholder benefits and claims. During periods in which premium revenues decline, insurance companies may experience negative cash flows from operations and may need to sell investments to fund payments to policyholders and claimants. In addition, if the Company’s property and casualty insurance subsidiaries experience several significant catastrophic events over a relatively short period of time, investments may have to be sold in 60 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) LIQUIDITY AND CAPITAL RESOURCES (Continued) advance of their maturity dates to fund payments, which could result in either investment gains or losses. Management believes that its property and casualty insurance subsidiaries maintain adequate levels of liquidity in the event that they were to experience several future catastrophic events over a relatively short period of time. Net Cash Provided by Operating Activities increased by $0.1 million for the year ended December 31, 2017, compared to 2016. Net Cash Provided by Operating Activities increased by $25.5 million for the year ended December 31, 2016, compared to 2015. Net Cash Used by Financing Activities was $205.2 million for the year ended December 31, 2017, compared to $48.4 million for the same period in 2016. Kemper used $360.0 million of cash to repay long-term debt for the year ended December 31, 2017. Net proceeds from the issuance of long-term debt provided $200.2 million of cash for the year ended December 31, 2017. Kemper did not use any cash during 2017 to repurchase shares of its common stock, compared to $3.8 million in 2016. Kemper used $49.5 million of cash to pay dividends for the year ended December 31, 2017, compared to $49.2 million of cash used to pay dividends in the same period of 2016. The quarterly dividend rate was $0.24 per common share for each quarter of 2017 and 2016. Net Cash Used by Financing Activities was $48.4 million for the year ended December 31, 2016, compared to $100.8 million for the same period in 2015. Net proceeds from advances from FHLB provided $10.0 million for the year ended December 31, 2016. Kemper used $10.0 million of cash to repay the FHLB advances for the year ended December 31, 2016. Kemper used $258.8 million of cash to redeem the 2015 Senior Notes for the year ended December 31, 2015. Net proceeds from the issuance of the 2025 Senior Notes provided $247.3 million of cash for the year ended December 31, 2015. Kemper used $3.8 million of cash during 2016 to repurchase shares of its common stock, compared to $45.0 million of cash to repurchase shares of its common stock in 2015, including $1.5 million of cash to settle repurchases made at the end of 2014. Kemper used $49.2 million of cash to pay dividends for the year ended December 31, 2016, compared to $49.7 million in 2015. The quarterly dividend rate was $0.24 per common share for each quarter of 2016 and 2015. Cash available for investment activities in total is dependent on cash flow from Operating Activities and Financing Activities and the level of cash the Company elects to maintain. Net Cash Used by Investing Activities was $105.4 million for the year ended December 31, 2017, compared to $238.1 million in 2016. Net cash provided by dispositions of short-term investments was $39.4 million for the year ended December 31, 2017, compared to net cash used by acquisitions of short term investments of $18.0 million in 2016. Fixed Maturities investing activities used net cash of $181.9 million for the year ended December 31, 2017, compared to $318.0 million in 2016. Equity Securities investing activities used net cash of $0.7 million for the year ended December 31, 2017, compared to providing net cash of $68.8 million in 2016. Equity Method Limited Liability Investments investing activities provided net cash of $20.2 million for the year ended December 31, 2017, compared to $6.4 million in 2016. Net cash provided by Fair Value Option Investments investing activities was $35.2 million for the year ended December 31, 2017, compared to $51.2 million in 2016. The Company did not use cash to purchase Corporate-owned Life Insurance during the year ended December 31, 2017, compared to purchases of $7.5 million in the year ended December 31, 2016. Net Cash Used by Investing Activities was $238.1 million for the year ended December 31, 2016, compared to $28.6 million in 2015. Net cash used by acquisitions of short-term investments was $18.0 million for the year ended December 31, 2016, compared to net cash provided by dispositions of short-term investments of $104.9 million in 2015. Fixed Maturities investing activities used net cash of $318.0 million for the year ended December 31, 2016, compared to $53.5 million in 2015. Equity Securities investing activities provided net cash of $68.8 million for the year ended December 31, 2016, compared to $104.4 million in 2015. Equity Method Limited Liability Investments investing activities provided net cash of $6.4 million for the year ended December 31, 2016, compared to $0.5 million in 2015. Net cash provided by Fair Value Option Investments investing activities was $51.2 million for the year ended December 31, 2016, compared to net cash used of $111.0 million in 2015. Net cash used to acquire Alliance United was $57.6 million for the year ended December 31, 2015. Purchases of Corporate-owned Life Insurance were $7.5 million for both the year ended December 31, 2016 and the year ended December 31, 2017. OFF–BALANCE SHEET ARRANGEMENTS The Company has no material obligations under guarantee contracts. The Company has no material retained or contingent interests in assets transferred to an unconsolidated entity. The Company has no material obligations, including contingent obligations, under contracts that would be accounted for as derivative instruments. The Company has no obligations, including contingent obligations, arising out of a variable interest in an unconsolidated entity held by, and material to, the Company, 61 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with the Company. Accordingly, the Company has no material off–ff balance sheet arrangements. – CONTRACTUAL OBLIGATIONS Estimated cash disbursements pertaining to the Company’s contractual obligations at December 31, 2017 are presented below. DOLLARS IN MILLIONS Long Term Debt Obligations...................................... Capital Lease Obligations .......................................... Operating Lease Obligations ...................................... Purchase Obligations.................................................. Life and Health Insurance Policy Benefits................. Property and Casualty Insurance Reserves ................ Other Contractual Obligations Reflected in Long Term Liabilities on the Consolidated Balance Sheet under GAAP.................................................. Total Contractual Obligations .................................... Jan 1, 2018 to Dec 31, 2018 $ Jan 1, 2019 to Dec 31, 2020 Jan 1, 2021 to Dec 31, 2022 — $ 0.1 15.3 22.2 321.6 610.9 — $ — 23.4 11.6 605.1 306.9 After Dec 31, 2022 600.0 — 9.0 — 7,455.7 46.0 — $ — 15.8 0.1 566.3 53.0 $ Total 600.0 0.1 63.5 33.9 8,948.7 1,016.8 33.4 1,003.5 $ 66.8 1,013.8 $ $ 66.0 701.2 $ 434.8 8,545.5 601.0 $ 11,264.0 Amounts included in Life and Health Insurance Policy Benefits within the contractual obligations table above represent the estimated cash payments to be made to policyholders and beneficiaries. Such cash outflows are based on the Company’s current assumptions for mortality, morbidity and policy lapse, but are undiscounted with respect to interest. Policies must remain in force for the policyholder or beneficiary to receive the benefit under the policy. Depending on the terms of a particular policy,yy future premiums from the policyholder may be required for the policy to remain in force. The Company estimates that future cash inflows would total $5.2 billion using the same assumptions used to estimate the cash outflows. The Company’s Life Insurance Reserves in the Company’s Consolidated Balance Sheets are generally based on the historical assumptions for mortality and policy lapse rates and are on a discounted basis. Accordingly, the sum of the amounts presented above for Life and Health Insurance Policy Benefits significantly exceeds the amount of Life and Health Insurance Reserves reported on the Company’s Consolidated Balance Sheet at December 31, 2017. a In addition to the purchase obligations included above, the Company had certain investment commitments totaling $255.1 million at December 31, 2017. The funding of such investment commitments is dependent on a number of factors, the timing of which is indeterminate. The contractual obligations reported above also exclude the Company’s liability of $8.1 million for unrecognized tax benefits. The Company cannot make a reasonably reliable estimate of the amount and period of related future payments, if any, for such liability. Other Contractual Obligations Reflected in Long Term Liabilities on the Consolidated Balance Sheet under GAAP primarily consist of interest obligations related to Long Term Debt Obligations. CRITICAL ACCOUNTING ESTIMATES Kemper’s subsidiaries conduct their businesses in two industries: property and casualty insurance and life and health insurance. Accordingly, the Company is subject to several industry-specific accounting principles under GAAP. The preparation of financial statements in accordance with GAAP requires the use of 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. The process of estimation is inherently uncertain. Accordingly, actual results could ultimately differ materially from the estimated amounts reported in a company’s financial statements. Different assumptions are likely to result in different estimates of reported amounts. The Company’s critical accounting policies most sensitive to estimates include the valuation of investments, the valuation of property and casualty insurance reserves for losses and LAE, the assessment of recoverability of goodwill and the valuation of pension benefit obligations. Valuation of Investments The reported value of the Company’s investments was $6,804.9 million at December 31, 2017, of which $5,992.9 million, or 88%, was reported at fair value, $161.0 million, or 2%, was reported under the equity method of accounting, $298.6 million, or 4%, was reported at unpaid principal balance and $352.4 million, or 5%, was reported at cost or depreciated cost. Investments, in general, are exposed to various risks, such as interest rate risk, credit risk and overall market volatility risk. Accordingly, it is 62 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) reasonably possible that changes in the fair values of the Company’s investments reported at fair value will occur in the near term and such changes could materially affect the amounts reported in the financial statements. Also, it is reasonably possible that changes in the carrying values of the Company’s Equity Method Limited Liability Investments will occur in the near term and such changes could materially affect the amounts reported in the financial statements because these issuers follow specialized industry accounting rules which require that they report all of their investments at fair value (See Item 1A., “Risk Factors” under the title “The Company’s investment portfolio is exposed to a variety of risks that may negatively impact net investment income and cause realized and unrealized losses”). As more fully described under the heading, “Fair Value Measurements,” in Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements, the Company uses a hierarchical framework which prioritizes and ranks the market observability used in fair value measurements. The fair value of the Company’s investments measured and reported at fair value was $5,992.9 million at December 31, 2017, of which $5,190.3 million, or 87%, were investments that were based on quoted market prices or significant value drivers that are observable, $556.6 million, or 9%, were investments where at least one significant value driver was unobservable and $246.0 million or 4% were investments for which fair value is measured using the net asset value per share practical expedient. Fair value measurements based on readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment, compared to fair value measurements based on significant unobservable inputs used in measuring fair value. The prices that the Company might realize from actual sales of investments are likely to vary from their respective estimated fair values at December 31, 2017 due to changing market conditions and limitations inherent in the estimation process. The classification of a company’s investment in a financial instrument may affect its reported results. For investments classified as trading or for financial instruments for which a company has elected the fair value option method of accounting, a company is required to recognize changes in the fair values into income for the period reported. Accordingly, both the reported and fair values of the Company’s investments classified as trading were $6.7 million at December 31, 2017. Both the reported and fair values of the Company’s investments accounted for under the fair value option method of accounting were $77.5 million at December 31, 2017. For investments in fixed maturities classified as held to maturity, a company is required to carry the investment at amortized cost, with only amortization occurring during the period recognized into income. None of the Company’s investments in fixed maturities were classified as held to maturity at December 31, 2017. Changes in the fair value of investments in fixed maturities classified as available for sale, investments in equity securities classified as available for sale and an insurance entity’s investments in equity securities without readily determinable fair values are not recognized in income during the period, but rather are recognized as a separate component of AOCI until realized. All of the Company’s investments in fixed maturities were classified as available for sale at December 31, 2017. Except for investments accounted for under the equity method of accounting or classified as trading, all of the Company’s investments in equity securities at December 31, 2017 are reported at fair value with changes in fair value reported in AOCI until realized. The Company’s investments accounted for under the equity method of accounting consist of the Company’s investments in Equity Method Limited Liability Investments and are valued at cost plus cumulative undistributed comprehensive earnings or losses, and not at fair value. Under GAAP, a company may elect to use the fair value option for some or all of its investments in financial instruments. Under the fair value option, a company is required to recognize changes in the fair values into income for the period reported. Had the Company elected the fair value option for all of its investments in financial instruments, the Company’s reported net income for the year ended December 31, 2017, would have increased by $59.0 million. The Company regularly reviews its investments for factors that may indicate that a decline in the fair value of an investment below its cost or amortized cost is other than temporary. Such reviews are inherently uncertain in that the value of the investment may not fully recover or may decline further in future periods. Some factors considered for fixed maturity and equity securities in evaluating whether or not a decline in fair value is other than temporary include, but are not limited to, the following: Fixed Maturity Securities • • • • The financial condition, credit rating and prospects of the issuer; The length of time and magnitude of the unrealized loss; The ability of the issuer to make scheduled principal and interest payments; The volatility of the investment; 63 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) Equity Securities Opinions of the Company’s external investment managers; The Company’s intentions to sell or not to sell the investment; and The Company’s determination of whether it will be required to sell the investment before a full recovery in value. The financial condition and prospects of the issuer; The length of time and magnitude of the unrealized loss; The volatility of the investment; Analyst recommendations and near term price targets; Opinions of the Company’s external investment managers; • • • • • • • • • Market liquidity; • • Debt-like characteristics of perpetual preferred stocks and issuer ratings; and The Company’s intentions to sell or ability to hold the investments until recovery. Changes in these factors from their December 31, 2017 evaluation date could result in the Company determining that a temporary decline in the fair value of an investment held and evaluated at December 31, 2017 is no longer temporary at a subsequent evaluation date. Such determination would result in an impairment loss recognized in earnings in the period such determination is made. Property and Casualty Insurance Reserves for Losses and Loss Adjustment Expenses The Company’s Property and Casualty Insurance Reserves are reported using the Company’s estimate of its ultimate liability for losses and LAE for claims that occurred prior to the end of any given accounting period but have not yet been paid. The Company had $1,016.8 million and $931.4 million of gross loss and LAE reserves at December 31, 2017 and 2016, respectively. Property and Casualty Insurance Reserves for the Company’s business segments at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Business Segments: 2017 2016 Property & Casualty Insurance .......................................................................................................... Life & Health Insurance..................................................................................................................... Total Business Segments........................................................................................................................... Discontinued Operations........................................................................................................................... Unallocated Reserves ................................................................................................................................ Total Property and Casualty Insurance Reserves ...................................................................................... $ 976.3 4.1 980.4 33.1 3.3 $ 1,016.8 $ $ 884.1 4.5 888.6 38.6 4.2 931.4 In estimating the Company’s Property and Casualty Insurance Reserves, the Company’s actuaries exercise professional judgment and must consider, and are influenced by, many variables that are difficult to quantify. Accordingl y, the process of estimating and establishing the Company’s Property and Casualty Insurance Reserves is inherently uncertain, and the actual ultimate net cost of known and unknown claims may vary materially from the estimated amounts reserved. The reserving process is particularly imprecise for claims involving asbestos, environmental matters, construction defect and other emerging and/or long-tailed exposures which may not be discovered or reported until years after the insurance policy period has ended. Property and Casualty Insurance Reserves related to the Company’s discontinued operations are predominantly long-tailed exposures, $16.3 million of which was related to asbestos, environmental matters and construction defect exposures at December 31, 2017. ff 64 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) The Company’s actuaries generally estimate reserves at least quarterly for most product lines and/or coverage levels using accident quarters spanning 10 or more years, depending on the size of the product line and/or coverage level or emerging issues relating to them. The Company’s actuaries use a variety of generally accepted actuarial loss reserving estimation methodologies, including, but not limited to, the following: • • • • • Incurred Loss Development Methodology; Paid Loss Development Methodology; Bornhuetter-Ferguson Incurred Loss Methodology; Bornhuetter-Ferguson Paid Loss Methodology; and Frequency and Severity Methodology. The Company’s actuaries generally review the results of at least four of the estimation methodologies, two based on paid data and two based on incurred data, to initially estimate the ultimate losses and LAE for the current accident quarter and re-estimate the ultimate losses and LAE for previous accident quarters to determine if changes in the previous estimates of the ultimate losses and LAE are indicated by the most recent data. In some cases, the methodologies produce a cluster of estimates with a tight band of indicated possible outcomes. In other cases, however, the methodologies produce conflicting results and wider bands of indicated possible outcomes, and the Company’s actuaries perform additional analyses before making their final selections. However, such bands do not necessarily constitute a range of outcomes, nor does the Company’s management or the Company’s actuaries calculate a range of outcomes. The key assumption in these estimation methodologies is that patterns observed in prior periods are indicative of how losses and LAE are expected to develop in the future and that such historical data can be used to predict and estimate ultimate losses and LAE. However, changes in the Company’s business processes, by their very nature, are likely to affect the development patterns, which generally results in the historical development factors becoming less reliable over time in predicting how losses and LAE will ultimately develop. The ultimate impact of a single change in a business process is difficult to quantify and detect, and even more difficult if several changes to business processes occur over several years. Initially after a change is implemented, there are fewer data points, as compared to the historical data, for the Company’s actuaries to analyze. With fewer data points to analyze, the Company’s actuaries cannot be certain that observed differences from the historical data trends are a result of the change in business process or merely a random fluctuation in the data. As the Company’s actuaries observe more data points following the change in business process, the Company’s actuaries can gain more confidence in whether the in business process is affecting the development pattern. The challenge for the Company’s actuaries is how much weight to place on the development patterns based on the older historical data and how much weight to place on the development patterns based on more recent data. change ff At a minimum, the Company’s actuaries analyze 45 product and/or coverage levels for over 40 separate current and prior accident quarters for both losses and LAE using many of the loss reserving estimation methodologies identified above as well as other generally accepted actuarial estimation methodologies. In all, there are more than 10,000 combinations of accident quarters, coverage levels, and generally accepted actuarial estimation methodologies used to estimate the Company’s unpaid losses and LAE. In some cases, the Company’s actuaries make adjustments to the loss reserving estimation methodologies identified above or use additional generally accepted actuarial estimation methodologies to estimate ultimate losses and LAE. For each accident quarter, the point estimate selected by the Company’s actuaries is not necessarily one of the points produced by any particular one of the methodologies utilized, but often is another point selected by the Company’s actuaries, using their professional judgment, that takes into consideration each of the points produced by the several loss reserving estimation methodologies used. In some cases, for a particular product, the current accident quarter may not have enough paid claims data to rely upon, leading the Company’s actuaries to conclude that the incurred loss development methodology provides a better estimate than the paid loss development methodology. Therefore, the Company’s actuaries may give more weight to the incurred loss development methodology for that particular accident quarter. As an accident quarter ages for that same product, the actuary may gain more confidence in the paid loss development methodology and begin to give more weight to the paid loss development methodology. The Company’s actuaries’ quarterly selections are summed by product and/or coverage levels to create the actuarial indication of the ultimate losses. More often than not, the actuarial indication for a particular product line and accident quarter is most heavily weighted toward the incurred loss development methodology, particularly for short-tail lines such as personal automobile insurance. Historically, the incurred loss development methodology has been more reliable in predicting ultimate losses for short-tail lines, especially in the more recent accident quarters, compared with the paid loss 65 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) development methodology. However, in some circumstances changes can occur which impact numerous variables, including, but not limited to, those variables identified below that are difficult to quantify and/or impact the predictive value of prior development patterns relied upon in the incurred loss development methodology and paid loss development methodology. In those circumstances, the Company’s actuaries must make adjustments to these loss reserving estimation methodologies or use additional generally accepted actuarial estimation methodologies. In those circumstances, the Company’s actuaries, using their professional judgment, may place more weight on the adjusted loss reserving estimation methodologies or other generally accepted actuarial estimation methodologies until the newer development patterns fully emerge and the Company’s actuaries can fully rely on the unadjusted loss reserving estimation methodologies. In the event of a wide variation among results generated by the different projection methodologies, the Company’s actuaries further analyze the data using additional techniques. In estimating reserves, the Company’s actuaries exercise professional judgment and must consider, and are influenced by, many variables that are difficult to quantify, such as: • • Changes in the level of minimum case reserves, and the automatic aging of those minimum case reserves; Changes to claims practices, including, but not limited to, changes in the reporting and impact of large losses, timing of reported claims, changes in claims closing and re-opening patterns, adequacy of case reserves, implementation of new systems for handling claims, turnover of claims department staffs, timing and depth of the audit review of claims handling procedures; Changes in underwriting practices; Changes in the mix of business by state, class and policy limit within product line; Growth in new lines of business; Changes in the attachment points of the Company’s reinsurance programs; • • • • • Medical costs, including, but not limited to, the ability to assess the extent of injuries and the impact of inflation; Repair costs, including, but not limited to, the impact of inflation and the availability of labor and materials; • Changes in the judicial environment, including, but not limited to, the interpretation of policy provisions, the impact of • jury awards and changes in case law; and Changes in state regulatory requirements. • ff A change in any one or more of the foregoing factors is likely to result in a projected ultimate net loss and LAE that is different from the previously estimated reserve and/or previous frequency and severity trends. Such changes in estimates may be material. dd For example, the Company’s actuaries review frequency (number of claims per policy or exposure), severity (dollars of loss per claim) and average premium (dollars of premium per exposure). Actual frequency and severity experienced will vary depending on changes in mix by class of insured risk. Similarly, the actual frequency and rate of recovery from reinsurance will vary depending on changes in the attachment point for reinsurance. In particular, in periods of high growth or expansion into new markets, there may be additional uncertainty in estimating the ultimate losses and LAE. The contributing factors of this potential risk are changes in the Company’s mix by policy limit and mix of business by state or jurisdiction. Actuaries use historical experience and trends as predictors of how losses and LAE will emerge over time. However, historical experience may not necessarily be indicative of how actual losses and LAE will emerge. Changes in case reserve adequacy, changes in minimum case reserves and changes in internal claims handling procedures could impact the timing and recognition of incurred claims and produce an estimate that is either too high or too low if not adjusted for by the actuary. For example, if, due to changes in claims handling procedures, actual claims are settled more rapidly than they were settled historically, the estimate produced by the paid loss development methodology would tend to be overstated if the actuary did not identify and adjust for the impact of the changes in claims handling procedures. Similarly, if, due to changes in claims handling procedures, actual claim reserves are set at levels higher than past experience, the estimate produced by the incurred loss development methodology would tend to be overstated if the actuary did not identify and adjust for the impact of the changes in claims handling procedures. The final step in the quarterly loss and LAE reserving process involves a comprehensive review of the actuarial indications by the Company’s corporate actuary and corporate management who apply their collective judgment and determine the appropriate estimated level of reserves to record. Numerous factors are considered in this determination process, including, but not limited to, the assessed reliability of key loss trends and assumptions that may be significantly influencing the current actuarial indications, changes in claim handling practices or other changes that affect the timing of payment or development patterns, 66 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) changes in the mix of business, the maturity of the accident year, pertinent trends observed over the recent past, the level of volatility within a particular line of business, the improvement or deterioration of actuarial indications in the current period as compared to prior periods, and the amount of reserves related to third party pools for which the Company does not have access to the underlying data and, accordingly, relies on calculations provided by such pools. Estimated Variability of Property and Casualty Insurance Reserves The Company’s goal is to ensure that its total reserves for property and casualty insurance losses and LAE are adequate to cover all costs, while sustaining minimal variation from the time reserves for losses and LAE are initially estimated until losses and LAE are fully developed. Changes in the Company’s estimates of these losses and LAE over time, also referred to as “development,” will occur and may be material. Favorable development is recognized and reported in the Consolidated Financial Statements when the Company decreases its previous estimate of ultimate losses and LAE and results in an increase in net income in the period recognized, whereas adverse development is recognized and reported in the Consolidated Financial Statements when the Company increases its previous estimate of ultimate losses and LAE and results in a decrease in net income. Development for the years ended December 31, 2017, 2016 and 2015, was: DOLLARS IN MILLIONS Continuing Operations: Property & Casualty Insurance: Favorable (Adverse) Development 2017 2016 2015 Personal Automobile Insurance ........................................................................................ $ Homeowners Insurance..................................................................................................... Commercial Automobile Insurance .................................................................................. Other Personal Lines ......................................................................................................... Life & Health Insurance: Property ............................................................................................................................. Total Favorable (Adverse) Development from Continuing Operations, Net......................... Discontinued Operations........................................................................................................ Total Favorable (Adverse) Development, Net ....................................................................... $ (22.2) $ (1.0) (0.9) 4.6 (0.9) (20.4) 1.5 (18.9) $ (11.3) $ 20.0 (2.4) 8.0 0.1 14.4 6.3 20.7 $ 1.8 10.8 (1.8) 2.1 (1.4) 11.5 8.6 20.1 See MD&A, “Loss and LAE Reserve Development,” “Property & Casualty Insurance,” and “Life & Health Insurance,” for further information on development reported in the Consolidated Financial Statements. Although development will emerge in all of the Company’s product lines, development in the Company’s personal automobile insurance product line could have the most significant impact due to the relative size of its loss and LAE reserves. To further illustrate the sensitivity of the Company’s reserves for personal automobile insurance losses and LAE to changes in the cumulative development factors, for each quarterly evaluation point the Company’s actuaries calculated the variability of cumulative development factors observed in the incurred loss development methodology using one standard deviation. The Company believes that one standard deviation of variability is a reasonably likely scenario to measure variability for its loss and LAE reserves under the incurred development method for personal automobile insurance. Assuming that the Company’s personal automobile insurance loss and LAE reserves were based solely on the incurred loss development methodology and the variability in the cumulative development factors occurred within one standard deviation, the Company estimates that the Company’s personal automobile insurance loss and LAE reserves could have varied by $79.5 million in either direction at December 31, 2017 for all accident years combined under this scenario. In addition to the factors described above, other factors may also impact loss reserve development in future periods. These factors include governmental actions, including court decisions interpreting existing laws, regulations or policy provisions, developments related to insurance policy claims and coverage issues, adverse or favorable outcomes in pending claims litigation, the number and severity of insurance claims, the impact of inflation on insurance claims and the impact of required participation in windpools and joint underwriting associations and residual market assessments. Although the Company’s actuaries do not make specific numerical assumptions about these factors, changes in these factors from past patterns will impact historical loss development factors and, in turn, future loss reserve development. Significant favorable changes in one or more factors will lead to favorable future loss reserve ff 67 Kemper Corporation and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations—(Continued) CRITICAL ACCOUNTING ESTIMATES (Continued) development, which could result in the actual loss developing closer to, or even below, the lower end of the Company’s estimated reserve variability. Significant unfavorable changes in one or more factors will lead to unfavorable loss reserve development, which could result in the actual loss developing closer to, or even above, the higher end of the Company’s estimated reserve variability. Accordingly, due to these factors and the other factors enumerated throughout the MD&A and the inherent limitations of the loss reserving estimation methodologies, the estimated and illustrated reserve variability may not necessarily be indicative of the Company’s future reserve variability, which could ultimately be greater than the estimated and illustrated variability. In addition, as previously noted, development will emerge in all of the Company’s product lines over time. Accordingly, the Company’s future reserve variability could ultimately be greater than the illustrated variability. Additional information pertaining to the estimation of, and development of, the Company’s Property and Casualty Insurance Reserves is contained in Item 1 of Part I of this 2017 Annual Report under the heading “Property and Casualty Loss and Loss Adjustment Expense Reserves.” Goodwill Recoverability The Company tests goodwill for impairment annually on January 1, or whenever events or circumstances indicate the carrying amount of goodwill may not be recoverable. Goodwill is tested for impairment at the reporting unit level. As of January 1, 2017, the Company performed a quantitative goodwill impairment assessment for all reporting units with goodwill. The quantitative assessment compares the estimated fair value of a reporting unit to its carrying value to determine if there is an impairment of goodwill. Estimating the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions by the Company. The estimates and assumptions included, but were not limited to, projections of future cash flows, operating results, discount rates, investment yields and market conditions. Such projections are inherently uncertain and, accordingly, actual future results may differ materially from the Company’s projections. For each reporting unit tested, the estimated fair value exceeded the carrying value of the reporting unit, and the Company concluded that the associated goodwill was recoverable. Pension Benefit Obligations The process of estimating the Company’s pension benefit obligations and pension benefit costs is inherently uncertain and the actual cost of benefits may vary materially from the estimates recorded. These liabilities are particularly volatile due to their long-term nature and are based on several assumptions. The main assumptions used in the valuation of the Company’s pension benefit obligations and pension costs are: • • • Estimated mortality of the participants and beneficiaries Estimated expected long-term rates of returns on investments; and Estimated rate used to discount the expected benefit payment to a present value. eligible for benefits; ff A change in any one or more of these assumptions is likely to result in a projected benefit obligation or pension cost that differs from the actuarial estimates at December 31, 2017. Such changes in estimates may be material. For example, a one–percentage point decrease in the Company’s estimated discount rate would increase the pension benefit obligation at December 31, 2017 by $95.3 million, while a one–percentage point increase in the rate would decrease the pension benefit obligation at December 31, 2017 by $76.3 million. A one–percentage point decrease in the Company would increase the pension expense for the year ended December 31, 2017 by $5.3 million, while a one–percentage point increase in the rate would decrease pension expense by $5.3 million for the same period. ’s estimated long-term rate of return on plan assets – – – – RECENTLYLL ISSUED ACCOUNTING PRONOUNCEMENTS Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (“ASC”) is the sole source of authoritative GAAP recognized by the Financial Accounting Standards Board (“FASB”) that is applicable to the Company. The FASB issues Accounting Standards Updates (“ASUs”) to amend the authoritative literature in ASC. The Company has adopted all recently issued accounting pronouncements with effective dates prior to January 1, 2018. See Note 2, “Summary of Accounting Policies and Accounting Changes” for discussion on adoption of these ASUs and impacts to the Company’s financial statements, which were not material. For all recently issued accounting pronouncements with effective dates after December 31, 2017, the Company does not expect adoption to have a material impact on its financial statements, with the possible exceptions of ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, ASU 2016-02, Leases (Topic 842) and ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 68 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Quantitative Information About Market Risk The Company’s consolidated balance sheets include four types of financial instruments subject to the material market risk disclosures required by the SEC: Investments in Fixed Maturities; 1. 2. Investments in Equity Securities; 3. Fair Value Option Investments; and 4. Debt. Investments in Fixed Maturities and Debt are subject to material interest rate risk. The Company’s Investments in Equity Securities include common and preferred stocks and, accordingly, are subject to material equity price risk and interest rate risk, respectively. The Company’s Fair Value Option Investments include hedge funds that are subject to material equity price risk. For purposes of this disclosure, market risk sensitive financial instruments are divided into two categories: financial instruments acquired for trading purposes and financial instruments acquired for purposes other than trading. The Company’s market risk sensitive financial instruments are generally classified as held for purposes other than trading. The Company has no significant holdings of financial instruments acquired for trading purposes. The Company has no significant holdings of derivatives. The Company measures its sensitivity to market risk by evaluating the change in its financial assets and liabilities relative to fluctuations in interest rates and equity prices. The evaluation is made using instantaneous changes in interest rates and equity prices on a static balance sheet to determine the effect such changes would have on the Company’s market value at risk and the resulting pre-tax effect on Shareholders’ Equity. The changes chosen represent the Company’s view of adverse changes which are reasonably possible over a one-year period. The selection of the changes chosen should not be construed as the Company’s prediction of future market events, but rather an illustration of the impact of such possible events. For the interest rate sensitivity analysis presented below, tww he Company assumed an adverse and instantaneous increase of 100 basis points in the yield curve at both December 31, 2017 and 2016 for Investments in Fixed Maturities. Such 100 basis point increase in the yield curve may not necessarily result in a corresponding 100 basis point increase in the interest rate for all investments in fixed maturities. For example, a 100 basis point increase in the yield curve for risk-free, taxable investments in fixed maturities may not result in a 100 basis point increase for tax-exempt investments in fixed maturities. For Investments in Fixed Maturities, the Company also anticipated changes in cash flows due to changes in the likelihood that investments would be called or prepaid prior to their contractual maturity. All other variables were held constant. For preferred stock equity securities, the Company assumed an adverse and instantaneous increase of 100 basis points in market interest rates from their levels at both December 31, 2017 and 2016. All other variables were held constant. For Debt, the Company assumed an adverse and instantaneous decrease of 100 basis points in market interest rates from their levels at December 31, 2017 and 2016. All other variables were held constant. The Company measured equity price sensitivity assuming an adverse and instantaneous 30% decrease in the Standard and Poor’s Stock Index (the “S&P 500”) from its level at December 31, 2017 and 2016, with all other variables held constant. The Company’s investments in common stock equity securities were correlated with the S&P 500 using the portfolio’s weighted-average beta of 1.00 and 1.00 at December 31, 2017 and 2016, respectively. Beta measures a stock’s relative volatility in relation to the rest of the stock market, with the S&P 500 having a beta coefficient of 1.00. The common stock portfolio’s weighted-average beta was calculated using each security’s beta for the five-year periods ended December 31, 2017 and 2016, and weighted on the fair value of such securities at December 31, 2017 and 2016, respectively. For equity securities without observable market inputs, the Company assumed a beta of 1.00 at December 31, 2017 and 2016. The Company’s Fair Value Option Investments were correlated with the S&P 500 using such portfolio’s weighted-average beta of 0.06 and 0.08 at December 31, 2017 and 2016, respectively, which was calculated for each hedge fund in the portfolio and weighted on the respective fair value of each of the hedge funds. 69 Quantitative Information About Market Risk (Continued) The estimated adverse effects on the fair value of the Company’s financial instruments at December 31, 2017 using these assumptions were: DOLLARS IN MILLIONS ASSETS Investments in Fixed Maturities................................................................. Investments in Equity Securities................................................................ Fair Value Option Investments................................................................... LIABILITIES Debt............................................................................................................ $ Fair Value $ 5,382.7 526.0 77.5 Pro Forma Increase (Decrease) Equity Price Risk Total Market Risk Interest Rate Risk $ (322.4) $ (6.3) — — $ (134.9) (1.4) (322.4) (141.2) (1.4) 614.6 $ 30.1 $ — $ 30.1 The estimated adverse effects on the fair value of the Company’s financial instruments at December 31, 2016 using these assumptions were: DOLLARS IN MILLIONS ASSETS Investments in Fixed Maturities................................................................. Investments in Equity Securities................................................................ Fair Value Option Investments................................................................... LIABILITIES Debt............................................................................................................ Pro Forma Increase (Decrease) Fair Value Interest Rate Risk Equity Price Risk Total Market Risk $ $ 5,124.9 481.7 111.4 (313.4) $ (5.4) — — $ (120.7) (2.5) (313.4) (126.1) (2.5) $ 770.9 $ 24.5 $ — $ 24.5 The market risk sensitivity analysis assumes that the composition of the Company’s interest rate sensitive assets and liabilities, including, but not limited to, credit quality, and the equity price sensitive assets existing at the beginning of the period remains constant over the period being measured. It also assumes that a particular change in interest rates is uniform across the yield curve regardless of the time to maturity. Interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market interest rates. Also, any future correlation, either in the near term or the long term, between the Company’s common stock equity securities and fair value option portfolios and the S&P 500 may differ from the historical correlation as represented by the weighted-average historical beta of the common stock equity securities and fair value option portfolios. Accordingly, the market risk sensitivity analysis may not be indicative of, is not intended to provide, and does not provide, a precise forecast of the effect of changes of market rates on the Company’s income or shareholders’ equity. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates or equity prices. To the extent that any adverse 100 basis point change occurs in increments over a period of time instead of instantaneously, the adverse impact on fair values would be partially mitigated because some of the underlying financial instruments would have matured. For example, proceeds from any maturing assets could be reinvested and any new liabilities would be incurred at the then current interest rates. Qualitative Information About Market Risk Market risk is a broad term related to economic losses due to adverse changes in the fair value of a financial instrument and is inherent to all financial instruments. SEC disclosure rules focus on only one element of market risk—kk — relates to changes in the level of prices due to changes in interest rates, equity prices, foreign exchange rates or other factors that relate to market volatility of the rate, index, or price underlying the financial instrument. The Company’s primary market risk exposures are to changes in interest rates and equity prices. price risk. Price risk The Company manages its interest rate exposures with respect to Investments in Fixed Maturities by investing primarily in investment-grade securities of moderate effective duration. 70 Item 8. Financial Statements and Supplementary Data. Index to the Consolidated Financial Statements of Kemper Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2017 and 2016 ........................................................................................... Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 2015.......................................... Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015 .... Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015................................... Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015 .................... Notes to the Consolidated Financial Statements Note 1—Basis of Presentation and Significant Estimates............................................................................................ Note 2—Summary of Accounting Policies and Accounting Changes.......................................................................... Note 3—Acquisition of Business ................................................................................................................................. — Note 4—Investments .................................................................................................................................................... Note 5—Goodwill ........................................................................................................................................................ Note 6—Property and Casualty Insurance Reserves .................................................................................................... Note 7—Debt................................................................................................................................................................ 72 73 74 75 76 77 77 83 84 91 91 99 Note 8—Leases............................................................................................................................................................. 100 Note 9—Shareholders’ Equity...................................................................................................................................... 101 Note 10—Long-term Equity-based Compensation ...................................................................................................... 102 Note 11—Income from Continuing Operations per Unrestricted Share ...................................................................... 106 Note 12—Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income............................ 107 Note 13—Income from Investments ............................................................................................................................ 109 Note 14—Insurance Expenses...................................................................................................................................... 111 Note 15—Income Taxes ............................................................................................................................................... 111 Note 16—Pension Benefits........................................................................................................................................... 114 Note 17—Postretirement Benefits Other Than Pensions ............................................................................................. 119 Note 18—Business Segments....................................................................................................................................... 121 Note 19—Discontinued Operations.............................................................................................................................. 123 Note 20—Catastrophe Reinsurance.............................................................................................................................. 124 Note 21—Other Reinsurance........................................................................................................................................ 126 Note 22—Fair Value Measurements............................................................................................................................. 127 Note 23—Contingencies............................................................................................................................................... 131 Note 24—Related Parties ............................................................................................................................................. 132 Note 25—Quarterly Financial Information (Unaudited).............................................................................................. 133 Note 26—Subsequent Events ....................................................................................................................................... 135 Report of Independent Registered Public Accounting Firm ................................................................................................ 136 71 Kemper Corporation and Subsidiaries Consolidated Balance Sheets , DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS Assets: Investments: Fixed Maturities at Fair Value (Amortized Cost: 2017 - $5,021.6; 2016 - $4,846.8)................ $ Equity Securities at Fair Value (Cost: 2017 - $476.2; 2016 - $434.4)....................................... Equity Method Limited Liability Investments at Cost Plus Cumulative Undistributed Earnings.................................................................................................................................. Fair Value Option Investments................................................................................................... Short-term Investments at Cost which Approximates Fair Value.............................................. Other Investments ...................................................................................................................... Total Investments............................................................................................................................ Cash ................................................................................................................................................ Receivables from Policyholders ..................................................................................................... Other Receivables........................................................................................................................... Deferred Policy Acquisition Costs.................................................................................................. Goodwill ......................................................................................................................................... Current Income Tax Assets............................................................................................................. Deferred Income Tax Assets........................................................................................................... Other Assets.................................................................................................................................... Total Assets..................................................................................................................................... $ Liabilities and Shareholders’ Equity: Insurance Reserves: Life and Health .......................................................................................................................... $ Property and Casualty ................................................................................................................ Total Insurance Reserves ................................................................................................................ Unearned Premiums........................................................................................................................ Deferred Income Tax Liabilities..................................................................................................... Liabilities for Unrecognized Tax Benefits...................................................................................... Long-term Debt, Current and Non-current, at Amortized Cost (Fair Value: 2017 - $614.6; 2016 - $770.9) ...................................................................................................................................... Accrued Expenses and Other Liabilities......................................................................................... Total Liabilities............................................................................................................................... Shareholders’ Equity: Common Stock, $0.10 Par Value Per Share, 100 Million Shares Authorized; 51,462,405 Shares Issued and Outstanding at December 31, 2017 and 51,270,940 Shares Issued and Outstanding at December 31, 2016 ........................................................................................ Paid-in Capital ........................................................................................................................... Retained Earnings ...................................................................................................................... Accumulated Other Comprehensive Income ............................................................................. Total Shareholders’ Equity.............................................................................................................. Total Liabilities and Shareholders’ Equity...................................................................................... $ December 31, 2017 2016 5,382.7 $ 5,124.9 526.0 161.0 77.5 235.5 422.2 6,804.9 45.7 366.0 194.3 365.3 323.0 6.1 — 270.9 481.7 175.9 111.4 273.7 439.9 6,607.5 115.7 336.5 198.6 332.0 323.0 15.5 25.8 255.9 8,376.2 $ 8,210.5 3,521.0 $ 3,475.3 1,016.8 4,537.8 653.9 14.8 8.1 592.3 453.7 6,260.6 5.1 673.1 1,243.0 194.4 2,115.6 8,376.2 $ 931.4 4,406.7 618.7 — 5.1 751.6 453.2 6,235.3 5.1 660.3 1,172.8 137.0 1,975.2 8,210.5 The Notes to the Consolidated Financial Statements are an integral part of these financial statements. 72 Kemper Corporation and Subsidiaries Consolidated Statements of Income DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS Revenues: , Earned Premiums.............................................................................................................. Net Investment Income..................................................................................................... Other Income .................................................................................................................... Net Realized Gains on Sales of Investments .................................................................... Other-than-temporary Impairment Losses: Total Other-than-temporary Impairment Losses ............................................................ Portion of Losses Recognized in Other Comprehensive Income................................... Net Impairment Losses Recognized in Earnings.............................................................. Total Revenues ...................................................................................................................... Expenses: Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses................. Insurance Expenses........................................................................................................... Write-off of Long-lived Assets ......................................................................................... Loss from Early Extinguishment of Debt......................................................................... Interest and Other Expenses ............................................................................................. Total Expenses....................................................................................................................... Income from Continuing Operations before Income Taxes .................................................. Income Tax Benefit (Expense) .............................................................................................. Income from Continuing Operations..................................................................................... Discontinued Operations: Income from Discontinued Operations ................................................................................. Net Income ............................................................................................................................ Income from Continuing Operations Per Unrestricted Share: $ Basic ................................................................................................................................. Diluted .............................................................................................................................. $ Net Income Per Unrestricted Share: $ Basic ................................................................................................................................. Diluted .............................................................................................................................. $ 2.32 2.31 2.34 2.33 Dividends Paid to Shareholders Per Share ............................................................................ $ 0.96 For The Years Ended December 31, 2017 2016 2015 $ 2,350.0 $ 2,220.0 $ 2,009.6 327.2 4.0 56.5 298.3 3.2 33.1 302.6 3.7 52.1 (14.4) 0.1 (14.3) 2,723.4 (33.0) 0.3 (32.7) 2,521.9 (27.4) 0.2 (27.2) 2,340.8 1,837.4 1,780.8 1,467.6 644.3 — — 80.6 2,562.3 161.1 (41.2) 119.9 647.3 — — 90.3 2,518.4 3.5 9.2 12.7 645.1 11.1 9.1 107.6 2,240.5 100.3 (20.1) 80.2 1.0 120.9 $ 4.1 16.8 0.25 0.25 0.33 0.33 0.96 $ $ $ $ $ $ 5.5 85.7 1.55 1.55 1.65 1.65 0.96 $ $ $ $ $ $ The Notes to the Consolidated Financial Statements are an integral part of these financial statements. 73 Kemper Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) DOLLARS IN MILLIONS Net Income ............................................................................................................................ 2017 120.9 $ 2016 2015 $ 16.8 $ 85.7 For The Years Ended December 31, Other Comprehensive Income (Loss) Before Income Taxes: Unrealized Holding Gains (Losses).................................................................................. Foreign Currency Translation Adjustments...................................................................... Decrease in Net Unrecognized Postretirement Benefit Costs .......................................... Gain (Loss) on Cash Flow Hedge..................................................................................... Other Comprehensive Income (Loss) Before Income Taxes................................................. Other Comprehensive Income Tax Benefit (Expense).......................................................... Other Comprehensive Income (Loss).................................................................................... Total Comprehensive Income (Loss)..................................................................................... 83.8 1.7 3.3 (6.7) 82.1 (24.7) 57.4 (2.2) (0.3) 20.5 1.6 19.6 (6.9) 12.7 $ 178.3 $ 29.5 $ (177.3) (1.4) 26.1 — (152.6) 54.2 (98.4) (12.7) The Notes to the Consolidated Financial Statements are an integral part of these financial statements. 74 Kemper Corporation and Subsidiaries Consolidated Statements of Cash Flows DOLLARS IN MILLIONS Operating Activities: For The Years Ended December 31, 2017 2016 2015 Net Income ...................................................................................................................... $ 120.9 $ 16.8 $ 85.7 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Increase in Deferred Policy Acquisition Costs................................................................ Amortization of Intangible Assets Acquired ................................................................... Equity in Earnings of Equity Method Limited Liability Investments............................. Distribution of Accumulated Earnings of Equity Method Limited Liability Investments ................................................................................................................ Decrease (Increase) in Value of Fair Value Option Investments reported in Investment Income........................................................................................................................ Amortization of Investment Securities and Depreciation of Investment Real Estate ..... Net Realized Gains on Sales of Investments................................................................... Net Impairment Losses Recognized in Earnings............................................................. Loss from Early Extinguishment of Debt........................................................................ Depreciation of Property and Equipment ........................................................................ Write-offs of Long-lived Assets ...................................................................................... Decrease (Increase) in Other Receivables ....................................................................... Increase (Decrease) in Insurance Reserves ..................................................................... Increase (Decrease) in Unearned Premiums.................................................................... Change in Income Taxes.................................................................................................. Increase (Decrease) in Accrued Expenses and Other Liabilities..................................... Other, Net ........................................................................................................................ Net Cash Provided by Operating Activities .............................................................................. Investing Activities: Sales, Paydowns and Maturities of Fixed Maturities ........................................................... Purchases of Fixed Maturities .............................................................................................. Sales of Equity Securities..................................................................................................... Purchases of Equity Securities ............................................................................................. Acquisition and Improvements of Investment Real Estate .................................................. Sales of Investment Real Estate ........................................................................................... Sales of and Return of Investment of Equity Method Limited Liability Investments ......... Acquisitions of Equity Method Limited Liability Investments ........................................... Sales of Fair Value Option Investments ............................................................................... Purchases of Fair Value Option Investments........................................................................ Decrease (Increase) in Short-term Investments ................................................................... Acquisition of Businesses, Net of Cash Acquired................................................................ Increase in Other Investments .............................................................................................. Purchase of Corporate-owned Life Insurance ...................................................................... Acquisition of Software ....................................................................................................... Other, Net ............................................................................................................................. Net Cash Used by Investing Activities ..................................................................................... Financing Activities: Net Proceeds from Issuances of Debt .................................................................................. Repayments of Debt ............................................................................................................. Common Stock Repurchases................................................................................................ Dividends and Dividend Equivalents Paid........................................................................... Cash Exercise of Stock Options ........................................................................................... Other, Net ............................................................................................................................. Net Cash Used by Financing Activities .................................................................................... Increase (Decrease) in Cash ...................................................................................................... Cash, Beginning of Year ........................................................................................................... Cash, End of Year...................................................................................................................... $ (33.3) 5.1 (24.8) 19.6 (1.3) 16.7 (56.5) 14.3 — 13.1 — (29.2) 131.1 35.2 28.9 2.9 (2.1) 240.6 528.2 (710.1) 342.0 (342.7) (1.5) 26.7 48.1 (27.9) 42.2 (7.0) 39.4 — (4.5) — (35.5) (2.8) (105.4) 200.2 (360.0) — (49.5) 4.0 0.1 (205.2) (70.0) 115.7 45.7 $ (15.6) 5.9 (7.5) 15.7 1.9 16.2 (33.1) 32.7 — 13.6 — (11.0) 201.8 5.6 (6.5) 3.3 0.7 240.5 532.3 (850.3) 158.9 (90.1) (2.2) 7.5 41.0 (34.6) 72.2 (21.0) (18.0) — (5.7) (7.5) (17.6) (3.0) ) ( ) ( (238.1) — — (3.8) (49.2) 3.5 1.1 (48.4) ) ( (46.0) 161.7 115.7 $ (13.1) 15.4 (19.0) 8.6 (0.3) 16.1 (52.1) 27.2 9.1 13.5 11.1 49.6 39.6 (9.4) (21.8) 22.6 32.2 215.0 627.8 (681.3) 238.4 (134.0) (1.8) 7.7 32.9 (32.4) — (111.0) 104.9 (57.6) (3.2) (7.5) (8.9) (2.6) ) ( ) ( (28.6) 247.3 (258.8) (45.0) (49.7) 3.9 1.5 (100.8) ) ( 85.6 76.1 161.7 The Notes to the Consolidated Financial Statements are an integral part of these financial statements. 75 Kemper Corporation and Subsidiaries Consolidated Statements of Shareholders’ Equity For The Years Ended December 31, 2017, 2016 and 2015 DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE AMOUNTS BALANCE, DECEMBER 31, 2014 ........................ Net Income ................................................................. Other Comprehensive Income (Note 12) ................... Cash Dividends and Dividend Equivalents to Shareholders ($0.96 per share)................................... Repurchases of Common Stock ................................. Equity-based Compensation Cost (Note 10) .............. Equity-based Awards, Net of Shares Exchanged (Note 10)............................................................... BALANCE, DECEMBER 31, 2015 ........................ Net Income ................................................................. Other Comprehensive Loss (Note 12)........................ Cash Dividends and Dividend Equivalents to Shareholders ($0.96 per share)............................. Repurchases of Common Stock ................................. Equity-based Compensation Cost (Note 10) .............. Equity-based Awards, Net of Shares Exchanged (Note 10)............................................................... BALANCE, DECEMBER 31, 2016 As Reported .. Cumulative Effect of Adoption of New Accounting Standard................................................................ BALANCE, JANUARYRR 1, 2017 As Adjusted......... Net Income ................................................................. Other Comprehensive Income (Note 12) ................... Cash Dividends and Dividend Equivalents to Shareholders ($0.96 per share)............................. Equity-based Compensation Cost (Note 10) .............. Equity-based Awards, Net of Shares Exchanged (Note 10)............................................................... BALANCE, DECEMBER 31, 2017 ........................ $ $ $ $ Number of Shares 52.4 — — — (1.2) — 0.1 51.3 — — — (0.1) — 0.1 51.3 — 51.3 — — — — 0.2 51.5 $ Common Stock Paid-in Capital 660.1 $ — — Retained Earnings $ 1,202.7 85.7 — — (15.5) 6.5 (49.7) (27.9) — 2.9 654.0 — — (1.8) $ 1,209.0 16.8 — — (1.8) 4.7 (49.2) (2.0) — 3.4 660.3 (1.8) $ 1,172.8 — 660.3 — — 0.5 $ 1,173.3 120.9 — — 9.4 (49.5) — $ $ $ Accumulated Other Comprehensive Income Total Shareholders’ Equity $ $ $ $ $ 222.7 — (98.4) — — — — 124.3 — 12.7 — — — — 137.0 — 137.0 — 57.4 — — $ $ $ 2,090.7 85.7 (98.4) (49.7) (43.5) 6.5 1.1 1,992.4 16.8 12.7 (49.2) (3.8) 4.7 1.6 1,975.2 0.5 1,975.7 120.9 57.4 (49.5) 9.4 3.4 673.1 (1.7) $ 1,243.0 $ $ — 194.4 $ 1.7 2,115.6 5.2 — — — (0.1) — — 5.1 — — — — — — 5.1 — 5.1 — — — — — 5.1 The Notes to the Consolidated Financial Statements are an integral part of these financial statements. 76 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements NOTE 1. BASIS OF PRESENTATTT ION AND SIGNIFICANT ESTIMATES The Consolidated Financial Statements included herein have been prepared on the basis of accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Kemper Corporation (“Kemper”) and its subsidiaries (individually and collectively referred to herein as the “Company”). All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of 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. Actual results could differ materially from those estimates and assumptions. The fair values of the Company’s Investments in Fixed Maturities, Investments in Equity Securities, Fair Value Option Investments, Trading Securities, Debt, and derivative instruments included in either Other Assets or Other Liabilities are estimated using a hierarchical framework which prioritizes and ranks market price observability. The carrying amounts reported in the Consolidated Balance Sheets approximate fair value for Cash, Short-term Investments and certain other assets and other liabilities because of their short-term nature. The actual value at which financial instruments could be sold or settled with a willing buyer or seller may differ from estimated fair values depending on a number of factors, including, but not limited to, current and future economic conditions, the quantity sold or settled, the presence of an active market and the availability of a willing buyer or seller. The process of estimating and establishing reserves for losses and loss adjustment expenses ("LAE") for property and casualty insurance is inherently uncertain, and the actual ultimate net cost of known and unknown claims may vary materially from the estimated amounts reserved. The reserving process is particularly imprecise for claims involving long-tailed exposures, which may not be discovered or reported until years after the insurance policy period has ended. Management considers a variety of factors, including, but not limited to, past claims experience, current claim trends and relevant legal, economic and social conditions, in estimating reserves. A change in any one or more factors is likely to result in the ultimate net claim costs differing from the estimated reserve. Changes in such estimates may be material and would be recognized in the Consolidated Financial Statements when such estimates change. The process of determining whether an asset is impaired or recoverable relies on projections of future cash flows, operating results and market conditions. Projections are inherently uncertain, and, accordingly, actual future cash flows may differ materially from projected cash flows. As a result, the Company’s assessment of the impairment of long-lived assets is susceptible to the risk inherent in making such projections. NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES Investments Investments in Fixed Maturities include bonds, notes and redeemable preferred stocks. Investments in Fixed Maturities are classified as available for sale and reported at fair value. Net Investment Income, including amortization of purchased premiums and accretion of market discounts, on Investments in Fixed Maturities is recognized as interest over the period that it is earned using the effective yield method. Investments in Equity Securities include common and non-redeemable preferred stocks and other equity interests and are reported at fair value. Investments in common and non-redeemable preferred stocks with readily determinable fair values are classified as available for sale. Dividend income on investments in common and non-redeemable preferred stocks is recognized on the ex-dividend date. Other equity interests primarily consist of exchange traded funds and interests in limited liability companies and limited partnerships in which the Company’s interests are deemed minor. The Company’s share of distributed earnings from other equity interests is recognized as dividend income when received. Unrealized appreciation or depreciation, net of applicable deferred income taxes, on fixed maturities and equity securities classified as available for sale is reported in Accumulated Other Comprehensive Income (“AOCI”) included in Shareholders’ Equity. Equity Method Limited Liability Investments include investments in limited liability investment companies and limited partnerships in which the Company’s interests are not deemed minor and are accounted for under the equity method of accounting. 77 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) Fair Value Option Investments include investments in certain hedge funds, which the Company has elected the fair value option (“FVO”) to account for such investments. Under the FVO method of accounting, the Company reports changes in the fair value of such investments in Net Investment Income in the Consolidated Statements of Income. The hedge funds are designed to preserve liquidity, while providing higher returns than Kemper would otherwise expect to earn had it invested in other short- term investments. Short-term Investments include certificates of deposits and other fixed maturities that mature within one year from the date of purchase, U.S. Treasury bills, money market mutual funds and overnight interest bearing accounts. Short-term Investments are reported at cost, which approximates fair value. Other Investments primarily include loans to policyholders and real estate. Loans to policyholders are carried at unpaid principal balance. Real estate is carried at cost, net of accumulated depreciation. Real estate is depreciated over the estimated useful life of the asset using the straight-line method of depreciation. Real estate is evaluated for impairment when events or circumstances indicate the carrying value may not be recoverable. An impairment loss on real estate is recognized when the carrying value exceeds the sum of undiscounted projected future cash flows as well as the fair value, or, in the case of a property classified as held for sale, when the carrying value exceeds the fair value, net of costs to sell. Gains and losses on sales of investments are computed on the specific identification method and are reported in the Consolidated Statements of Income in the period in which the sales occur. The Company regularly reviews its investment portfolio for factors that may indicate that a decline in fair value of an investment is other than temporary.r Losses are computed on the specific identification method and reported in the Consolidated Statements of Income in the period that the decline is determined to be other than temporary. The portion of an impairment of an investment in a fixed maturity attributed to a credit loss is reported in Net Impairment Losses Recognized in Earnings in the Consolidated Statements of Income, with the portion of the impairment that is not attributed to a credit loss reported in AOCI. Fair Value Measurements The Company uses a hierarchical framework which prioritizes and ranks the market observability of inputs used in fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure fair value into one of three levels as follows: • • • Level 1 — Quoted prices in an active market for identical assets or liabilities; Level 2 — Observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — Unobservable inputs for the asset or liability being measured. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, ff the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to the entire measurement. Such determination requires significant management judgment. Deferred Policy Acquisition Costs Costs directly associated with the successful acquisition of business, principally commissions and certain premium taxes and policy issuance costs, are deferred. Costs deferred on property and casualty insurance contracts and short duration health insurance contracts are amortized over the period in which premiums are earned. Costs deferred on traditional life insurance products and other long-duration insurance contracts are primarily amortized over the anticipated premium-paying period of the related policies in proportion to the ratio of the annual premiums to the total premiums anticipated, which is estimated using the same assumptions used in calculating policy reserves. 78 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) Goodwill The cost of an acquired entity over the fair value of net assets acquired is reported as Goodwill. Goodwill is not amortized, but rather is tested for recoverability annually or when certain triggering events require testing. Insurance Reserves Reserves for losses and LAE on property and casualty insurance coverage and health insurance coverage represent the estimated claim cost and loss adjustment expense necessary to cover the ultimate net cost of investigating and settling all losses incurred and unpaid at the end of any given accounting period. Such estimates are based on individual case estimates for reported claims and estimates for incurred but not reported (“IBNR”) losses, including expected development on reported claims. These estimates are adjusted in the aggregate for ultimate loss expectations based on historical experience patterns and current economic trends, with any change in the estimated ultimate liabilities being reported in the Consolidated Statements of Income in the period of change. Changes in such estimates may be material. For traditional life insurance products, the reserves for future policy benefits are estimated on the net level premium method using assumptions as of the issue date for mortality, interest, policy lapses and expenses, including provisions for adverse mortality. These assumptions vary by such characteristics as plan, age at issue and policy duration. Mortality assumptions are based on the Company’s historical experience and industry standards. Interest rate assumptions principally range from 3% to 7%. Lapse rate assumptions are based on actual and industry experience. Insurance Reserves for life insurance products are comprised of reserves for future policy benefits plus an estimate of the Company’s liability for unpaid life insurance claims and claims adjustment expenses, which includes an estimate for IBNR life insurance claims. Prior to the third quarter of 2016, except when required by applicable law, the Company did not utilize the database of reported deaths maintained by the Social Security Administration or any other comparable database (a “Death Master File” or “DMF”) in its operations, including to determine its IBNR liability for life insurance products. Instead of using such a database, the Company calculated its IBNR liability for life insurance products using Company-specific historical information, which included analyzing average paid claims and the average lag between date of death and the date reported to the Company for claims for which proof of death had been provided. In the third quarter of 2016, the Company initiated a voluntary enhancement of its claims handling procedures for its life insurance policies. The Company is now utilizing a DMF to identify potential situations where the Company has yet to be notified of an insured’s death and, as appropriate, initiating an outreach process to identify and contact beneficiaries and settle claims. Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses for the year ended December 31, 2016 include a charge of $77.8 million to recognize the initial impact of using a DMF in the Company’s operations, including to determine its IBNR liability for unpaid claims and claims adjustment expenses for life insurance products. No such charge was recorded during the year ended December 31, 2017 or December 31, 2015. Other Receivables Other Receivables primarily include reinsurance recoverables and accrued investment income. Reinsurance Recoverables were $111.6 million and $106.4 million at December 31, 2017 and 2016, respectively. Accrued Investment Income was $72.8 million and $70.8 million at December 31, 2017 and 2016, respectively. Other Assets Other Assets primarily include property and equipment, internal use software, insurance licenses acquired in business combinations, the value of other intangible assets acquired, corporate-owned life insurance and prepaid expenses. Property and equipment is depreciated over the useful lives of the assets, generally using the straight-line or double declining balance methods of depreciation depending on the asset involved. Internal use software is amortized over the useful life of the asset using the straight-line method of amortization and is evaluated for recoverability upon identification of impairment indicators. Write-offs of Long-lived Assets for the year ended December 31, 2015 were $11.1 million to write off the costs of a computer software development project that was abandoned by the Company’s Property & Casualty Insurance segment. Insurance licenses acquired in business combinations and other indefinite life intangibles are not amortized, but rather tested periodically for recoverability. 79 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) Corporate-owned life insurance is reported at cash surrender value with changes due to cost of insurance and investment experience reported in Other Income in the Consolidated Statements of Income. The Company accounts for the present value of the future profits embedded in life insurance in force acquired (“Life VIF”) based on actuarial estimates of the present value of estimated net cash flows. Life VIF was $25.5 million and $28.9 million at December 31, 2017 and 2016, respectively. Life VIF is amortized using the effective interest method using interest rates consistent with the rates in the underlying insurance contracts. The Company estimates that it will record Life VIF amortization, net of interest, of $3.0 million in 2018, $2.8 million in 2019, $2.3 million in 2020, $2.0 million in 2021 and $1.9 million in 2022. The Company evaluates the Life VIF for recoverability annually. The Company accounts for the present value of the future profits embedded in Property and Casualty Insurance Customer Relationships Acquired (“P&C Customer Relationships”) based on the present value of estimated future cash flows from the customer relationships acquired. P&C Customer Relationships was $7.3 million and $9.0 million at December 31, 2017 and 2016, respectively. P&C Customer Relationships is amortized using the effective interest method. P&C Customer Relationships is tested for recoverability using undiscounted projections of future cash flows and written down to estimated fair value if the carrying value exceeds the sum of such projections of undiscounted cash flows. The Company accounts for the present value of the future profits embedded in Property and Casualty Insurance Broker Relationships Acquired (“P&C Broker Relationships”) based on the present value of estimated future cash flows from the broker relationships acquired. P&C Broker Relationships was $15.6 million and $16.8 million at December 31, 2017 and 2016, respectively. P&C Broker Relationships is amortized on a straight-line basis over 15 years. P&C Broker Relationships is tested for recoverability using undiscounted projections of future cash flows and written down to estimated fair value if the carrying value exceeds the sum of such projections of undiscounted cash flows. Accrued Expenses and Other Liabilities Accrued Expenses and Other Liabilities primarily include accrued salaries and commissions, pension benefits, postretirement medical benefits and accrued taxes, licenses and fees. Recognition of Earned Premiums and Related Expenses Property and casualty insurance and short duration health insurance premiums are deferred when written and recognized and earned ratably over the periods to which the premiums relate. Unearned Premiums represent the portion of the premiums written related to the unexpired portion of policies in force which has been deferred and is reported as a liability. The Company performs a premium deficiency analysis typically at a product line level, namely automobile insurance, homeowners insurance and other insurance, which is consistent with the manner in which the Company acquires and services policies and measures profitability. Anticipated investment income is excluded from such analysis. A premium deficiency is recognized when the sum of expected claim costs, claim adjustment expenses, unamortized deferred policy acquisition costs and maintenance costs exceeds the related unearned premiums by first reducing related deferred policy acquisition costs to an amount, but not below zero, at which the premium deficiency would not exist. If a premium deficiency remains after first reducing deferred policy acquisition costs, a premium deficiency reserve is established and reported as a liability in the Company’s financial statements. The Company’s deferred policy acquisition costs in the Consolidated Balance Sheets as of December 31, 2017 and 2016 include reductions of $1.2 million and $9.7 million, respectively, due to premium deficiencies with respect to Alliance United’s personal automobile book of business. Traditional life insurance premiums are recognized as revenue when due. Policyholders’ benefits are associated with related premiums to result in recognition of profits over the periods for which the benefits are provided using the net level premium method. Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses include provisions for future policy benefits under life and certain accident and health insurance contracts and provisions for reported claims, estimates for IBNR claims and loss adjustment expenses. Benefit payments in excess of policy account balances are expensed. Reinsurance In the normal course of business, Kemper’s insurance subsidiaries reinsure certain risks above certain retention levels with other insurance enterprises. These reinsurance agreements do not relieve Kemper’s insurance subsidiaries of their legal obligations to the policyholder. Amounts recoverable from reinsurers are included in Other Receivables. 80 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) Gains related to long-duration reinsurance contracts are deferred and amortized over the life of the underlying reinsured policies. Losses related to long-duration reinsurance contracts are recognized immediately. Any gain or loss associated with reinsurance agreements for which Kemper’s insurance subsidiaries have been legally relieved of their obligations to the policyholder is recognized in the period of relief. Income Taxesaa Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance, if any, is maintained for the portion of deferred income tax assets that the Company does not expect to recover. Increases, if any, in the valuation allowance for deferred income tax assets are recognized as income tax expense. Decreases, if any, in the valuation allowance for deferred income tax assets are recognized as income tax benefit. The effect on deferred income tax assets and liabilities of a change in tax law including a change in tax rates is recognized in income from continuing operations in the period in which the change is enacted. ff The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Change in Accounting and Adoption of New Accounting Standards Adopted Accounting Guidance g p Effective January 1, 2016, the Company changed its method for estimating the interest and service cost components of expense recognized for its pension and other postretirement employee benefit plans. As a result, the Company elected to use a full yield curve approach to estimate these components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. Prior to 2016, the interest and service cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation or accumulated postretirement benefit obligation, as relevant, at the beginning of the period. The change provides a more precise measurement of interest and service costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. The Company has accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, recognized the effect prospectively in 2016. The change in method for estimating the interest and service cost components decreased pension expense for the year ended December 31, 2016 by approximately $2.7 million, but had no impact on the measurement of benefit obligations. ff In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments in ASU 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities while also eliminating the presumption that a general partner should consolidate a limited partnership. ASU 2015-02 may also affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The Company's adoption and initial application as of January 1, 2016 resulted in no changes to the legal entities that the Company consolidates. In May 2015, the FASB issued ASU 2015-07 Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The Company adopted ASU 2015-07 in the first quarter of 2016 and applied its provisions on a retrospective basis. Except for the change in disclosure requirements, adoption of ASU 2015-07 did not impact the Company’s financial statements. 81 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) — In May 2015, the FASB issued ASU 2015-09, Financial Services—Insurance (Topic 944): Disclosures about Short-Duration Contracts. ASU 2015-09 requires insurers to provide additional disclosures about short-duration insurance contracts, focusing particularly on the liability for unpaid claims and claim adjustment expenses. Insurers are required to disclose tables showing incurred and paid claims development information by accident year for the number of years that claims typically remain outstanding, although not to exceed ten years, as well as a reconciliation of this information to the balance sheet. Additional disclosures are also required on the total of IBNR liabilities, including expected development on reported claims, reserving methodologies, quantitative information about claim frequency, qualitative description of the methodologies used for determining claim frequency and average annual percentage payout of incurred claims by age. The Company adopted ASU 2015-09 in its 2016 year-end financial statements. Except for the additional disclosure requirements, adoption of ASU 2015-09 did not impact the Company’s financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which the Company adopted in the first quarter of 2017. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 impacts the timing of when excess tax benefits are recognized by eliminating the delay in the recognition of a tax benefit until the tax benefit is realized through a reduction to income taxes payable. The Company applied the modified retrospective transition method and recognized an increase to retained earnings of $0.5 million as of January 1, 2017 to recognize excess tax benefits that had been previously delayed. On a prospective basis, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Income. Further, the Company will continue to estimate the number of awards that are expect to vest. In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, which the Company early adopted in the first quarter of 2017. ASU 2017-08 shortens the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. No change is required for securities held at a discount, which will continue to be amortized to maturity. The Company holds a large number of debt securities for which prepayments are probable and the timing and amount of prepayments can be reasonably estimated. As allowed under GAAP in effect prior to the issuance of ASU 2017-08, the Company already considered such estimates of future principal prepayments in the calculation of the constant effective yield necessary in applying the interest method. Accordingly, adoption of ASU 2017-08 did not have a material impact on the Company’s financial statements. Guidance Not Yet Adoptedp In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which revises the criteria for recognizing revenue. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The guidance is effective for reporting periods beginning after December 15, 2017 and is to be applied using either the full retrospective or modified retrospective transition method. The guidance specifically excludes insurance contracts, lease contracts and investments from its scope. Accordingly, the Company does not expect adoption to have a material impact on net income or its financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most significantly, ASU 2016-01 requires companies to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily-determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also simplifies the impairment assessment of equity investments without readily-determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that an impairment exists, an entity is required to measure the investment at fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adopting ASU 2016-01 will have no impact on the Company’s total Shareholders’ Equity as of January 1, 2018, but will result in an increase to Retained Earnings of $17.7 million, with a corresponding reduction to AOCI. Subsequent to adoption, ASU 2016-01 is expected to cause increased volatility in the Company’s Consolidated Statements of Income. 82 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 2. SUMMARYRR OF ACCOUNTING POLICIES AND ACCOUNTING CHANGES (Continued) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), by amending the Accounting Standards Codification (“ASC”) and creating a new topic on accounting for leases. ASU 2016-02 introduces a lessee model that requires most leases to be reported on the balance sheet of a lessee. ASU 2016-02 also aligns many of the underlying principles of the new lessor model with those in ASC Topic 606, Revenue from Contracts with Customers, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, ASU 2016-02 addresses other concerns related to the current leases model. For example, ASU 2016-02 eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASU 2016-02 also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those years with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements. ff In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that utilizes expected credit losses to provide for an allowance for credit losses for financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The at amortized cost basis to be amendments in this ASU require a financial asset (or a group of financial assets) measured presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The income statement includes the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. Credit losses on available-for-sale debt securities are measured in a manner similar to current GAAP, although the ASU requires that they be presented as an allowance rather than as a write-down. In situations where the estimate of credit loss on an available-for-sale debt security declines, entities will be able to record the reversal to income in the current period, which GAAP currently prohibits. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods with early adoption permitted for fiscal years beginning after December 31, 2018 and interim periods within such year. The Company is currently evaluating the impact of this guidance on its financial statements. The Company has adopted all recently issued accounting pronouncements with effective dates prior to January 1, 2018. There were no adoptions of such accounting pronouncements in 2017 that had a material impact on the Company’s Consolidated Financial Statements. With the possible exceptions of ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, ASU 2016-02, Leases (Topic 842) and ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Company does not expect the adoption of all other recently issued accounting pronouncements with effective dates after December 31, 2017 to have a material impact on the Company’s financial statements. NOTE 3. ACQUISITION OF BUSINESS On April 30, 2015, Kemper acquired 100% of the outstanding common stock of Alliance United Group and its wholly-owned subsidiaries, Alliance United Insurance Company and Alliance United Insurance Services (individually and collectively referred to herein as “Alliance United”). The results of Alliance United are included in the Consolidated Financial Statements from the date of acquisition and are reported in the Company’s Property & Casualty Insurance segment. Alliance United is a provider of nonstandard personal automobile insurance in California. As a result of the acquisition, the Company increased its presence in the California nonstandard automobile insurance market by gaining access to additional brokers and gained expertise in serving the Hispanic market. 83 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 3. ACQUISITION OF BUSINESS (Continued) The Company completed the allocation of the purchase price to the assets acquired and liabilities assumed in 2015. The final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed is presented below. DOLLARS IN MILLIONS Investments.................................................................................................................................................................. Cash ............................................................................................................................................................................. Receivables from Policyholders .................................................................................................................................. Other Receivables........................................................................................................................................................ Value of Intangible Assets Acquired (Reported in Other Assets)................................................................................ Goodwill ...................................................................................................................................................................... Current Income Taxes.................................................................................................................................................. Other Assets................................................................................................................................................................. Property and Casualty Insurance Reserves.................................................................................................................. Unearned Premiums .................................................................................................................................................... Liabilities for Income Taxes........................................................................................................................................ Accrued Expenses and Other Liabilities ..................................................................................................................... Total Purchase Price .................................................................................................................................................... $ 187.0 13.4 44.4 52.8 32.6 11.2 1.4 5.9 (155.8) (85.6) (1.5) (34.8) 71.0 $ Under the purchase agreement, the Company was indemnified up to $12.5 million on an after-tax basis for, among other things, breaches of customary representations and warranties, loss and LAE reserve development and pre-closing income taxes. In addition, the Company was indemnified up to $5.0 million on an after-tax basis, for certain employment related matters. Other Receivables in the preceding table include an indemnification receivable of $5.4 million. Other Receivables in the Consolidated Balance Sheets at December 31, 2016 include an indemnification receivable of $16.0 million. There are no indemnification receivables included in the Consolidated Balance Sheets at December 31, 2017. NOTE 4. INVESTMENTS The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at December 31, 2017 were: DOLLARS IN MILLIONS U.S. Government and Government Agencies and Authorities .......................... States and Political Subdivisions ....................................................................... Foreign Governments......................................................................................... Corporate Securities: Bonds and Notes ........................................................................................... Redeemable Preferred Stocks ....................................................................... Collateralized Loan Obligations ................................................................... Other Mortgage- and Asset-backed............................................................... Investments in Fixed Maturities......................................................................... $ Amortized Cost 542.7 1,595.5 3.0 2,745.8 0.1 134.1 0.4 $ 5,021.6 Gross Unrealized Gains Losses $ $ 19.6 108.6 0.2 245.8 — 5.7 0.7 380.6 $ $ Fair Value 556.1 1,701.8 3.2 (6.2) $ (2.3) — (11.0) — — — 2,980.6 0.1 139.8 1.1 (19.5) $ 5,382.7 Included in the fair value of Other Mortgage- and Asset-backed investments at December 31, 2017 are $1.1 million of non- governmental residential mortgage-backed securities. 84 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at December 31, 2016 were: DOLLARS IN MILLIONS U.S. Government and Government Agencies and Authorities .......................... $ States and Political Subdivisions ....................................................................... Foreign Governments......................................................................................... Corporate Securities: Bonds and Notes ........................................................................................... Redeemable Preferred Stocks ....................................................................... Collateralized Loan Obligations ................................................................... Other Mortgage- and Asset-backed............................................................... Investments in Fixed Maturities......................................................................... Gross Unrealized Gains Losses Amortized Cost 321.2 1,640.6 3.5 2,758.9 0.5 121.2 0.9 $ $ 22.3 88.4 — 209.9 0.1 2.7 1.2 $ 4,846.8 $ 324.6 $ Fair Value 336.3 1,714.9 3.4 2,944.8 0.6 122.8 (7.2) $ (14.1) (0.1) (24.0) — (1.1) — 2.1 (46.5) $ 5,124.9 Included in the fair value of Other Mortgage- and Asset-backed investments at December 31, 2016 are $0.9 million of collateralized debt obligations and $1.2 million of non-governmental residential mortgage-backed securities. Accrued Expenses and Other Liabilities included unsettled purchases of Investments in Fixed Maturities of $5.4 million and $0.1 million at December 31, 2017 and 2016, respectively. There were no unsettled sales of Investments in Fixed Maturities at December 31, 2017, compared to $2.7 million of unsettled sales of Investments in Fixed Maturities included in Other Receivables at December 31, 2016. The amortized cost and estimated fair values of the Company’s Investments in Fixed Maturities at December 31, 2017 by contractual maturity were: DOLLARS IN MILLIONS Due in One Year or Less............................................................................................................................ Due after One Year to Five Years .............................................................................................................. Due after Five Years to Ten Years ............................................................................................................. Due after Ten Years ................................................................................................................................... Mortgage- and Asset-backed Securities Not Due at a Single Maturity Date ............................................ Investments in Fixed Maturities ................................................................................................................ $ Amortized Cost 152.1 855.8 1,603.3 1,911.4 499.0 $ 5,021.6 Fair Value 153.4 $ 879.0 1,678.0 2,164.0 508.3 $ 5,382.7 The expected maturities of the Company’s Investments in Fixed Maturities may differ from the contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments in Mortgage- and Asset-backed Securities Not Due at a Single Maturity Date at December 31, 2017 consisted of securities issued by the Government National Mortgage Association with a fair value of $352.9 million, securities issued by the Federal National Mortgage Association with a fair value of $10.7 million, securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $3.9 million and securities of other non-governmental issuers with a fair value of $140.8 million. 85 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) Gross unrealized gains and gross unrealized losses on the Company’s Investments in Equity Securities at December 31, 2017 were: DOLLARS IN MILLIONS Preferred Stocks: Gross Unrealized Cost Gains Losses Fair Value Finance, Insurance and Real Estate............................................................... Other Industries............................................................................................. $ Common Stocks: Finance, Insurance and Real Estate............................................................... Other Industries............................................................................................. Other Equity Interests: 51.1 17.1 5.5 10.0 Exchange Traded Funds ................................................................................ Limited Liability Companies and Limited Partnerships ............................... Investments in Equity Securities........................................................................ $ 207.6 184.9 476.2 $ $ 4.6 6.0 1.7 8.1 11.9 23.9 56.2 $ $ — $ — (0.1) (0.4) 55.7 23.1 7.1 17.7 — (5.9) (6.4) $ 219.5 202.9 526.0 Gross unrealized gains and gross unrealized losses on the Company’s Investments in Equity Securities at December 31, 2016 were: DOLLARS IN MILLIONS Preferred Stocks: Gross Unrealized Cost Gains Losses Fair Value Finance, Insurance and Real Estate............................................................... Other Industries............................................................................................. $ Common Stocks: Finance, Insurance and Real Estate............................................................... Other Industries............................................................................................. Other Equity Interests: 58.1 18.5 31.2 7.2 Exchange Traded Funds ................................................................................ Limited Liability Companies and Limited Partnerships ............................... Investments in Equity Securities........................................................................ $ 136.1 183.3 434.4 $ $ 2.3 4.9 2.3 4.6 $ (0.8) $ (0.5) — (0.1) 59.6 22.9 33.5 11.7 9.6 29.2 52.9 $ (1.3) (2.9) (5.6) $ 144.4 209.6 481.7 There were no unsettled sales of Investments in Equity Securities at December 31, 2017. Other Receivables included unsettled sales of Investments in Equity Securities of $0.2 million at December 31, 2016. There were no unsettled purchases of Investments in Equity Securities at either December 31, 2017 or December 31, 2016. 86 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) An aging of unrealized losses on the Company’s Investments in Fixed Maturities and Equity Securities at December 31, 2017 is presented below. Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses 140.0 $ 57.0 (1.1) $ (0.3) 103.4 $ 124.2 (5.1) $ (2.0) 243.4 $ 181.2 (6.2) (2.3) DOLLARS IN MILLIONS Fixed Maturities: U.S. Government and Government Agencies and Authorities ........................................................ $ States and Political Subdivisions ........................... Corporate Securities: Bonds and Notes ............................................... Collateralized Loan Obligations ....................... Total Fixed Maturities................................................. Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate................... Other Industries................................................. Common Stocks: Finance, Insurance and Real Estate................... Other Industries................................................. Other Equity Interests: 283.1 2.8 482.9 0.3 0.2 1.6 0.4 (4.2) — (5.6) — — (0.1) (0.3) Limited Liability Companies and Limited Partnerships.................................................. Total Equity Securities................................................ Total ............................................................................ $ 48.4 50.9 533.8 $ (2.1) (2.5) (8.1) $ 208.9 2.4 438.9 (6.8) — (13.9) 492.0 5.2 921.8 (11.0) — (19.5) 0.2 0.2 — 0.5 7.7 8.6 447.5 $ — — — (0.1) 0.5 0.4 1.6 0.9 — — (0.1) (0.4) (3.8) (3.9) (17.8) $ 56.1 59.5 981.3 $ (5.9) (6.4) (25.9) The Company regularly reviews its investment portfolio for factors that may indicate that a decline in fair value of an investment is other than temporary. The portions of the declines in the fair values of investments that are determined to be other than temporary are reported as losses in the Consolidated Statements of Income in the periods when such determinations are made. Unrealized losses on fixed maturities, which the Company has determined to be temporary at December 31, 2017, were $19.5 million, of which $13.9 million was related to fixed maturities that were in an unrealized loss position for 12 months or longer. There were no unrealized losses at December 31, 2017 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “Less Than 12 Months.” There were no unrealized losses at December 31, 2017 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “12 Months or Longer.” Investment-grade fixed maturity investments comprised $12.6 million and below-investment- grade fixed maturity investments comprised $6.9 million of the unrealized losses on investments in fixed maturities at December 31, 2017. For below-investment-grade fixed maturity investments in an unrealized loss position, the unrealized loss amount, on average, was less than 4% of the amortized cost basis of the investment. At December 31, 2017, the Company did not have the intent to sell these investments and it was not more likely than not that the Company would be required to sell these investments before recovery of its amortized cost basis, which may be at maturity. Based on the Company’s evaluation at December 31, 2017 of the prospects of the issuers, including, but not limited to, the credit ratings of the issuers of the investments in the fixed maturities, and the Company’s intention to not sell and its determination that it would not be required to sell before recovery of the amortized cost of such investments, the Company concluded that the declines in the fair values of the Company’s investments in fixed maturities presented in the preceding table were temporary at the evaluation date. 87 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) For equity securities, the Company considers various factors when determining whether a decline in the fair value is other than temporary, including, but not limited to: • The financial condition and prospects of the issuer; • The length of time and magnitude of the unrealized loss; • The volatility of the investment; • Analyst recommendations and near term price targets; • Opinions of the Company’s external investment managers; • Market liquidity; • Debt-like characteristics of perpetual preferred stocks and issuer ratings; and • The Company’s intentions to sell or ability to hold the investments until recovery. With respect to Investments in Equity Securities, the Company concluded that the unrealized losses on its investments in preferred and common stocks at December 31, 2017 were temporary based on various factors, including the relative short length and magnitude of the losses and overall market volatility. The Company’s investments in other equity interests include investments in limited liability companies and limited partnerships that primarily invest in mezzanine debt and senior debt. By the nature of their underlying investments, the Company believes that some of its investments in the limited liability companies and limited partnerships exhibit debt-like characteristics which, among other factors, the Company also considers when evaluating these investments for impairment. Based on evaluations of the factors in the preceding paragraph, the Company concluded that the declines in the fair values of the Company’s investments in equity securities presented in the preceding table were temporary at December 31, 2017. 88 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) An aging of unrealized losses on the Company’s Investments in Fixed Maturities and Equity Securities at December 31, 2016 is presented below. DOLLARS IN MILLIONS Fixed Maturities: U.S. Government and Government Agencies and Authorities......................................................... States and Political Subdivisions............................ Foreign Governments............................................. Corporate Securities: Bonds and Notes................................................ Collateralized Loan Obligations........................ Total Fixed Maturities................................................. Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate ................... Other Industries ................................................. Common Stocks: Finance, Insurance and Real Estate ................... Other Industries ................................................. Other Equity Interests: Exchange Traded Funds .................................... Limited Liability Companies and Limited Partnerships .................................................. Total Equity Securities ................................................ Total............................................................................. Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ 117.7 $ 432.7 2.1 663.3 19.9 1,235.7 (7.2) $ (14.1) (0.1) 1.1 0.3 — (16.6) (0.7) (38.7) 107.3 21.4 130.1 15.6 5.3 2.8 0.6 — 13.9 38.2 $ 1,273.9 $ (0.5) (0.5) — (0.1) — (0.7) (1.8) (40.5) $ 7.3 — — 0.5 18.6 33.8 60.2 190.3 $ $ — $ 118.8 $ — — (7.4) (0.4) (7.8) (0.3) — — — 433.0 2.1 770.6 41.3 1,365.8 22.9 5.3 2.8 1.1 (7.2) (14.1) (0.1) (24.0) (1.1) (46.5) (0.8) (0.5) — (0.1) (1.3) 18.6 (1.3) 47.7 (2.2) (3.8) 98.4 (11.6) $ 1,464.2 $ (2.9) (5.6) (52.1) Unrealized losses on fixed maturities, which the Company determined to be temporary at December 31, 2016, were $46.5 million, of which $7.8 million was related to fixed maturities that were in an unrealized loss position for 12 months or longer. There were unrealized losses of $0.1 million at December 31, 2016 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “Less Than 12 Months.” There were no unrealized losses at December 31, 2016 related to securities for which the Company has recognized credit losses in earnings in the preceding table under the heading “12 Months or Longer.” Investment-grade fixed maturities comprised $33.8 million and below-investment- grade fixed maturities comprised $12.7 million of the unrealized losses on investments in fixed maturities at December 31, 2016. For below-investment-grade fixed maturities in an unrealized loss position, the unrealized loss amount, on average, was approximately 5% of the amortized cost basis of the investment. At December 31, 2016, the Company did not have the intent to sell these investments and it was not more likely than not that the Company would be required to sell these investments before recovery of its amortized cost basis, which may be at maturity. Based on the Company’s evaluation at December 31, 2016 of the prospects of the issuers, including, but not limited to, the credit ratings of the issuers of the investments in the fixed maturities, and the Company’s intention to not sell and its determination that it would not be required to sell before recovery of the amortized cost of such investments, the Company concluded that the declines in the fair values of the Company’s investments in fixed maturities presented in the preceding table were temporary at the evaluation date. 89 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 4. INVESTMENTS (Continued) With respect to Investments in Equity Securities, the Company concluded that the unrealized losses on its investments in preferred and common stocks at December 31, 2016 were temporary based on various factors, including the relative short length and magnitude of the losses and overall market volatility. The Company’s investments in other equity interests include investments in limited liability companies and limited partnerships that primarily invest in mezzanine debt, distressed debt, and secondary transactions. By the nature of their underlying investments, the Company believes that some of its investments in the limited liability companies and limited partnerships exhibit debt-like characteristics which, among other factors, the Company also considers when evaluating these investments for impairment. Based on evaluations of the factors in the preceding paragraph, the Company concluded that the declines in the fair values of the Company’s investments in equity securities presented in the preceding table were temporary at December 31, 2016. The following table sets forth the pre-tax amount of Other Than Temporary Impairments (“OTTI”) credit losses, recognized in Retained Earnings for Investments in Fixed Maturities held by the Company as of December 31, 2017, 2016 and 2015, for which a portion of the OTTI loss related to factors other than credit has been recognized in AOCI, and the corresponding changes in such amounts. DOLLARS IN MILLIONS Cumulative Balance of Pre-tax Credit Losses Recognized in Retained Earnings at Beginning of Year............................................................................................................... 2017 2016 2015 $ 1.4 $ 5.1 $ Pre-tax Credit Losses on Fixed Maturities without Pre-tax Credit Losses Included in Cumulative Balance at Beginning of Year ......................................................................... 1.2 2.7 Reductions for Change in Impairment Status: From Status of Credit Loss to Status of Intent-to-sell or Required-to-sell ....................... Reductions for Investments Sold During Year....................................................................... Balance at End of Year........................................................................................................... $ (0.7) (0.3) 1.6 $ (6.3) (0.1) 1.4 $ 5.3 0.2 (0.4) — 5.1 Equity Method Limited Liability Investments include investments in limited liability investment companies and limited partnerships in which the Company’s interests are not deemed minor and are accounted for under the equity method of accounting. The Company’s investments in Equity Method Limited Liability Investments are generally of a passive nature in that the Company does not take an active role in the management of the investment entity. In 2017, 2016 and 2015, aggregate investment income (losses) from Equity Method Limited Liability Investments exceeded 10% of the Company’s pretax consolidated net income. Accordingly, the Company is disclosing aggregated summarized financial data for its Equity Method Limited Liability Investments. Such aggregated summarized financial data does not represent the Company’s proportionate share of the Equity Method Limited Liability Investment assets or earnings. Aggregate total assets of the Equity Method Limited Liability Investments in which the Company invested totaled $2,393.7 million, $2,618.1 million and $3,801.7 million, as of December 31, 2017, 2016 and 2015, respectively. Aggregate total liabilities of the Equity Method Limited Liability Investments in which the Company invested totaled $899.7 million, $828.0 million and $879.1 million, as of December 31, 2017, 2016 and 2015, respectively. Aggregate net income of the Equity Method Limited Liability Investments in which the Company invested totaled $209.3 million, $85.0 million and $159.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. The aggregate summarized financial data is based on the most recent and sufficiently-timely financial information available to the Company as of the respective reporting dates and periods. The Company’s maximum exposure to loss at December 31, 2017 is limited to the total carrying value of $161.0 million. In addition, the Company had outstanding commitments totaling approximately $101.0 million to fund Equity Method Limited Liability Investments at December 31, 2017. The carrying values of the Company’s Other Investments at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Loans to Policyholders at Unpaid Principal.............................................................................................. Real Estate at Depreciated Cost ................................................................................................................ Trading Securities at Fair Value................................................................................................................ Other.......................................................................................................................................................... Total........................................................................................................................................................... 2017 298.6 116.8 6.7 0.1 422.2 $ $ 2016 294.2 140.2 5.3 0.2 439.9 $ $ 90 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 5. GOODWILL Goodwill balances by business segment at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Property & Casualty Insurance.................................................................................................................. Life & Health Insurance ............................................................................................................................ Total ........................................................................................................................................................... 2017 103.6 219.4 323.0 $ $ 2016 103.6 219.4 323.0 $ $ The Company tests goodwill for recoverability at the reporting unit level on an annual basis as of the beginning of the first quarter and, if circumstances or events indicate that the fair value of a reporting unit may have declined below its carrying value, such tests are performed at intervening interim periods. The Company performed a quantitative goodwill impairment assessment for all reporting units as of January 1, 2017 and 2016, principally using projections of discounted future cash flows to estimate the fair values of the reporting units. For each reporting unit tested, the estimated fair value exceeded the carrying value of the reporting unit, and the Company concluded that the associated goodwill was recoverable at the aforementioned dates tested. NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES The Company’s Property and Casualty Insurance Reserves are reported using the Company’s estimate of its ultimate liability for losses and LAE for claims that occurred prior to the end of any given accounting period but have not yet been paid. Such estimates are based on individual case estimates for reported claims and estimates for IBNR losses, including expected development on reported claims. The determination of individual case reserves differs by line of business. For preferred personal automobile insurance, homeowners insurance and other personal insurance, case reserves are set by adjusters and are based on the adjusters’ estimates of the amount for which the claims will ultimately be paid. For non-standard personal automobile insurance and commercial automobile insurance, case reserves are set primarily using statistical reserves that are based on studies of historical average paid amounts by state, coverage and product. However, when such reserves exceed certain thresholds they are set manually by adjusters. The Company’s actuaries generally estimate ultimate losses and LAE and, therefore, reserves at least quarterly for most product lines and/or coverage levels using accident quarters spanning 10 or more years, depending on the size of the product line and/ordd coverage level or emerging issues relating to them. The Company’s actuaries use a variety of generally accepted actuarial loss reserving estimation methodologies to estimate the ultimate losses and LAE for the current accident quarter and re-estimate the ultimate losses and LAE for previous accident quarters to determine if changes in the previous estimates of the ultimate losses and LAE are indicated by the most recent data. ff ff The key assumption in these estimation methodologies is that patterns observed in prior periods are indicative of how losses and LAE are expected to develop in the future and that such historical data can be used to predict and estimate ultimate losses and LAE. However, changes in the Company’s business processes, by their very nature, are likely to affect the development patterns, which generally results in the historical development factors becoming less reliable over time in predicting how losses and LAE will ultimately develop. The Company’s actuaries use professional judgment in determining how much weight to place on the development patterns based on the older historical data and how much weight to place on the development patterns based on more recent data. In some cases, the Company’s actuaries make adjustments to the loss reserving estimation methodologies to estimate ultimate losses and LAE. The Company’s actuaries’ quarterly selections are summed by product and/or coverage levels to create the actuarial indication of the ultimate losses and LAE. Paid amounts are then subtracted from the ultimates to compute the reserves for property and casualty insurance losses and LAE. These results are reviewed by the Company’s corporate actuary and corporate management who apply their collective judgment and determine the appropriate estimated level of reserves to record. Numerous factors are considered in this determination process, including, but not limited to, the assessed reliability of key loss trends and assumptions that may be significantly influencing the current actuarial indications, changes in claim handling practices or other changes that affect the timing of payment or development patterns, changes in the mix of business, the maturity of the accident year, pertinent trends observed over the recent past, the level of volatility within a particular line of business, the improvement or deterioration of actuarial indications in the current period as compared to prior periods, and the amount of reserves related to third party pools for which the Company has limited access to the underlying data and, accordingly, relies on calculations provided by such pools. 91 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) The Company’s goal is to ensure that its total reserves for property and casualty insurance losses and LAE are adequate to cover all costs, while sustaining minimal variation from the time reserves for losses and LAE are initially estimated until losses and LAE are fully developed. Changes in the Company’s estimates of these losses and LAE over time, also referred to as “development,” will occur and may be material. The following tables contain information about incurred and paid claims development as of and for the year ended December 31, 2017, net of reinsurance and indemnification, as well as cumulative claim frequency and the total of IBNR liabilities, including expected development on reported claims included within the net incurred losses and allocated LAE amounts. The tables are grouped by major product line and, if relevant, coverage. The information about incurred and paid claims development for the years ended December 31, 2013 through 2015 is presented as supplementary information and is unaudited. Preferred Personal Automobile Insurance—ee Liability — DOLLARS IN MILLIONS, EXCEPT CUMULATIVE INCURRED CLAIMS , As of December 31, 2017 Incurred Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) 2016 (Unaudited) $ 251.1 Accident Year 2013 ............. $ 265.4 2014 ....................................... 202.1 2015................................................................. 168.3 2016........................................................................................... 162.1 2017 .................................................................................................................... Total .................................................................................................................... 171.8 200.2 198.3 250.1 251.6 $ $ Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Incurred Claims 2017 $ 251.8 $ 202.8 176.5 174.5 164.4 970.0 — 0.1 1.3 9.0 39.2 51,112 39,903 32,752 30,472 28,086 Cumulative Paid Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ $ $ Accident Year 2013 ............. 107.2 182.2 2014 ....................................... 85.8 2015................................................................. 73.1 61.2 2016........................................................................................... 2017 .................................................................................................................... Total .................................................................................................................... Outstanding Loss and Allocated LAE Reserves on Accident Years before 216.3 143.3 234.1 168.8 122.4 $ 2013, Net of Reinsurance .............................................................................. Loss and Allocated LAE Reserves, Net of Reinsurance..................................... 2017 241.9 188.3 147.5 114.6 59.2 751.5 11.4 229.9 $ $ 92 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) Preferred Personal Automobile Insurance—ee Physical Damage — DOLLARS IN MILLIONS, EXCEPT CUMULATIVE INCURRED CLAIMS , As of December 31, 2017 Incurred Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) 2016 (Unaudited) $ 138.5 Accident Year 2013 ............. $ 139.7 2014 ....................................... 122.0 2015................................................................. 101.2 2016........................................................................................... 106.6 2017 .................................................................................................................... Total .................................................................................................................... 121.6 100.7 121.4 138.5 138.4 $ $ Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Incurred Claims 2017 $ 138.4 $ 121.4 100.6 106.6 109.2 576.2 (0.1) (0.1) (0.1) (0.5) (1.2) 78,778 67,219 53,464 49,870 47,440 Cumulative Paid Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ $ 138.6 138.9 Accident Year 2013 ............. $ 137.0 121.8 2014 ....................................... 121.0 100.1 2015................................................................. 2016........................................................................................... 105.2 2017 .................................................................................................................... Total .................................................................................................................... Outstanding Loss and Allocated LAE Reserves on Accident Years before 121.5 101.0 138.5 $ 2013, Net of Reinsurance .............................................................................. Loss and Allocated LAE Reserves, Net of Reinsurance..................................... 2017 138.5 121.5 100.7 106.9 104.4 572.0 (0.1) 4.1 $ $ 93 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) 1 Non-standard Personal Automobile Insurance—ee Liability — DOLLARS IN MILLIONS, EXCEPT CUMULATIVE INCURRED CLAIMS , As of December 31, 2017 Incurred Losses and Allocated LAE, Net of Reinsurance and Indemnification For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ 247.1 Accident Year 2013 ............. $ 250.5 2014 ....................................... 255.0 2015................................................................. 379.4 2016........................................................................................... 435.7 2017..................................................................................................................... Total..................................................................................................................... 262.9 267.1 379.8 248.3 249.5 $ $ 2017 $ 248.8 $ 266.1 381.1 437.1 444.6 1,777.7 0.2 3.4 0.2 16.6 102.8 Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Incurred Claims 66,918 76,771 91,674 105,405 103,965 Cumulative Paid Losses and Allocated LAE, Net of Reinsurance and Indemnification For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ $ 208.2 233.8 Accident Year 2013 ............. $ 117.8 2014 ....................................... 117.4 210.8 2015................................................................. 167.7 2016........................................................................................... 168.9 2017..................................................................................................................... Total..................................................................................................................... Outstanding Loss and Allocated LAE Reserves on Accident Years before 245.5 304.7 244.2 $ $ 2013, Net of Reinsurance .............................................................................. Loss and Allocated LAE Reserves, Net of Reinsurance ..................................... $ 2017 247.4 258.4 359.2 346.2 175.4 1,386.6 1.2 392.3 a 1 Table retrospectively includes Alliance United presented. ’s historical incurred and paid accident year claim information for all periods 94 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) Non-standard Personal Automobile Insurance—ee Physical Damage — 1 DOLLARS IN MILLIONS, EXCEPT CUMULATIVE INCURRED CLAIMS , As of December 31, 2017 Incurred Losses and Allocated LAE, Net of Reinsurance and Indemnification For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ 100.3 Accident Year 2013 ............. $ 100.1 2014 ....................................... 105.8 2015................................................................. 143.2 2016........................................................................................... 177.9 2017..................................................................................................................... Total..................................................................................................................... 100.0 104.7 143.3 104.3 99.8 $ $ Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Incurred Claims 2017 $ 99.7 $ 104.3 143.5 181.6 203.6 732.7 (0.1) (0.5) (0.4) (2.3) 6.3 36,174 38,048 42,897 50,533 55,303 Cumulative Paid Losses and Allocated LAE, Net of Reinsurance and Indemnification For the Years Ended December 31, 2016 (Unaudited) 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) $ $ 100.2 Accident Year 2013 ............. $ 93.4 2014 ....................................... 97.1 105.9 2015................................................................. 130.0 2016........................................................................................... 167.4 2017..................................................................................................................... Total..................................................................................................................... Outstanding Loss and Allocated LAE Reserves on Accident Years before 105.1 143.8 99.7 99.9 $ $ 2013, Net of Reinsurance .............................................................................. Loss and Allocated LAE Reserves, Net of Reinsurance ..................................... $ 2017 99.8 105.1 143.2 183.3 185.2 716.6 (0.1) 16.0 a 1 Table retrospectively includes Alliance United presented. ’s historical incurred and paid accident year claim information for all periods 95 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) Homeowners Insurance DOLLARS IN MILLIONS, EXCEPT CUMULATIVE INCURRED CLAIMS , As of December 31, 2017 Incurred Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) 2016 (Unaudited) $ $ 172.8 Accident Year 2013 ............. 180.8 2014 ....................................... 211.1 2015................................................................. 178.9 2016........................................................................................... 200.3 2017 .................................................................................................................... Total .................................................................................................................... 169.4 208.5 164.9 167.5 205.0 $ $ Total of IBNR Liabilities Plus Expected Development on Reported Claims Cumulative Number of Incurred Claims 2017 $ 167.8 $ (0.1) — (1.2) (0.7) 17.3 21,974 22,442 17,444 17,896 17,011 Cumulative Paid Losses and Allocated LAE, Net of Reinsurance For the Years Ended December 31, 2013 (Unaudited) 2014 (Unaudited) 2015 (Unaudited) 2016 (Unaudited) $ $ 156.5 162.5 Accident Year 2013 ............. $ 122.4 2014 ....................................... 149.2 2015................................................................. 116.9 2016........................................................................................... 141.2 2017 .................................................................................................................... Total .................................................................................................................... Outstanding Loss and Allocated LAE Reserves on Accident Years before 194.4 154.4 164.7 200.1 $ $ 2013, Net of Reinsurance .............................................................................. Loss and Allocated LAE Reserves, Net of Reinsurance..................................... $ 204.8 163.2 201.7 261.2 998.7 2017 165.6 202.8 158.0 190.1 165.8 882.3 3.7 120.1 The claim counts in the preceding tables are cumulative incurred claim counts as of December 31, 2017 and are equal to both (i) reported claims minus claims closed without payment as well as (ii) open claims plus claims closed with payment. As such, the difference between these claim counts and final claim counts once all claims have been identified and settled will tend to be higher in recent accident years, particularly the most recent accident year, due to claims closed without payment. Certain product lines, particularly the Company’s non-standard personal automobile insurance, tend to have a higher percentage of claims closed without payment. The Company's claims are counted at the feature level. As such, each claimant and each coverage is counted separately. For example, if for one occurrence, the Company's policyholder is at fault for damage to his/her own vehicle, another party's vehicle and three injured parties, there may be five features—three for bodily injury liability, one for property damage liability and one for first-party collision coverage. There may also be another feature for first-party medical payments. 96 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) The following table reconciles the net incurred and paid claims development tables presented above to the Company's liability for Property and Casualty Insurance Reserves included in the Consolidated Balance Sheet at December 31, 2017. DOLLARS IN MILLIONS Property and Casualty Insurance Reserves, Net of Reinsurance: Preferred Personal Automobile Insurance—Liability .............................................................................................. Preferred Personal Automobile Insurance—Physical Damage................................................................................ Non-standard Personal Automobile Insurance—Liability ....................................................................................... Non-standard Personal Automobile Insurance—Physical Damage ......................................................................... Homeowners Insurance ............................................................................................................................................ Other......................................................................................................................................................................... Total............................................................................................................................................................................... Reinsurance Recoverables on Unpaid Losses and Allocated LAE: Preferred Personal Automobile Insurance—Liability .............................................................................................. Preferred Personal Automobile Insurance—Physical Damage................................................................................ Non-standard Personal Automobile Insurance—Liability ....................................................................................... Non-standard Personal Automobile Insurance—Physical Damage ......................................................................... Homeowners Insurance ............................................................................................................................................ Other......................................................................................................................................................................... Total............................................................................................................................................................................... Insurance Lines other than Short-duration.................................................................................................................... Unallocated LAE........................................................................................................................................................... Property and Casualty Insurance Reserves, Gross of Reinsurance and Indemnification ............................................. 2017 $ 229.9 4.1 392.3 16.0 120.1 120.9 883.3 32.5 0.1 0.4 — 11.3 8.8 53.1 — 80.4 $ 1,016.8 The following is supplementary information about average historical claims duration as of December 31, 2017. Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance and Indemnification (Unaudited) Years Preferred Personal Automobile Insurance—Liability.................................. Preferred Personal Automobile Insurance—Physical Damage.................... Non-standard Personal Automobile Insurance—Liability........................... Non-standard Personal Automobile Insurance—Physical Damage............. Homeowners Insurance................................................................................ 1 2 3 4 5 39.5% 69.5% 84.2% 92.9% 96.1% 98.5% 100.3% 100.1% 100.1% 100.1% 42.7% 80.5% 93.5% 97.6% 99.4% 92.1% 100.8% 100.3% 100.4% 100.1% 70.2% 94.3% 97.1% 98.6% 98.7% 97 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) Property and Casualty Insurance Reserve activity for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Beginning Property and Casualty Insurance Reserves: 2017 2016 2015 Gross of Reinsurance and Indemnification at Beginning of Year..................................... Less Reinsurance Recoverables and Indemnification at Beginning of Year..................... $ $ 931.4 50.2 862.8 52.0 $ 733.9 54.9 Property and Casualty Insurance Reserves, Net of Reinsurance and Indemnification at Beginning of Year............................................................................................................. Property and Casualty Insurance Reserves Acquired, Net of Reinsurance and Indemnification................................................................................................................. 881.2 810.8 679.0 — — 125.4 Incurred Losses and LAE related to: Current Year: Continuing Operations ................................................................................................. 1,454.1 1,358.6 1,123.3 Prior Years: Continuing Operations ................................................................................................. Discontinued Operations .............................................................................................. Total Incurred Losses and LAE related to Prior Years...................................................... Total Incurred Losses and LAE ............................................................................................. Paid Losses and LAE related to: 20.4 (1.5) 18.9 1,473.0 (14.4) (6.3) (20.7) 1,337.9 (11.5) (8.6) (20.1) 1,103.2 Current Year: Continuing Operations ................................................................................................. 868.1 831.0 723.2 Prior Years: Continuing Operations ................................................................................................. Discontinued Operations .............................................................................................. Total Paid Losses and LAE related to Prior Years ............................................................ Total Paid Losses and LAE.................................................................................................... Property and Casualty Insurance Reserves, Net of Reinsurance and Indemnification at End of Year ....................................................................................................................... Plus Reinsurance and Indemnification Recoverables at End of Year .................................... Property and Casualty Insurance Reserves, Gross of Reinsurance and Indemnification at End of Year ..................................................................................................................... 518.5 3.9 522.4 1,390.5 963.7 53.1 431.9 4.6 436.5 1,267.5 881.2 50.2 366.2 7.4 373.6 1,096.8 810.8 52.0 $ 1,016.8 $ 931.4 $ 862.8 Property and Casualty Insurance Reserves are estimated based on historical experience patterns and current economic trends. Actual loss experience and loss trends are likely to differ from these historical experience patterns and economic conditions. Loss experience and loss trends emerge over several years from the dates of loss inception. The Company monitors such emerging loss trends on a quarterly basis. Changes in such estimates are included in the Consolidated Statements of Income in the period of change. In 2017, the Company increased its property and casualty insurance reserves by $18.9 million to recognize adverse development of loss and LAE reserves from prior accident years. Personal lines insurance loss and LAE reserves developed adversely by $19.5 million, and commercial lines insurance loss and LAE reserves developed favorably by $0.6 million. Personal automobile insurance loss and LAE reserves developed adversely by $22.2 million due primarily to the emergence of loss patterns that were worse than expected for both physical damage and liability insurance for the 2016 accident year and, to a lesser extent, for liability insurance for the 2015 and 2014 accident years, partially offset by the emergence of more favorable loss patterns than expected for the 2013 and prior accident years. Homeowners insurance loss and LAE reserves developed adversely by $1.0 million due primarily to the emergence of non-catastrophe loss patterns that were worse than expected for the 2016 accident year, and to a lesser extent, the 2013 and prior accident years, partially offset by $3.7 million of favorable development on catastrophes primarily for the 2016 accident year and, to a lesser extent, the 2015 accident year. Other personal lines loss and LAE reserves developed favorably by $3.7 million due primarily to the emergence of more favorable loss patterns than expected for the 2015, 2014, 2013 and prior accident years, partially offset by the emergence of loss patterns that were worse than expected for the 2016 accident year. Commercial lines insurance loss and LAE reserves included adverse 98 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 6. PROPERTY AND CASUALTY INSURANCE RESERVES (Continued) development of $0.9 million from continuing operations and favorable development of $1.5 million from discontinued operations. In 2016, the Company reduced its property and casualty insurance reserves by $20.7 million to recognize favorable development of losses and LAE from prior accident years. Personal lines insurance loss and LAE reserves developed favorably by $16.8 million, and commercial lines insurance loss and LAE reserves developed favorably by $3.9 million. Personal automobile insurance loss and LAE reserves developed adversely by $11.3 million due primarily to the emergence of loss patterns that were worse than expected for liability insurance for the 2015 and 2014 accident years and, to a lesser extent, the 2013 and 2012 accident years. Homeowners insurance loss and LAE reserves developed favorably by $20.0 million due primarily to $16.8 million of favorable development on catastrophes primarily for the 2015 accident year and, to a lesser extent, the 2014 accident year. Other personal lines loss and LAE reserves developed favorably by $8.1 million due primarily to the emergence of more favorable loss patterns than expected for the 2015, 2014, 2013 and 2012 accident years. Commercial lines insurance loss and LAE reserves included adverse development of $2.4 million from continuing operations and favorable development of $6.3 million from discontinued operations. In 2015, the Company reduced its property and casualty insurance reserves by $20.1 million to recognize favorable development of losses and LAE from prior accident years, including the impact of adverse development of $7.7 million, net of estimated indemnification recoveries, related to Alliance United for periods prior to the date of its acquisition. Personal lines insurance loss and LAE reserves developed favorably by $13.3 million and commercial lines insurance loss and LAE reserves developed favorably by $6.8 million. Personal automobile insurance loss and LAE reserves developed favorably by $1.8 million, net of the adverse development related to Alliance United, homeowners insurance loss and LAE reserves developed favorably by $10.8 million, and other personal lines loss and LAE reserves developed favorably by $0.7 million. Excluding the adverse development related to Alliance United for periods prior to the date of its acquisition, personal lines insurance losses and LAE reserves developed favorably by $21.0 million due primarily to the emergence of more favorable loss patterns than expected for the 2013, 2012 and 2011 accident years. Commercial lines insurance loss and LAE reserves included adverse development of $1.8 million from continuing operations and favorable development of $8.6 million from discontinued operations. The Company cannot predict whether loss and LAE reserves will develop favorably or unfavorably from the amounts reported in the Consolidated Financial Statements. The Company believes that any such development will not have a material effect on the Company’s consolidated financial position, but could have a material effect on the Company’s consolidated financial results for a given period. Reinsurance and indemnification recoverables on property and casualty insurance reserves were $53.1 million and $50.2 million at December 31, 2017 and 2016, respectively. These recoverables are concentrated with several reinsurers, the vast majority of which are highly rated by one or more of the principal investor and/or insurance company rating agencies. While most of these recoverables were unsecured at December 31, 2017 and 2016, the agreements with the reinsurers generally provide for some form of collateralization upon the occurrence of certain events. NOTE 7. DEBT The Company designates debt obligations as either short-term or long-term based on maturity date at issuance. Total amortized cost of Long-term Debt, Current and Non-current, outstanding at December 31, 2017 and 2016 was: DOLLARS IN MILLIONS Senior Notes: 2017 2016 6.00% Senior Notes due May 15, 2017 ................................................................................................ 4.35% Senior Notes due February 15, 2025 ......................................................................................... 7.375% Subordinated Debentures due February 27, 2054 ........................................................................ Total Long-term Debt, Current and Non-current, Outstanding ................................................................. $ $ — $ 448.1 144.2 592.3 $ 359.8 247.7 144.1 751.6 There were no outstanding borrowings at either December 31, 2017 or December 31, 2016 under Kemper’s $225.0 million, unsecured, revolving credit agreement which expires June 2, 2020. 99 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 7. DEBT (Continued) Kemper’s subsidiaries, Trinity Universal Insurance Company (“Trinity”) and United Insurance Company of America (“United Insurance”), are members of the Federal Home Loan Bank (“FHLB”) of Dallas and Chicago, respectively. There were no advances from the FHLB of Dallas or Chicago outstanding at either December 31, 2017 or December 31, 2016. The Company has $450.0 million of 4.35% senior notes due February 15, 2025 (the “2025 Senior Notes”) outstanding as of December 31, 2017. The Company initially issued $250 million of the 2025 Senior Notes in February of 2015, with proceeds from the issuance of $247.3 million, net of discount and transaction costs, for an effective yield of 4.49%. Kemper used the net proceeds from the sale, together with available cash, to redeem in full the $250.0 million outstanding principal amount of its 6.00% senior notes due November 30, 2015. Kemper recognized a loss of $9.1 million before income taxes in 2015 from the early redemption of these senior notes. In June of 2017, Kemper issued an additional $200 million of the 2025 Senior Notes. The proceeds of the additional issuance were $200.2 million, net of discount and transaction costs, for an effective yield of 4.16%. The additional notes are fungible with the initial notes issued in 2015, and together are treated as part of a single series for all purposes under the indenture governing the 2025 Senior Notes. Kemper used the net proceeds from the additional issuance for general corporate purposes. The 2025 Senior Notes are unsecured and may be redeemed in whole at any time or in part from time to time at Kemper’s option at specified redemption prices. During the fourth quarter of 2016, in anticipation of a debt issuance in 2017 and for risk management purposes, the Company entered into a derivative transaction to hedge the risk of changes in the debt cash flows attributable to changes in the benchmark U.S. Treasury interest rate during the period leading up to the probable debt issuance (“Treasury Lock”). The Treasury Lock was formally designated as a cash flow hedge at inception and qualified for hedge accounting treatment. In the second quarter of 2017, the Company de-designated a portion of the cash flow hedge because the anticipated principal issuance was less than the notional amount of the Treasury Lock and recorded a pre-tax charge of $1.1 million in Other Expenses. The effective portion of the loss on the derivative instrument upon discontinuance was $4.5 million before taxes, and is reported as a component of Accumulated Other Comprehensive Income. Beginning with the additional issuance of the 2025 Senior Notes described in the preceding paragraph, such loss is being amortized into earnings and reported in Interest Expense in the same periods that the hedged items affect earnings. Amortization, reported in Interest Expense, was $0.2 million for the year ended December 31, 2017. The Company expects to reclassify $0.4 million of net losses on derivative instruments from AOCI to earnings for the twelve months ended December 31, 2018 as interest expense on the debt is recognized. The Treasury Lock was in a gain position of $1.6 million at December 31, 2016 and, accordingly, such gain was included in Other Assets in the Consolidated Balance Sheet at such date. Interest Expense, including facility fees, accretion of discount and amortization of issuance costs, was $34.9 million, $44.4 million and $46.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. Interest paid, including facility fees, was $34.7 million, $44.2 million and $44.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. NOTE 8. LEASES The Company leases certain office space under non-cancelable operating leases, with initial terms typically ranging from one to ten years, along with options that permit renewals for additional periods. The Company also leases certain equipment under non-cancelable operating leases, with initial terms typically ranging from one to five years. Minimum rent is expensed on a straight-line basis over the term of the lease. ff Net rental expense for operating leases for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Minimum Rental Expense ..................................................................................................... $ Less Sublease Rental Income ................................................................................................ Net Rental Expense ............................................................................................................... $ 2017 2016 2015 20.5 (1.6) 18.9 $ $ 21.2 (1.6) 19.6 $ $ 20.7 (1.7) 19.0 100 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 8. LEASES (Continued) Future minimum lease payments under capital and operating leases at December 31, 2017 were: DOLLARS IN MILLIONS 2018........................................................................................................................................................... 2019........................................................................................................................................................... 2020........................................................................................................................................................... 2021........................................................................................................................................................... 2022........................................................................................................................................................... 2023 and Thereafter .................................................................................................................................. Total Future Payments............................................................................................................................... Less Imputed Interest ................................................................................................................................ Present Value of Minimum Capital Lease Payments ................................................................................ $ $ $ Capital Leases Operating Leases 15.3 12.8 10.6 8.7 7.1 9.0 63.5 $ $ 0.1 — — — — — 0.1 — 0.1 The total of minimum rentals to be received in the future under non-cancelable subleases was $0.4 million at December 31, 2017. NOTE 9. SHAREHOLDERS’ EQUITY Kemper is authorized to issue 20 million shares of $0.10 par value preferred stock and 100 million shares of $0.10 par value common stock. No preferred shares were issued or outstanding at December 31, 2017 and 2016. There were 51,462,405 shares and 51,270,940 shares of common stock outstanding at December 31, 2017 and 2016, respectively. There were no shares of outstanding common stock at December 31, 2017, that had been issued subject to vesting or other requirements, in connection with the Company’s long-term equity compensation plans, compared to 16,000 shares at December 31, 2016. See Note 10, “Long-Term Equity-based Compensation,” to the Consolidated Financial Statements for a discussion of the restrictions and vesting provisions. Kemper did not repurchase any of its common stock in open market transactions in 2017. Kemper repurchased and retired 0.1 million shares of its common stock in open market transactions at an aggregate cost of $3.8 million in 2016. Kemper repurchased and retired 1.2 million shares of its common stock in open market transactions at an aggregate cost of $43.5 million in 2015. ff Various state insurance laws restrict the amount that an insurance subsidiary may pay in the form of dividends, loans or advances without the prior approval of regulatory authorities. Also, that portion of an insurance subsidiary’s net equity which results from differences between statutory insurance accounting loans or advances. Kemper’s insurance subsidiaries paid dividends of $108.1 million to Kemper in 2017. In 2018, Kemper’s insurance subsidiaries would be able to pay $201 million in dividends to Kemper without prior regulatory approval. Kemper’s insurance subsidiaries had net assets of $2.4 billion, determined in accordance with GAAP, that were restricted from payment to Kemper without prior regulatory approval at December 31, 2017. practices and GAAP would not be available for cash dividends, Kemper’s insurance subsidiaries are required to file financial statements prepared on the basis of statutory insurance accounting practices, a comprehensive basis of accounting other than GAAP. Statutory capital and surplus for the Company’s life and health insurance subsidiaries was $414.3 million and $403.7 million at December 31, 2017 and 2016, respectively. Statutory net income for the Company’s life and health insurance subsidiaries was $84.1 million, $29.7 million and $62.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Statutory capital and surplus for the Company’s property and casualty insurance subsidiaries was $855.3 million and $928.9 million at December 31, 2017 and 2016, respectively. Statutory net income for the Company’s property and casualty insurance subsidiaries was $56.9 million, $1.4 million and $58.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. Statutory capital and surplus and statutory net income exclude parent company operations. Kemper’s insurance subsidiaries are also required to hold minimum levels of statutory capital and surplus to satisfy regulatory requirements. The minimum statutory capital and surplus, or company action level RBC, necessary to satisfy regulatory requirements for the Company’s life and health insurance subsidiaries collectively was $120.9 million at December 31, 2017. The minimum statutory capital and surplus necessary to satisfy regulatory requirements for the Company’s property and casualty insurance subsidiaries collectively was $340.5 million at December 31, 2017. Company action level RBC is the level at which a company is required to file a corrective action plan with its regulators and is equal to 200% of the authorized control level RBC. 101 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 9. SHAREHOLDERS’ EQUITY (Continued) In 2017, Kemper paid dividends of $49.5 million to its shareholders. Except for certain financial covenants under Kemper’s credit agreement or during any period in which Kemper elects to defer interest payments, there are no restrictions on Kemper’s ability to pay dividends to its shareholders. Certain financial covenants, namely minimum net worth and a maximum debt to total capitalization ratio, under Kemper’s credit agreement could limit the amount of dividends that Kemper may pay to shareholders at December 31, 2017. Kemper had the ability to pay without restrictions $326 million in dividends to its shareholders and still be in compliance with all financial covenants under its credit agreement at December 31, 2017. NOTE 10. LONG-TERM EQUITY-BASED COMPENSATION On May 4, 2011, Kemper’s shareholders approved the 2011 Omnibus Equity Plan (“Omnibus Plan”). The Omnibus Plan replaced the Company’s previous employee stock option plans, director stock option plan and restricted stock plan (collectively, the “Prior Plans”). Awards previously granted under the Prior Plans remain outstanding in accordance with their original terms. Beginning May 4, 2011, equity-based compensation awards may only be granted under the Omnibus Plan. A maximum number of 10,000,000 shares of Kemper common stock may be issued under the Omnibus Plan (the “Share Authorization”). As of December 31, 2017, there were 6,338,224 common shares available for future grants under the Omnibus Plan, of which 677,949 shares were reserved for future grants based on the performance results under the terms of outstanding performance- based stock unit awards. The design of the Omnibus Plan provides for fungible use of shares to determine the number of shares available for future grants, with a fungible conversion factor of three to one, such that the Share Authorization will be reduced at two different rates, depending on the type of award granted. Each share of Kemper common stock issuable upon the exercise of stock options or stock appreciation rights will reduce the number of shares available for future grant under the Share Authorization by one share, while each share of Kemper common stock issued pursuant to “full value awards” will reduce the number of shares available for future grant under the Share Authorization by three shares. “Full value awards” are awards, other than stock options or stock appreciation rights, that are settled by the issuance of shares of Kemper common stock and include time-based restricted stock awards and time-based restricted stock units (collectively “RSUs”), performance-based restricted stock units (“PSUs”) and deferred stock units (“DSUs”). Outstanding equity-based compensation awards at December 31, 2017 consisted of tandem stock option and stock appreciation rights (“Tandem Awards”), RSUs, PSUs and DSUs. RSUs, PSUs and DSUs give the recipient the right to receive one share of Kemper common stock for each RSU, PSU or DSU issued. Recipients of RSUs, PSUs and DSUs receive full dividend equivalents on the same basis as all other outstanding shares of Kemper common stock, but do not receive voting rights until such shares are issued. Except as described below for equity-based compensation awards granted to each member of the Board of Directors who is not employed by the Company (“Non-employee Directors”), all outstanding awards are subject to forfeiture until certain restrictions have lapsed. For awards subject to a performance condition, the Company recognizes compensation expense based upon the probable outcome of the performance condition, which on the grant date reflects an estimate of attaining 100% of the performance units granted. The estimate is revised if the actual number of PSUs expected to vest is likely to differ from the previous estimate. Compensation expense for awards is recognized on a straight-line basis over the requisite service period. For equity-based compensation awards with a graded vesting schedule, the Company recognizes compensation expense on a straight-line basis over the requisite service period for each separately-vesting portion of the awards as if each award were, in substance, multiple awards. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations. Equity-based compensation expense was $9.4 million, $4.7 million and $6.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. Total unamortized compensation expense related to nonvested awards at December 31, 2017 was $9.4 million, which is expected to be recognized over a weighted-average period of 1.4 years. The Compensation Committee of the Board of Directors, or the Board’s authorized designee, has sole discretion to determine the persons to whom awards under the Omnibus Plan are granted, and the material terms of the awards. For Tandem Awards, material terms include the number of shares covered by such awards and the exercise price, vesting and expiration dates of such awards. Tandem Awards are non-transferable. The exercise price of Tandem Awards is the fair value of Kemper’s common stock on the date of grant. Tandem Awards and RSU awards granted to employees generally vest in four equal annual installments over a period of 3.5 years, with the Tandem Awards expiring ten years from the date of grant. Employee PSU awards generally vest over a period of three years, subject to performance results and other restrictions. 102 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 10. LONG-TERM EQUITY-BASED COMPENSATION (Continued) Under the Non-employee Director compensation programs in effect for 2017 and 2016, each non-employee director received an annual DSU award covering shares of Kemper common stock with an aggregate grant date fair value of $110,000 and $75,000, respectively, at the conclusion of each annual shareholder meeting. Under the Non-employee Director compensation programs in effect for 2015, annual awards to each Non-employee Director included 500 DSUs and stock options, as described below. The DSUs granted to Non-employee Directors are fully vested on the date of grant. Conversion of the DSUs into shares of Kemper’s common stock is deferred until the date a director’s board service terminates. In addition to the annual DSU awards under the Non-employee Director compensation programs in effect for 2015, each Non- employee Director received an initial option award to purchase 4,000 shares of Kemper common stock immediately upon becoming a director, and in addition, received an annual option award to purchase 4,000 shares of common stock on the date of each annual meeting of Kemper’s shareholders. Grants of such option awards were fully vested and exercisable on the date of grant at an exercise price equal to the fair value of Kemper’s common stock on the date of grant and expire ten years from the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of each Tandem Award on the date of grant. The expected terms of Tandem Awards are developed by considering the Company’s historical Tandem Award exercise experience, demographic profiles, historical share retention practices of employees and assumptions about their propensity for early exercise in the future. Expected volatility is estimated using weekly historical volatility. The Company believes that historical volatility is currently the best estimate of expected volatility. The dividend yield in 2017, 2016 and 2015 was calculated by taking the natural logarithm of the annualized yield divided by the Kemper common stock price on the date of grant. The risk-free interest rate was the yield on the grant date of U.S. Treasury zero coupon issues with a maturity comparable to the expected term of the option. The assumptions used in the Black-Scholes pricing model for Tandem Awards granted during the years ended December 31, 2017, 2016 and 2015 are presented below. 2017 2016 2015 RANGE OF VALUATION ASSUMPTIONS Expected Volatility ..................................................... Risk-free Interest Rate................................................ Expected Dividend Yield............................................ WEIGHTED-AVERAGE EXPECTED LIFE IN YEARS Employee Grants ........................................................ Director Grants ........................................................... 26.17% - - - 1.59 1.39 30.39% 25.85% - 2.25 - 2.43 - 0.77 2.22 42.19% 21.31% - - - 1.08 2.37 2.01 3.41 41.65% 1.96 2.62 4 - 6.5 N/A 1 - 6.5 N/A 4 - 7 5.5 Tandem Award activity for the year ended December 31, 2017 is presented below. Outstanding at Beginning of the Year........................................ Granted....................................................................................... Exercised.................................................................................... Forfeited or Expired................................................................... Outstanding at December 31, 2017............................................ Vested and Expected to Vest at December 31, 2017.................. Exercisable at December 31, 2017............................................. Shares Subject to Awards 1,306,123 444,339 (377,811) (360,372) 1,012,279 959,899 470,946 Weighted- average Exercise Price Per Share ($) 36.35 $ 43.72 35.60 43.14 37.45 37.40 35.49 $ $ Weighted- average Remaining Contractual Life (in Years) Aggregate Intrinsic Value ($ In Millions) 7.85 7.81 6.92 $ $ $ 31.8 30.2 15.7 The weighted-average grant-date fair values of Tandem Awards granted during 2017, 2016 and 2015 were $8.89, $5.17 and $7.85, respectively. Total intrinsic value of Tandem Awards exercised was $4.9 million, $2.0 million and $4.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. Cash received from exercises of Tandem Awards was $4.0 million, $3.5 million and $3.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. Total tax benefit realized for tax deductions from exercises of Tandem Awards was $1.7 million, $0.7 million and $1.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. 103 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 10. LONG-TERM EQUITY-BASED COMPENSATION (Continued) Information pertaining to Tandem Awards outstanding at December 31, 2017 is presented below. Range of Exercise Prices ($) - 15.00 $ 20.00 $ 20.01 25.01 30.01 35.01 40.01 45.01 50.01 55.01 60.01 65.01 15.00 - - - - - - - - - - 25.00 30.00 35.00 40.00 45.00 50.00 55.00 60.00 65.00 70.00 70.00 Outstanding Weighted- average Exercise Price Per Share ($) 16.48 $ Weighted- average Remaining Contractual Life (in Years) 1.35 22.33 27.82 31.84 37.40 42.58 — 54.50 — 64.30 68.65 37.45 1.94 7.36 6.90 7.03 8.70 0.00 9.76 0.00 9.84 9.92 7.85 Shares Subject to Awards 4,000 2,000 205,469 124,127 198,515 463,637 — 734 — 6,221 7,576 1,012,279 Exercisable Shares Subject to Awards 4,000 2,000 108,813 83,141 124,428 148,564 — — — — — 470,946 Weighted- average Exercise Price Per Share ($) 16.48 $ 22.33 27.92 32.03 37.20 42.24 — — — — — 35.49 The grant-date fair values of RSUs, both time-based restricted stock awards and time-based restricted stock units, are determined using the closing price of Kemper common stock on the date of grant. Activity related to nonvested RSUs for the year ended December 31, 2017 is presented below. Time-based Restricted Stock Awards Time-based Restricted Stock Unit Awards Weighted- average Grant-date Fair Value Per Share Number of Shares Nonvested Balance at Beginning of the Year ........................................... Granted ..................................................................................................... Vested........................................................................................................ Forfeited.................................................................................................... Nonvested Balance at December 31, 2017 ............................................... $ 16,000 — (14,000) (2,000) — $ 34.69 — 34.13 38.59 — Number of Restricted Stock Units 158,361 84,331 (57,016) (55,429) 130,247 Weighted- average Grant-date Fair Value Per Unit $ $ 33.56 44.70 33.65 34.46 40.34 The initial number of PSUs awarded to each participant represents the number of Kemper common shares that would vest and be issued if the performance level attained were to be at the “target” performance level. For performance above the target level, each participant would receive a grant of additional shares of stock up to a maximum of 100% of the initial number of PSUs awarded to the participant. The final payout of these awards, and any forfeitures of PSUs for performance below the “target” performance level, will be determined based on the Company’s performance. If, at the end of the applicable performance period, the Company’s performance: • • • exceeds the “target” performance level, all of the PSUs will vest and additional shares of stock will be issued to the award recipient; is below the “target” performance level, but at or above a “minimum” performance level, only a portion of the PSUs originally issued to the award recipient will vest; or is below a “minimum” performance level, none of the PSUs originally issued to the award recipient will vest. 104 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 10. LONG-TERM EQUITY-BASED COMPENSATION (Continued) Activity related to nonvested PSU awards for the year ended December 31, 2017 is presented below. Nonvested Balance at Beginning of the Year ........................................................................................ Granted .................................................................................................................................................. Forfeited ................................................................................................................................................ Nonvested Balance at December 31, 2017............................................................................................ PSU Awards Weighted- average Grant-date Fair Value Per PSU $ $ 34.55 44.32 38.96 36.90 Number of PSUs 227,584 100,620 (102,221) 225,983 The number of additional shares that would be granted if the Company were to meet or exceed the maximum performance levels related to the outstanding PSU awards for the 2017, 2016 and 2015 three-year performance periods was 84,383 common shares, 107,638 common shares and 33,962 common shares, respectively, (as “full value awards,” the equivalent of 253,149 shares, 322,914 shares, and 101,886 shares, respectively, under the Share Authorization) at December 31, 2017. For the 2014 and 2013 three-year performance periods, the Company’s performance level was below the minimum performance level, and all of the related 43,207 shares and 51,400 shares, respectively, of PSUs were forfeited on February 4, 2017 and February 4, 2016, the three-year anniversary of their grant date. The grant date fair values of the PSU awards with a market performance condition are determined using the Monte Carlo simulation method. The Monte Carlo simulation model produces a risk-neutral simulation of the daily returns on the common stock of Kemper and each of the other companies included in the peer group. Returns generated by the simulation depend on the risk-free interest rate used and the volatilities of, and the correlation between, these stocks. The model simulates stock prices and dividend payouts to the end of the three-year performance period. Total shareholder returns are generated for each of these stocks based on the simulated prices and dividend payouts. The total shareholder returns are then ranked, and Kemper’s simulated ranking is converted to a payout percentage based on the terms of the PSU awards. The payout percentage is applied to the simulated stock price at the end of the performance period, reinvested dividends are added back, and the total is discounted to the valuation date at the risk-free rate. This process is repeated approximately ten thousand times, and the grant date fair value is equal to the average of the results from these trials. ff Fifty percent of the PSU awards granted to employees and officers in 2017 and 2016 are measured using a market performance condition. All of the PSU awards granted to employees and officers in 2015 are measured using a market performance condition. Fair value for these awards was estimated using the Monte Carlo simulation method described above. Final payout for these awards, and any forfeitures of units for performance below the “target” performance level, will be based on Kemper’s total shareholder return, relative to a peer group comprised of all the companies in the S&P Supercomposite Insurance Index, over a three-year performance period. The three-year performance periods for the 2017, 2016 and 2015 awards end on January 31, 2020, February 28, 2019, and December 31, 2017, respectively. Compensation cost for these awards is recognized ratably over the requisite service period. In the event that the market performance condition is not satisfied, previously recognized compensation cost would not reverse, but it would reverse if the requisite service period is not met. Fifty percent of the PSU awards granted to employees and officers in 2017 and 2016 are measured solely using a Company- specific metric. Final payout for these awards, and any forfeitures of shares for performance below the “target” performance level, will be determined based on Kemper’s adjusted return on equity over a three-year performance period. The three-year performance periods for the 2017 and 2016 awards end on December 31, 2019 and December 31, 2018, respectively. Fair value for these awards was determined using the closing price of Kemper common stock on the date of grant. Accruals of compensation cost for these awards are estimated based on the probable outcome of the performance condition. The total fair value of RSUs and PSUs that vested during the year ended December 31, 2017 was $3.2 million. The tax benefits for tax deductions realized from such awards was $1.1 million. The total fair value of RSUs and PSUs that vested during the year ended December 31, 2016 was $1.3 million. The tax benefits for tax deductions realized from such awards was $0.5 million. The total fair value of RSUs and PSUs that vested during the year ended December 31, 2015 was $1.4 million. The tax benefits for tax deductions realized from such awards was $0.5 million. 105 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 10. LONG-TERM EQUITY-BASED COMPENSATION (Continued) The grant-date fair values of DSU awards granted to Non-employee Directors are determined using the closing price of Kemper common stock on the date of grant. The total fair value of DSUs that vested during the years ended December 31, 2017, 2016 and 2015 was $0.9 million, $0.5 million and $0.1 million, respectively. Activity related to DSU awards for the year ended December 31, 2017 is presented below. Vested Balance at Beginning of the Year............................................................................................. Granted and Vested .............................................................................................................................. Vested Balance at December 31, 2017................................................................................................. NOTE 11. INCOME FROM CONTINUING OPERATIONS PER UNRESTRICTED SHARE Weighted- average Grant-date Fair Value Per DSU $ $ 32.68 38.20 35.54 Number of DSUs 21,520 23,040 44,560 The Company’s awards of restricted stock contain rights to receive non-forfeitable dividends and participate in the undistributed earnings with common shareholders. The Company’s awards of RSUs, PSUs and DSUs contain rights to receive non-forfeitable dividend equivalents and participate in the undistributed earnings with common shareholders. Accordingly, the Company is required to apply the two-class method of computing basic and diluted earnings per share. A reconciliation of the numerator and denominator used in the calculation of Basic Income from Continuing Operations Per Unrestricted Share and Diluted Income from Continuing Operations Per Unrestricted Share for the years ended December 31, 2017, 2016 and 2015 is presented below. 2017 2016 2015 DOLLARS IN MILLIONS Income from Continuing Operations ..................................................................................... $ Less Income (Loss) from Continuing Operations Attributed to Participating Awards.......... Income from Continuing Operations Attributed to Unrestricted Shares ............................... Dilutive Effect on Income of Equity-based Compensation Equivalent Shares ..................... Diluted Income from Continuing Operations Attributed to Unrestricted Shares .................. $ 119.9 $ 0.8 119.1 — 119.1 $ 12.7 (0.2) 12.9 — 80.2 0.4 79.8 — $ 12.9 $ 79.8 SHARES IN THOUSANDS Weighted-average Unrestricted Shares Outstanding.............................................................. Equity-based Compensation Equivalent Shares .................................................................... Weighted-average Unrestricted Shares and Equivalent Shares Outstanding Assuming Dilution............................................................................................................................... 51,345.6 51,156.1 51,606.9 232.3 58.6 76.6 51,577.9 51,214.7 51,683.5 PER UNRESTRICTED SHARE IN WHOLE DOLLARS Basic Income from Continuing Operations Per Unrestricted Share ...................................... $ $ Diluted Income from Continuing Operations Per Unrestricted Share ................................... 2.32 2.31 $ $ 0.25 0.25 $ $ 1.55 1.55 The number of shares of Kemper common stock that were excluded from the calculations of Equity-based Compensation Equivalent Shares and Weighted-average Unrestricted Shares and Equivalent Shares Outstanding Assuming Dilution for the years ended December 31, 2017, 2016 and 2015 because the exercise prices for the options exceeded the average market price is presented below. SHARES IN THOUSANDS Equity-based Compensation Equivalent Shares .................................................................... Weighted-average Unrestricted Shares and Equivalent Shares Outstanding Assuming Dilution............................................................................................................................... 2017 346.6 2016 959.9 2015 959.7 346.6 959.9 959.7 106 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 12. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME The components of Other Comprehensive Income (Loss) Before Income Taxes for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Other Comprehensive Income (Loss) Before Income Taxes: Unrealized Holding Gains (Losses) Arising During the Year Before Reclassification Adjustment .................................................................................................................... $ Reclassification Adjustment for Amounts Included in Net Income ................................. Unrealized Holding Gains (Losses).................................................................................. Foreign Currency Translation Adjustments Arising During the Year Before Reclassification Adjustment.......................................................................................... Reclassification Adjustment for Amounts Included in Net Income ................................. Foreign Currency Translation Adjustments...................................................................... Net Unrecognized Postretirement Benefit Costs Arising During the Year....................... Reclassification Adjustments for Amounts Included in Net Income: Curtailment Cost Recognized ...................................................................................... Amortization of Net Unrecognized Postretirement Benefit Costs............................... Total Reclassification Adjustments for Amounts Included in Net Income....................... Net Unrecognized Postretirement Benefit Costs .............................................................. Gains (Losses) on Cash Flow Hedges During the Year Before Reclassification Adjustment .................................................................................................................... Reclassification Adjustment for Amounts Included in Net Income ................................. Gain (Loss) on Cash Flow Hedges ................................................................................... Other Comprehensive Income (Loss) Before Income Taxes................................................. $ 2017 2016 2015 $ 119.1 (35.3) 83.8 (2.4) $ (151.9) (25.4) 0.2 (177.3) (2.2) 1.7 — 1.7 3.9 — (0.6) (0.6) 3.3 (8.0) 1.3 (6.7) 82.1 (0.3) — (0.3) 14.2 1.0 5.3 6.3 20.5 1.6 — 1.6 $ 19.6 (1.4) — (1.4) 3.0 — 23.1 23.1 26.1 — — — $ (152.6) 107 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 12. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued) The components of Other Comprehensive Income Tax Benefit (Expense) for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Income Tax Benefit (Expense): 2017 2016 2015 Unrealized Holding Gains and Losses Arising During the Year Before Reclassification Adjustment .................................................................................................................... $ Reclassification Adjustment for Amounts Included in Net Income.................................. Unrealized Holding Gains and Losses .............................................................................. Foreign Currency Translation Adjustments Arising During the Year Before Reclassification Adjustment .......................................................................................... Reclassification Adjustment for Amounts Included in Net Income.................................. Foreign Currency Translation Adjustment........................................................................ Net Unrecognized Postretirement Benefit Costs Arising During the Year ....................... Reclassification Adjustments for Amounts Included in Net Income: Curtailment Cost Recognized....................................................................................... Amortization of Net Unrecognized Postretirement Benefit Costs ............................... Total Reclassification Adjustments for Amounts Included in Net Income....................... Net Unrecognized Postretirement Benefit Costs .............................................................. Gains and Losses on Cash Flow Hedges During the Year Before Reclassification Adjustment .................................................................................................................... Reclassification Adjustment for Amounts Included in Net Income.................................. Gains and Losses on Cash Flow Hedges .......................................................................... Other Comprehensive Income Tax Benefit (Expense) .......................................................... $ (38.2) $ 12.3 (25.9) (0.6) — (0.6) (0.8) — 0.2 0.2 (0.6) $ 1.0 (0.1) 0.9 0.1 — 0.1 (5.0) (0.4) (1.9) (2.3) (7.3) 2.8 (0.4) 2.4 (24.7) $ (0.6) — (0.6) (6.9) $ 53.9 8.9 62.8 0.5 — 0.5 (1.1) — (8.0) (8.0) (9.1) — — — 54.2 The components of AOCI at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Net Unrealized Gains on Investments, Net of Income Taxes: 2017 2016 Available for Sale Fixed Maturities with Portion of OTTI Recognized in Earnings........................... Other Net Unrealized Gains on Investments........................................................................................ Foreign Currency Translation Adjustments, Net of Income Taxes ........................................................... Net Unrecognized Postretirement Benefit Costs, Net of Income Taxes ................................................... Gain (Loss) on Cash Flow Hedges, Net of Income Taxes ........................................................................ Accumulated Other Comprehensive Income ............................................................................................ $ $ 0.2 $ 0.1 269.5 0.2 (72.2) (3.3) 194.4 $ 211.7 (0.9) (74.9) 1.0 137.0 108 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 12. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued) Components of AOCI were reclassified to the following lines of the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015: DOLLARS IN MILLIONS Reclassification of AOCI from Net Unrealized Gains and Losses on Available For Sale 2017 2016 2015 Securities to: Net Realized Gains on Sales of Investments................................................................ $ Net Impairment Losses Recognized in Earnings ......................................................... Total Before Income Taxes........................................................................................... Income Tax Benefit (Expense)..................................................................................... Reclassification from AOCI, Net of Income Taxes...................................................... $ 49.6 (14.3) 35.3 (12.3) 23.0 $ 32.0 (32.2) (0.2) 0.1 (0.1) Reclassification of AOCI Unrecognized Postretirement Benefit Costs to: Interest and Other Expenses ......................................................................................... Income Tax Benefit (Expense) ..................................................................................... Reclassification from AOCI, Net of Income Taxes...................................................... Reclassification of AOCI from Loss on Cash Flow Hedges to: ............................................ Interest and Other Expenses ......................................................................................... Income Tax Benefit ...................................................................................................... Reclassification from AOCI, Net of Income Taxes...................................................... Total Reclassification from AOCI to Net Income.................................................................. $ 0.6 (0.2) 0.4 (1.3) 0.4 (0.9) 22.5 (6.3) 2.3 (4.0) — — — (4.1) $ $ 52.6 (27.2) 25.4 (8.9) 16.5 (23.1) 8.0 (15.1) — — — 1.4 NOTE 13. INCOME FROM INVESTMENTS Net Investment Income for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Investment Income (Loss): 2017 2016 2015 Interest and Dividends on Fixed Maturities ................................................................... $ 246.6 $ 242.7 $ 236.2 Dividends on Equity Securities Excluding Alternative Investments ............................. Alternative Investments: Equity Method Limited Liability Investments .......................................................... Fair Value Option Investments .................................................................................. Limited Liability Investments Included in Equity Securities.................................... Total Alternative Investments......................................................................................... Short-term Investments .................................................................................................. Loans to Policyholders ................................................................................................... Real Estate...................................................................................................................... Other............................................................................................................................... Total Investment Income ....................................................................................................... Investment Expenses: Real Estate...................................................................................................................... Other Investment Expenses ............................................................................................ Total Investment Expenses .................................................................................................... Net Investment Income.......................................................................................................... $ 9.3 11.8 14.8 24.8 1.3 28.6 54.7 1.6 21.6 10.7 0.5 345.0 10.5 7.3 17.8 327.2 $ 7.5 (1.9) 22.0 27.6 0.5 21.6 11.8 0.3 316.3 11.0 7.0 18.0 298.3 19.0 0.2 17.6 36.8 0.4 21.1 11.9 — 321.2 11.3 7.3 18.6 $ 302.6 109 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 13. INCOME FROM INVESTMENTS (Continued) Other Receivables includes accrued investment income of $72.8 million and $70.8 million at December 31, 2017 and 2016, respectively. The components of Net Realized Gains on Sales of Investments for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Fixed Maturities: 2017 2016 2015 Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. $ $ 8.4 (0.9) $ 17.0 (4.6) Equity Securities: Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. Real Estate: Gains on Sales................................................................................................................... Losses on Sales ................................................................................................................. Other Investments: Gains on Other Sales ........................................................................................................ Losses on Sales ................................................................................................................. Net Gains (Losses) on Trading Securities ........................................................................ Net Realized Gains on Sales of Investments......................................................................... Gross Gains on Sales ............................................................................................................. Gross Losses on Sales ........................................................................................................... Net Gains (Losses) on Trading Securities ............................................................................. Net Realized Gains on Sales of Investments......................................................................... 42.0 — 6.4 — 0.1 (0.1) 0.6 56.5 56.9 (1.0) 0.6 56.5 $ $ $ 19.9 (0.3) 1.1 — — (0.2) 0.2 33.1 38.0 (5.1) 0.2 33.1 $ $ $ $ $ $ 16.1 (1.1) 39.2 (1.6) — (0.2) — — (0.3) 52.1 55.3 (2.9) (0.3) 52.1 The components of Net Impairment Losses Recognized in Earnings reported in the Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Fixed Maturities..................................................................................................................... Equity Securities.................................................................................................................... Real Estate ............................................................................................................................. Net Impairment Losses Recognized in Earnings................................................................... 2017 2016 2015 $ $ (12.1) $ (2.2) — (14.3) $ (26.6) $ (5.6) (0.5) (32.7) $ (11.5) (15.7) — (27.2) 110 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 14. INSURANCE EXPENSES Insurance Expenses for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Commissions ......................................................................................................................... General Expenses .................................................................................................................. Taxes, Licenses and Fees....................................................................................................... Total Costs Incurred .............................................................................................................. Policy Acquisition Costs: Deferred ............................................................................................................................ Amortized ......................................................................................................................... Net Policy Acquisition Costs Deferred.................................................................................. Amortization of Insurance in Force....................................................................................... Insurance Expenses ............................................................................................................... 2017 425.6 194.1 52.8 672.5 (351.6) 318.3 (33.3) 5.1 644.3 $ $ 2016 399.2 209.0 48.8 657.0 (314.9) 299.3 (15.6) 5.9 647.3 $ $ 2015 357.6 241.1 44.2 642.9 (270.6) 257.4 (13.2) 15.4 645.1 $ $ Commissions for servicing policies are expensed as incurred, rather than deferred and amortized. NOTE 15. INCOME TAXES On December 22, 2017, Public Law 115-97, more commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), was enacted. The Tax Act includes numerous changes to existing federal income tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Pursuant to SAB 118, the Company recorded certain provisional amounts for the estimated income tax effects of the Tax Act on deferred income taxes. The Company estimates that the reduction in the corporate income tax rate decreased its net deferred income tax liability as of December 22, 2017 by $10.5 million. The effect of the rate change was recorded as a decrease to income tax expense in the Company’s Consolidated Statement of Income for the year ended December 31, 2017. Final determination of the effects of the Tax Act on deferred income taxes requires additional information, including data from third parties, actuarial computations and other items. The Company expects to complete its determination of the effect of the Tax Act on its deferred income tax assets and liabilities pursuant to its annual income tax return filing process which is expected to be completed during the fourth quarter of 2018. The Company had not previously provided for Federal income taxes on $14.7 million of Mutual Savings Life’s income earned prior to 1984, which was not subject to income taxes under certain conditions prior to the Tax Act. Under the Tax Act, such income is now subject to taxation. Accordingly, the Company recognized current income tax expense of $3.1 million in the Company’s Consolidated Statement of Income for the year ended December 31, 2017. 111 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 15. INCOME TAXES (Continued) The tax effects of temporary differences that give rise to significant portions of the Company’s Net Deferred Income Tax Assets and Deferred Income Tax Liabilities at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Deferred Income Tax Assets: 2017 2016 Insurance Reserves ............................................................................................................................... Unearned Premium Reserves ............................................................................................................... Tax Capitalization of Policy Acquisition Costs.................................................................................... Payroll and Employee Benefit Accruals............................................................................................... Net Operating Loss Carryforwards ...................................................................................................... Other..................................................................................................................................................... Total Deferred Income Tax Assets ............................................................................................................ Deferred Income Tax Liabilities: Investments........................................................................................................................................... Deferred Policy Acquisition Costs ....................................................................................................... Life VIF and P&C Customer Relationships......................................................................................... Goodwill and Other Intangible Assets Acquired.................................................................................. Depreciable Assets ............................................................................................................................... Other..................................................................................................................................................... Total Deferred Income Tax Liabilities ...................................................................................................... Net Deferred Income Tax Assets (Liabilities)........................................................................................... $ $ $ 55.7 26.7 41.9 37.2 31.8 3.7 197.0 90.6 76.8 6.9 22.3 12.1 3.1 211.8 (14.8) $ 83.4 42.1 70.7 60.5 52.2 13.2 322.1 113.0 116.2 13.5 37.1 12.5 4.0 296.3 25.8 The expiration of federal net operating loss (“NOL”) carryforwards and their related deferred income tax assets at December 31, 2017 is presented below by year of expiration. DOLLARS IN MILLIONS Expiring in: NOL Carry- forwards Deferred Tax Asset 2020 ...................................................................................................................................................... 2021 through 2025................................................................................................................................ 2026 through 2030................................................................................................................................ 2031 through 2037................................................................................................................................ Total All Years ........................................................................................................................................... $ 7.8 $ 30.5 29.8 83.3 $ 151.4 $ 1.6 6.5 6.2 17.5 31.8 Except for the NOL carryforwards scheduled to expire in 2031 through 2037, all of the NOL carryforwards were acquired in connection with business acquisitions made in prior years and are subject to annual usage limitations under the Internal Revenue Code. The Company expects to fully utilize these federal NOL carryforwards. A reconciliation of the beginning and ending amount of Unrecognized Tax Benefits for the years ended December 31, 2017, 2016 and 2015 is presented below. DOLLARS IN MILLIONS Liabilities for Unrecognized Tax Benefits at Beginning of Year .......................................... Additions for Tax Positions of Current Year ......................................................................... Additions for Tax Positions of Prior Years............................................................................ Reduction for Expiration of Federal Statute of Limitations.................................................. Liabilities for Unrecognized Tax Benefits at End of Year..................................................... $ $ 2017 2016 2015 5.1 3.1 — (0.1) 8.1 $ $ 3.8 1.5 — (0.2) 5.1 $ $ 7.2 0.2 — (3.6) 3.8 During March of 2017, the Internal Revenue Service commenced an examination of Kemper and its eligible subsidiaries’ consolidated Federal income tax return for the years ended December 31, 2014, and 2015. 112 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 15. INCOME TAXES (Continued) Unrecognized Tax Benefits at December 31, 2017, 2016 and 2015 include $7.6 million, $4.6 million and $3.3 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred income tax accounting, other than for interest and penalties, the disallowance of the shorter deductibility period would not affect the effective income tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The liability for Unrecognized Tax Benefits included accrued interest of $0.5 million, $0.5 million and $0.5 million at December 31, 2017, 2016 and 2015, respectively. Net interest related to unrecognized tax benefits for the years ended December 31, 2017 and 2016 was insignificant. Tax expense includes interest benefit of $3.3 million related to unrecognized tax benefits for the year ended December 31, 2015. The statute of limitations related to Kemper and its eligible subsidiaries’ consolidated Federal income tax returns is closed for all tax years up to and including 2013. The statute of limitations related to Kemper and its eligible subsidiaries’ consolidated Federal income tax return for the tax year ended December 31, 2014 has been extended to March 15, 2019. The expiration of the statute of limitations related to the various state income tax returns that Kemper and its subsidiaries file varies by state. The components of Income Tax Expense from Continuing Operations for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Current Income Tax Benefit (Expense)................................................................................. Deferred Income Tax Benefit (Expense)............................................................................... (Increase) Decrease Unrecognized Tax Benefits................................................................... Income Tax Benefit (Expense) .............................................................................................. $ $ 2017 2016 2015 (23.1) $ (15.1) (3.0) (41.2) $ 8.2 2.3 (1.3) 9.2 $ $ (25.7) 2.2 3.4 (20.1) Income taxes paid, net of income tax refunds received, were $13.0 million in 2017. Income tax refunds received, net of income taxes paid, were $0.5 million in 2016. Income taxes paid, net of income tax refunds received, were $44.4 million 2015. A reconciliation of the Statutory Federal Income Tax Expense and Rate to the Company’s Effective Income Tax Expense and Rate from Continuing Operations for the years ended December 31, 2017, 2016 and 2015 is presented below. DOLLARS IN MILLIONS Statutory Federal Income Tax Expense ...................... Tax-exempt Income and Dividends Received Deduction ................................................................ Unrecognized Tax Benefit (Expense)......................... Indemnification Recoveries ........................................ State Income Taxes ..................................................... Long-term Equity Based Compensation..................... Tax Reform ................................................................. Other, Net.................................................................... Effective Income Tax Benefit (Expense) from Continuing Operations ............................................ 2017 Amount $ (56.4) Rate 35.0% $ 9.8 — — 0.1 0.4 7.4 (2.5) (6.0) — — (0.1) (0.2) (4.6) 1.5 2016 Amount (1.2) 9.8 — 0.2 (0.6) — — 1.0 2015 Rate 35.0 % $ Amount (35.1) Rate 35.0% (279.5) — (6.5) 16.9 — — (28.9) 9.8 2.1 3.7 (0.6) — — — (9.7) (2.1) (3.6) 0.5 — — — $ (41.2) 25.6% $ 9.2 (263.0)% $ (20.1) 20.1% 113 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 15. INCOME TAXES (Continued) Comprehensive Income Tax Benefit (Expense) included in the Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Income Tax Benefit (Expense): Continuing Operations...................................................................................................... Discontinued Operations .................................................................................................. Unrealized Depreciation (Appreciation) on Securities.......................................................... Foreign Currency Translation Adjustments on Investments ................................................. Tax Effects from Postretirement Benefit Plans ..................................................................... Tax Effects from Cash Flow Hedge ...................................................................................... Tax Effects from Long-term Equity-based Compensation included in Paid-in Capital........ Comprehensive Income Tax Benefit (Expense) .................................................................... $ a $ 2017 2016 2015 (41.2) $ (0.5) (25.9) (0.6) (0.6) 2.4 — (66.4) $ $ 9.2 (2.2) 0.9 0.1 (7.3) (0.6) (1.1) (1.0) $ (20.1) (3.1) 62.8 0.5 (9.1) — (1.0) 30.0 NOTE 16. PENSION BENEFITS The Company sponsors a qualified defined benefit pension plan (the “Pension Plan”). The Pension Plan covers approximately 9,000 participants and beneficiaries, of which 1,600 are active employees. The Pension Plan is closed to new employees hired after January 1, 2006. The Pension Plan is generally non-contributory, but participation requires or required some employees to contribute 3% of pay, as defined, per year. Benefits for participants who are or were required to contribute to the Pension Plan are based on compensation during plan participation and the number of years of participation. Benefits for the vast majority of participants who are not required to contribute to the Pension Plan are based on years of service and final average pay, as defined. The Company funds the Pension Plan in accordance with the requirements of ERISA. On May 12, 2016, the Company amended the Pension Plan to freeze benefit accruals, effective June 30, 2016, for substantially all of the participants under the plan. Accordingly, plan assets and liabilities were re-measured, resulting in balances in accumulated unrecognized pension loss and unamortized prior service credit prior to the freeze of $191.2 million and $0.3 million, respectively. In recognizing the curtailment, the Company recorded income of $0.3 million before income taxes in the second quarter of 2016 to immediately recognize the remaining unamortized prior service credit in the Pension Plan. The curtailment reduced the accumulated unrecognized pension loss by $23.3 million. The remaining accumulated unrecognized pension loss of $167.9 million as of the re-measurement date is being amortized over approximately 25 years, the remaining average estimated life expectancy of participants. Prior to the amendment, the accumulated unrecognized pension loss was being amortized over approximately 5 years, the remaining average service life of active participants. 114 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 16. PENSION BENEFITS (Continued) Changes in Fair Value of Plan Assets and Changes in Projected Benefit Obligation for the Pension Plan for the years ended December 31, 2017 and 2016 is presented below. $ DOLLARS IN MILLIONS Fair Value of Plan Assets at Beginning of Year ........................................................................................ Actual Return on Plan Assets.................................................................................................................... Employer Contributions ............................................................................................................................ Benefits Paid ............................................................................................................................................. Fair Value of Plan Assets at End of Year................................................................................................... Projected Benefit Obligation at Beginning of Year................................................................................... Service Cost .............................................................................................................................................. Interest Cost .............................................................................................................................................. Benefits Paid ............................................................................................................................................. Curtailment................................................................................................................................................ Actuarial Losses ........................................................................................................................................ Projected Benefit Obligation at End of Year............................................................................................. Funded Status—Plan Assets in Deficit of Projected Benefit Obligation .................................................. $ Unamortized Amount Reported in AOCI at End of Year: $ 2017 520.9 86.4 — (27.5) 579.8 593.6 — 20.6 (27.5) — 50.5 637.2 (57.4) $ 2016 507.5 29.9 9.0 (25.5) 520.9 597.8 4.8 20.1 (25.5) (23.3) 19.7 593.6 (72.7) Accumulated Actuarial Loss ................................................................................................................ Prior Service Credit .............................................................................................................................. Unamortized Amount Reported in AOCI at End of Year.......................................................................... $ (137.2) $ (144.7) — $ (137.2) $ (144.7) — Accumulated Benefit Obligation at End of Year....................................................................................... $ 637.0 $ 593.5 The measurement dates of the assets and liabilities at end of year presented in the preceding table under the headings, “2017” and “2016” were December 31, 2017 and December 31, 2016, respectively. The weighted-average discount rate and rate of increase in future compensation levels used to estimate the components of the Projected Benefit Obligation for the Pension Plan at December 31, 2017 and 2016 were: Discount Rate ............................................................................................................................................ Rate of Increase in Future Compensation Levels ..................................................................................... 2017 3.63% 3.40 2016 4.18% 2.56 Weighted-average asset allocations for the Pension Plan at December 31, 2017 and 2016 by asset category were: ASSET CATEGORY Cash and Short-term Investments ............................................................................................................. Corporate Bonds and Notes ...................................................................................................................... Common and Preferred Stocks ................................................................................................................. Exchange Traded Funds ............................................................................................................................ Other Assets .............................................................................................................................................. Total........................................................................................................................................................... 2017 2016 2% 31 50 1 16 100% 2% 31 48 1 18 100% The investment objective of the Pension Plan is to produce current income and long-term capital growth through a combination of equity and fixed income investments which, together with appropriate employer contributions and any required employee contributions, is adequate to provide for the payment of the benefit obligations of the Pension Plan. The assets of the Pension Plan may be invested in fixed income and equity investments or any other investment vehicle or financial instrument deemed appropriate. Fixed income investments may include cash and short-term instruments, U.S. Government securities, corporate bonds, mortgages and other fixed income investments. Equity investments may include various types of stock, such as large- cap, mid-cap and small-cap stocks, and may also include investments in investment companies, collective investment funds and Kemper common stock (subject to Section 407 and other requirements of ERISA). The Pension Plan has not invested in Kemper common stock. 115 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 16. PENSION BENEFITS (Continued) The trust investment committee for the Pension Plan, along with its third party fiduciary advisor, periodically reviews performance of the Pension Plan’s investments and asset allocation. Several external investment managers, one of which is Fayez Sarofim & Co. (see Note 24, “Related Parties,” to the Consolidated Financial Statements), manage the equity investments of the trust for the Pension Plan. Each manager is allowed to exercise investment discretion, subject to limitations, if any, established by the trust investment committee for the Pension Plan. All other investment decisions are made by the Company, subject to general guidelines as set by the trust investment committee for the Pension Plan. the ff The Company determines its Expected Long Term Rate of Return on Plan Assets based primarily on the Company’s expectations of future returns, with consideration to historical returns, for the Pension Plan’s investments, based on target allocations of the Pension Plan’s investments. Fair value measurements for the Pension Plan’s assets at December 31, 2017 are summarized below. DOLLARS IN MILLIONS Fixed Maturities: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured at Net Asset Value Fair Value U.S. Government and Government Agencies and Authorities ................... $ States and Political Subdivisions ........... Corporate Bonds and Notes ................... Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate... Common Stocks: Manufacturing ................................... Other Industries................................. Other Equity Interests: Collective Investment Funds............. Exchange Traded Funds .................... Limited Liability Companies and Limited Partnerships...................... Short-term Investments............................... Receivables and Other ................................ Total ............................................................ $ $ 56.7 — — — $ 2.2 122.0 — $ — — — $ — — — 86.8 99.6 — 5.1 4.9 15.3 4.7 — — — 9.0 (1.9) 255.3 $ — — — 149.1 $ — — — — — — — 0.3 0.3 $ — — — 79.2 — 95.9 — — 175.1 $ 56.7 2.2 122.0 4.9 102.1 104.3 79.2 5.1 95.9 9.0 (1.6) 579.8 116 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 16. PENSION BENEFITS (Continued) Fair value measurements for the Pension Plan’s assets at December 31, 2016 are summarized below. DOLLARS IN MILLIONS Fixed Maturities: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured at Net Asset Value Fair Value U.S. Government and Government Agencies and Authorities .................. $ States and Political Subdivisions .......... Corporate Bonds and Notes .................. Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate . Common Stocks: Manufacturing.................................. Other Industries................................ Other Equity Interests: Collective Investment Funds............ Exchange Traded Funds................... Limited Liability Companies and Limited Partnerships .................... Short-term Investments ............................. Receivables and Other............................... Total ........................................................... $ 21.2 $ — — — 77.5 88.1 — 6.0 — 11.8 1.4 $ 8.6 3.1 126.4 6.2 16.0 — — — — — — 206.0 $ 160.3 $ — — — — — — — — — — 0.4 0.4 — $ — — — — — 60.7 — 93.5 — — 29.8 3.1 126.4 6.2 93.5 88.1 60.7 6.0 93.5 11.8 1.8 $ 154.2 $ 520.9 Additional information pertaining to the changes in the fair value of the Pension Plan’s assets classified as Level 3 in the two preceding tables for the years ended December 31, 2017 and 2016 is presented below. DOLLARS IN MILLIONS Balance at Beginning of Year.......................................................................................................... Return on Plan Assets Held............................................................................................................. Purchases, Sales and Settlements, Net ............................................................................................ Transfers out of Level 3 .................................................................................................................. Balance at End of Year .................................................................................................................... $ $ 2017 2016 0.4 — (0.1) — 0.3 $ $ 0.4 — — — 0.4 The components of Comprehensive Pension Expense (Income) for the Pension Plan for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Service Cost Earned During the Year.................................................................................... Interest Cost on Projected Benefit Obligation....................................................................... Expected Return on Plan Assets............................................................................................ Amortization of Actuarial Loss ............................................................................................. Curtailment Gain ................................................................................................................... Pension Expense (Income) Recognized in Consolidated Statements of Income .................. Unrecognized Pension Gain Arising During the Year........................................................... Amortization of Accumulated Unrecognized Pension Loss.................................................. Comprehensive Pension Expense (Income) .......................................................................... 2017 2016 2015 $ — $ 20.6 (30.9) 2.6 — (7.7) (4.9) (2.6) (15.2) $ $ $ 4.8 20.1 (32.7) 6.6 (0.3) (1.5) (0.7) (6.3) (8.5) $ 10.5 25.7 (35.0) 24.4 — 25.6 (1.9) (24.4) (0.7) 117 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 16. PENSION BENEFITS (Continued) The actuarial loss included in AOCI at December 31, 2017 is being amortized over approximately 24 years, the remaining average estimated life expectancy of participants. The Company estimates that Pension Expense for the Pension Plan for the year ended December 31, 2018 will include expense of $4.2 million resulting from the amortization of the related accumulated actuarial loss included in AOCI at December 31, 2017. Effective January 1, 2016, the Company changed its method for estimating the interest and service cost components of expense recognized for its pension and other postretirement employee benefit plans. As a result, the Company elected to use a full yield curve approach to estimate these components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. See Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements for further discussion of the change. The weighted-average discount rate, service cost discount rate, interest cost discount rate, rate of increase in future compensation levels and expected long-term rate of return on plan assets used to develop the components of Pension Expense for the Pension Plan for the periods presented below were: ff Weighted-average Discount Rate ............................................................... Service Cost Discount Rate........................................................................ Interest Cost Discount Rate........................................................................ Rate of Increase in Future Compensation Levels....................................... Expected Long Term Rate of Return on Plan Assets ................................. Year Ended December 31, 2017 4.19% 4.15 3.52 2.56 5.80 5/13/16 to 12/31/16 1/1/16 to 5/12/16 3.94% 4.22 3.18 3.15 6.25 4.47% 4.78 3.69 3.15 6.25 Year Ended December 31, 2015 4.10% — — 3.31 6.75 The Company did not contribute to the Pension Plan in 2017. On August 12, 2016, the Company made a voluntary cash contribution of $9.0 million to the Pension Plan. The Company did not contribute to the Pension Plan in 2015. The Company does not expect that it will be required to contribute to the Pension Plan in 2018, but could make a voluntary contribution pursuant to the maximum funding limits under ERISA. The following benefit payments (net of participant contributions), which consider expected future service of certain participants that remain eligible for a benefit accrual, as appropriate, are expected to be paid from the Pension Plan: DOLLARS IN MILLIONS Estimated Pension Benefit Payments ......................... $ 2018 2019 2020 2021 2022 28.5 $ 29.8 $ 30.9 $ 32.0 $ 33.0 2023-2027 174.0 $ Years Ending December 31, The Company also sponsors a non-qualified supplemental defined benefit pension plan (the “Supplemental Plan”). As a result of the amendment to the Pension Plan, benefit accruals for all participants in the Supplemental Plan were also frozen effective June 30, 2016. Accordingly, plan liabilities for the Supplemental Plan were also re-measured in the second quarter of 2016, resulting in balances in accumulated unrecognized pension loss and unamortized prior service costs prior to the freeze of $1.6 million and $1.3 million, respectively. The Company recorded expense of $1.3 million in the second quarter of 2016 to immediately recognize the remaining net unamortized prior service costs in the Supplemental Plan. The curtailment reduced the Projected Benefit Obligation by $5.2 million at the re-measurement date. Accordingly, a curtailment gain of $3.6 million before tax was recorded to recognize the reduction in the Projected Benefit Obligation that exceeded the accumulated unrecognized pension loss prior to the freeze. The unfunded liability related to the Supplemental Plan was $26.3 million and $25.4 million at December 31, 2017 and 2016, respectively. Pension expense for the Supplemental Plan was $0.8 million for the year ended December 31, 2017, compared to pension income of $1.0 million and pension expense $2.1 million for the years ended December 31, 2016, and 2015, respectively. An actuarial loss of $1.6 million before taxes, an actuarial gain of $4.8 million before taxes and an actuarial gain of $1.5 million before taxes are included in Other Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015, respectively. The Company also sponsors several defined contribution benefit plans covering most of its employees. The Company made contributions to those plans of $10.6 million, $8.4 million and $7.8 million in 2017, 2016 and 2015, respectively. 118 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 17. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The Company sponsors an other than pension postretirement employee benefit plan (“OPEB”) that provides medical, dental and/or life insurance benefits to approximately 475 retired and 200 active employees (the “OPEB Plan”). The Company has historically self-insured the benefits under the OPEB Plan. The medical plan generally provides for a limited number of years of medical insurance benefits at retirement based on the participant’s attained age at retirement and number of years of service until specified dates and generally has required participant contributions, with most contributions adjusted annually. On December 30, 2016, the Company amended the OPEB Plan and, effective December 31, 2016, will no longer offer coverage to post-65 Medicare-eligible retirees and Medicare-eligible spouses under the self-insured portion of its coverage. Rather, beginning on January 1, 2017, the OPEB Plan offers access to a private, third-party Medicare exchange and provides varying levels of a Company-determined subsidy via health reimbursement accounts to certain Medicare-eligible retirees and spouses in order to help fund a portion of the participants’ cost. Further, the amendment eliminates the requirement for such participants to contribute to the OPEB Plan. In conjunction with the amendment, the Company recorded a pre-tax reduction to its Accumulated Postretirement Benefit Obligation of $11.0 million through Other Comprehensive Income. This prior service credit is being amortized into income over the remaining average life of the OPEB Plan’s participants. n Changes in Fair Value of Plan Assets and Changes in Accumulated Postretirement Benefit Obligation for the years ended December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Fair Value of Plan Assets at Beginning of Year ........................................................................................ Employer Contributions ............................................................................................................................ Plan Participants’ Contributions................................................................................................................ Benefits Paid ............................................................................................................................................. Fair Value of Plan Assets at End of Year................................................................................................... Accumulated Postretirement Benefit Obligation at Beginning of Year.................................................... Service Cost .............................................................................................................................................. Interest Cost .............................................................................................................................................. Plan Participants’ Contributions................................................................................................................ Benefits Paid ............................................................................................................................................. Medicare Part D Subsidy Received .......................................................................................................... Plan Amendments ..................................................................................................................................... Actuarial Gain ........................................................................................................................................... Accumulated Postretirement Benefit Obligation at End of Year .............................................................. Funded Status—Accumulated Postretirement Benefit Obligation in Excess of Plan Assets ................... — Unamortized Actuarial Gain Reported in AOCI at End of Year ............................................................... 2017 2016 — $ 0.9 0.5 (1.4) — 15.1 0.1 0.4 0.5 (1.4) 0.2 — (0.5) 14.4 (14.4) $ — 3.4 1.0 (4.4) — 29.6 0.1 0.8 1.0 (4.4) 0.3 (11.0) (1.3) 15.1 (15.1) 25.0 $ 27.6 $ $ $ The measurement dates of the assets and liabilities at end of year in the preceding table under the headings “2017” and “2016” were December 31, 2017 and December 31, 2016, respectively. The weighted-average discount rate and rate of increase in future compensation levels used to develop the components of the Accumulated Postretirement Benefit Obligation at December 31, 2017 and 2016 were: Discount Rate ............................................................................................................................................ Rate of Increase in Future Compensation Levels ..................................................................................... 2017 3.36% 2.20 2016 3.60% 2.60 The assumed health care cost trend rate used in measuring the Accumulated Postretirement Benefit Obligation at December 31, 2017 was 7.50% for 2018, gradually declining to 4.8% in the year 2025 and remaining at that level thereafter for medical benefits and 10.00% for 2018, gradually declining to 4.8% in the year 2026 and remaining at that level thereafter for prescription drug benefits. The assumed health care cost trend rate used in measuring the Accumulated Postretirement Benefit Obligation at December 31, 2016 was 6.8% for 2017, gradually declining to 5.0% in the year 2024 and remaining at that level thereafter for medical benefits and 10.3% for 2017, gradually declining to 5.0% in the year 2024 and remaining at that level thereafter for prescription drug benefits. 119 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 17. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (Continued) A one-percentage point increase in the assumed health care cost trend rate for each year would have increased the Accumulated Postretirement Benefit Obligation at December 31, 2017 by $0.6 million and 2017 OPEB expense by an insignificant amount. A one-percentage point increase in the assumed health care cost trend rate for each year would have increased the Accumulated Postretirement Benefit Obligation at December 31, 2016 by $0.6 million and 2016 OPEB expense by an insignificant amount. The components of Comprehensive OPEB Expense (Income) for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Service Cost Earned During the Year.................................................................................... Interest Cost on Accumulated Postretirement Benefit Obligation ........................................ Amortization of Actuarial Gain............................................................................................. OPEB Income Recognized in Consolidated Statements of Income...................................... Unrecognized OPEB Loss (Gain) Arising During the Year .................................................. Prior Service Credit Arising During the Year........................................................................ Amortization of Accumulated Unrecognized OPEB Gain.................................................... Comprehensive OPEB Expense (Income)............................................................................. $ $ 2017 2016 2015 $ 0.1 0.4 (1.8) (1.3) (0.5) (1.3) 1.8 (1.3) $ $ 0.1 0.8 (1.4) (0.5) (1.3) (11.0) 1.4 (11.4) $ 0.2 1.0 (1.4) (0.2) 0.4 — 1.4 1.6 The Company estimates that OPEB Expense for the year ended December 31, 2018 will include income of $3.0 million resulting from the amortization of the related accumulated actuarial gain and prior service credit included in AOCI at December 31, 2017. Effective January 1, 2016, the Company changed its method for estimating the interest and service cost components of expense recognized for its pension and other postretirement employee benefit plans. As a result, the Company elected to use a full yie ld curve approach to estimate these components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. See Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements for further discussion of the change. The weighted-average discount rate and rate of increase in future compensation levels used to develop OPEB Expense for the years ended December 31, 2017, 2016 and 2015 were: ff Weighted-average Discount Rate .......................................................................................... Service Cost Discount Rate ................................................................................................... Interest Cost Discount Rate ................................................................................................... Rate of Increase in Future Compensation Levels.................................................................. 2017 3.61% 3.79 2.92 2.60 2016 3.70% 4.21 2.90 2.64 2015 3.40% — — 2.68 The Company expects to contribute $1.6 million, net of the expected Medicare Part D subsidy, to its OPEB Plan to fund benefit payments in 2018. The following benefit payments (net of participant contributions), which consider expected future service, as appropriate, are expected to be paid: a DOLLARS IN MILLIONS Estimated Benefit Payments: 2018 2019 2020 2021 2022 2023-2027 Years Ending December 31, Excluding Medicare Part D Subsidy...................... $ Expected Medicare Part D Subsidy ....................... Net Estimated Benefit Payments ................................ $ 1.6 — 1.6 $ $ 1.6 — 1.6 $ $ 1.5 — 1.5 $ $ 1.5 — 1.5 $ $ 1.4 — 1.4 $ $ 5.7 — 5.7 120 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 18. BUSINESS SEGMENTS The Company is engaged, through its subsidiaries, in the property and casualty insurance and life and health insurance businesses. The Company conducts its operations through two operating segments: Property & Casualty Insurance and Life & Health Insurance. The Property & Casualty Insurance segment’s principal products are personal automobile insurance, both preferred and nonstandard, homeowners insurance, other personal insurance and commercial automobile insurance. These products are distributed primarily through independent agents and brokers. The Life & Health Insurance segment’s principal products are individual life, accident, health and property insurance. These products are distributed by career agents employed by the Company and independent agents and brokers. The Company’s earned premiums are derived in the United States. The accounting policies of the segments are the same as those described in Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements. Capital expenditures for long-lived assets by operating segment are immaterial. It is the Company’s management practice to allocate certain corporate expenses, primarily compensation costs for corporate employees and related facility costs, included in Interest and Other Expenses in the Consolidated Statements of Income to its insurance operations. The amount of such allocated corporate expenses was $50.8 million, $52.9 million and $43.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company does not allocate Net Realized Gains on Sales of Investments, Net Impairment Losses Recognized in Earnings, interest expense on debt or postretirement benefit plans, and actuarial gains and losses on its postretirement benefit plans to its operating segments. Additionally, in 2017 the Company did not allocate the impact of the Tax Act to its operating segments. Segment Assets at December 31, 2017 and 2016 were: DOLLARS IN MILLIONS Property & Casualty Insurance ................................................................................................................. Life & Health Insurance............................................................................................................................ Corporate and Other, Net .......................................................................................................................... Total Assets ............................................................................................................................................... 2017 $ 2,894.9 5,079.3 402.0 $ 8,376.2 2016 $ 2,815.1 4,888.7 506.7 $ 8,210.5 Earned Premiums by product line for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Personal Automobile ............................................................................................................. Homeowners.......................................................................................................................... Other Personal Property and Casualty Insurance .................................................................. Commercial Automobile ....................................................................................................... Life ........................................................................................................................................ Accident and Health .............................................................................................................. Total Earned Premiums ......................................................................................................... 2017 $ 1,377.1 264.8 115.3 51.4 379.7 161.7 $ 2,350.0 2016 $ 1,244.6 271.9 119.2 53.3 381.6 149.4 $ 2,220.0 2015 $ 1,027.7 286.3 122.1 54.5 374.1 144.9 $ 2,009.6 121 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 18. BUSINESS SEGMENTS (Continued) Segment Revenues, including a reconciliation to Total Revenues, for the years ended December 31, 2017, 2016 and 2015 were: DOLLARS IN MILLIONS Segment Revenues: Property & Casualty Insurance: 2017 2016 2015 Earned Premiums.............................................................................................................. Net Investment Income..................................................................................................... Other Income .................................................................................................................... Total Property & Casualty Insurance .................................................................................. Life & Health Insurance: $ 1,736.0 94.3 1.1 1,831.4 $ 1,614.8 72.4 0.5 1,687.7 $ 1,415.2 73.3 0.6 1,489.1 Earned Premiums.............................................................................................................. Net Investment Income..................................................................................................... Other Income .................................................................................................................... Total Life & Health Insurance............................................................................................. Total Segment Revenues ....................................................................................................... Net Realized Gains on the Sales of Investments ................................................................... Net Impairment Losses Recognized in Earnings................................................................... Other ...................................................................................................................................... Total Revenues ...................................................................................................................... 614.0 221.5 2.6 838.1 2,669.5 56.5 (14.3) 11.7 $ 2,723.4 605.2 213.2 2.8 821.2 2,508.9 33.1 (32.7) 12.6 $ 2,521.9 594.4 214.2 2.4 811.0 2,300.1 52.1 (27.2) 15.8 $ 2,340.8 Segment Operating Profit, including a reconciliation to Income from Continuing Operations before Income Taxes, for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Segment Operating Profit (Loss): 2017 2016 2015 Property & Casualty Insurance ........................................................................................... Life & Health Insurance...................................................................................................... Total Segment Operating Profit............................................................................................. Corporate and Other Operating Loss..................................................................................... Total Operating Profit............................................................................................................ Net Realized Gains on Sales of Investments......................................................................... Net Impairment Losses Recognized in Earnings................................................................... Loss from Early Extinguishment of Debt.............................................................................. Income from Continuing Operations before Income Taxes .................................................. $ (1.4) $ 138.5 137.1 (18.2) 118.9 56.5 (14.3) — 161.1 $ $ (17.2) $ 45.7 28.5 (25.4) 3.1 33.1 (32.7) — 3.5 $ 23.7 109.7 133.4 (48.9) 84.5 52.1 (27.2) (9.1) 100.3 122 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 18. BUSINESS SEGMENTS (Continued) Segment Net Operating Income, including a reconciliation to Income from Continuing Operations, for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Segment Net Operating Income (Loss): Property & Casualty Insurance ........................................................................................... Life & Health Insurance...................................................................................................... Total Segment Net Operating Income ................................................................................... Corporate and Other Net Operating Income (Loss) From: ................................................... Effects of Tax Law Changes ............................................................................................... Other.................................................................................................................................... Corporate and Other Net Operating Loss.............................................................................. Consolidated Net Operating Income ..................................................................................... Net Income (Loss) From: Net Realized Gains on Sales of Investments ...................................................................... Net Impairment Losses Recognized in Earnings ................................................................ Loss from Early Extinguishment of Debt ........................................................................... Income from Continuing Operations..................................................................................... $ 2017 2016 2015 $ $ 7.8 90.8 98.6 (2.9) $ 30.3 27.4 26.7 71.7 98.4 7.4 (13.5) (6.1) 92.5 36.7 (9.3) — 119.9 $ — (15.0) (15.0) 12.4 21.5 (21.2) — 12.7 $ — (28.5) (28.5) 69.9 33.9 (17.7) (5.9) 80.2 Amortization of Deferred Policy Acquisition Costs by Operating Segment for the years ended December 31, 2017, 2016 and 2015 was: DOLLARS IN MILLIONS Property & Casualty Insurance.............................................................................................. Life & Health Insurance ........................................................................................................ Total Amortization................................................................................................................. 2017 264.8 53.5 318.3 $ $ 2016 252.1 47.2 299.3 $ $ 2015 213.1 44.3 257.4 $ $ NOTE 19. DISCONTINUED OPERATIONS The Company accounts for its former Unitrin Business Insurance operations as discontinued operations. Summary financial information included in Income from Discontinued Operations for the years ended December 31, 2017, 2016 and 2015 is presented below. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS Income from Discontinued Operations before Income Taxes: , Change in Estimate of Retained Liabilities Arising from Discontinued Operations ....... Income Tax Expense............................................................................................................. Income from Discontinued Operations................................................................................. Income from Discontinued Operations Per Unrestricted Share: Basic ................................................................................................................................... Diluted ................................................................................................................................ 2017 2016 2015 $ $ $ $ 1.5 (0.5) 1.0 0.02 0.02 $ $ $ $ 6.3 (2.2) 4.1 0.08 0.08 $ $ $ $ 8.6 (3.1) 5.5 0.10 0.10 123 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 19. DISCONTINUED OPERATIONS (Continued) In 2008, the Company sold its Unitrin Business Insurance operations. The Company retained Property and Casualty Insurance Reserves for unpaid insured losses that occurred prior to the date of the sale. Property and Casualty Insurance Reserves reported in the Company’s Consolidated Balance Sheets include $32.8 million and $38.3 million at December 31, 2017 and 2016, respectively, for the retained liabilities. In accordance with GAAP, changes in the Company’s estimate of such retained liabilities after the sale are reported as a separate component of the results of discontinued operations. See Note 6, “Property and Casualty Insurance Reserves,” to the Consolidated Financial Statements for information pertaining cash used by operating activities to pay losses and LAE related to discontinued operations. NOTE 20. CATAAA STROPHE REINSURANCE Catastrophes and natural disasters are inherent risks of the property and casualty insurance business. These catastrophic events and natural disasters include, without limitation, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, high winds and winter storms. Such events result in insured losses that are, and will continue to be, a material factor in the results of operations and financial position of the Company’s property and casualty insurance companies. Further, because the level of these insured losses occurring in any one year cannot be accurately predicted, these losses may contribute to material year-to-year fluctuations in the results of operations and financial position of these companies. Specific types of catastrophic events are more likely to occur at certain times within the year than others. This factor adds an element of seasonality to property and casualty insurance claims. The Company has adopted the industry-wide catastrophe classifications of storms and other events promulgated by ISO to track and report losses related to catastrophes. ISO classifies a disaster as a catastrophe when the event causes $25.0 million or more in direct insured losses to property and affects a significant number of policyholders and insurers. ISO-classified catastrophes are assigned a unique serial number recognized throughout the insurance industry. The discussions that follow utilize ISO’s definition of catastrophes. The Company manages its exposure to catastrophes and other natural disasters through a combination of geographical diversification, restrictions on the amount and location of new business production in certain regions, and reinsurance. To limit its exposures to catastrophic events, the Company maintains various catastrophe reinsurance programs for its property and casualty insurance businesses. Coverage for the Property & Casualty Insurance segment’s catastrophe reinsurance program effective January 1, 2017 to December 31, 2017 is provided in various layers as presented below. DOLLARS IN MILLIONS Property & Casualty Insurance Segment: Catastrophe Losses and LAE In Excess of Up to Percentage of Coverage Retained ...................................................................................................................... $ 1st Layer of Coverage................................................................................................. 2nd Layer of Coverage ............................................................................................... 2nd Layer of Coverage ............................................................................................... — $ 50.0 150.0 150.0 50.0 150.0 250.0 350.0 —% 95.0 31.7 63.3 Coverage for the Property & Casualty Insurance segment’s catastrophe reinsurance program effective January 1, 2016 to December 31, 2016 is provided in various layers as presented below. DOLLARS IN MILLIONS Property & Casualty Insurance Segment: Catastrophe Losses and LAE In Excess of Up to Percentage of Coverage Retained ...................................................................................................................... $ 1st Layer of Coverage................................................................................................. 2nd Layer of Coverage ............................................................................................... — $ 50.0 150.0 50.0 150.0 350.0 —% 95.0 95.0 124 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 20. CATAAA STROPHE REINSURANCE (Continued) Coverage for the Property & Casualty Insurance segment’s catastrophe reinsurance program effective January 1, 2015 to December 31, 2015 is provided in various layers as presented below. DOLLARS IN MILLIONS Property & Casualty Insurance Segment: Catastrophe Losses and LAE In Excess of Up to Percentage of Coverage Retained ...................................................................................................................... $ 1st Layer of Coverage................................................................................................. 2nd Layer of Coverage ............................................................................................... — $ 50.0 150.0 50.0 150.0 350.0 —% 95.0 95.0 In the event that the Property & Casualty Insurance segment’s incurred catastrophe losses and LAE covered by any of its catastrophe reinsurance programs presented in the three preceding tables exceed the retention for that particular layer, each of the programs required one reinstatement of such coverage. In such an instance, the Property & Casualty Insurance segment is required to pay a reinstatement premium to the reinsurers to reinstate the full amount of reinsurance available under such layer. The Property & Casualty Insurance segment’s catastrophe reinsurance in 2017, 2016 and 2015 also included reinsurance coverage from the Florida Hurricane Catastrophe Fund (the “FHCF”) for hurricane losses in Florida at retentions lower than those described above. The Life & Health Insurance segment also purchases reinsurance from the FHCF for hurricane losses in Florida. Except for the coverage provided by the FHCF, the Life & Health Insurance segment does not carry any other catastrophe reinsurance coverage. Reinsurance premiums for the Company’s catastrophe reinsurance programs and the FHCF Program reduced earned premiums for the years ended December 31, 2017, 2016 and 2015 by the following: DOLLARS IN MILLIONS Property & Casualty Insurance.............................................................................................. Life & Health Insurance ........................................................................................................ Total Ceded Catastrophe Reinsurance Premiums.................................................................. $ $ 2017 2016 2015 10.9 0.1 11.0 $ $ 11.9 0.1 12.0 $ $ 12.8 0.1 12.9 In 2017, the Company paid $0.8 million in reinstatement premium to reinstate the first layer of coverage under the Property & Casualty Insurance segment’s catastrophe reinsurance program. The Company did not pay any reinstatement premium in 2016 or 2015. Catastrophe losses and LAE (including reserve development), net of reinsurance recoveries, for the years ended December 31, 2017, 2016 and 2015 by business segment are presented below. DOLLARS IN MILLIONS Property & Casualty Insurance.............................................................................................. Life & Health Insurance ........................................................................................................ Total Catastrophe Losses and LAE ....................................................................................... 2017 174.0 6.4 180.4 $ $ $ $ 2016 2015 90.4 5.4 95.8 $ $ 56.6 3.9 60.5 In 2017, the Property & Casualty Insurance segment had catastrophe reinsurance recoveries of $11.9 million under the catastrophe reinsurance program. The Property & Casualty Insurance segment did not have any recoveries from the FHCF. The Life & Health Insurance segment had reinsurance recoveries of $0.2 million under the FHCF in 2017. Neither segment had catastrophe reinsurance recoveries in 2016 or 2015. Total catastrophe loss and LAE reserves, net of reinsurance recoverables, developed favorably by $4.5 million, $19.3 million and $7.8 million in 2017, 2016 and 2015, respectively. The Property & Casualty Insurance segment reported favorable catastrophe reserve development of $5.0 million, $19.2 million and $7.9 million in 2017, 2016 and 2015, respectively. The Life & Health Insurance segment reported adverse catastrophe reserve development of $0.5 million in 2017, favorable catastrophe reserve development of $0.1 million in 2016, and adverse catastrophe reserve development of $0.1 million in 2015. The process of estimating and establishing reserves for catastrophe losses is inherently uncertain and the actual ultimate cost of a claim, net of actual reinsurance recoveries, may vary materially from the estimated amount reserved. The Company’s estimates of direct catastrophe losses are generally based on inspections by claims adjusters and historical loss development 125 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 20. CATAAA STROPHE REINSURANCE (Continued) experience for areas that have not been inspected or for claims that have not yet been reported. The Company’s estimates of direct catastrophe losses are based on the coverages provided by its insurance policies. The Company’s homeowners and dwelling insurance policies do not provide coverage for losses caused by floods, but generally provide coverage for physical damage caused by wind or wind-driven rain. Accordingly, the Company’s estimates of direct losses for homeowners and dwelling insurance do not include losses caused by flood. Depending on the policy, automobile insurance may provide coverage for losses caused by flood. Estimates of the number and severity of claims ultimately reported are influenced by many variables, including, but not limited to, repair or reconstruction costs and determination of cause of loss that are difficult to quantify and will influence the final amount of claim settlements. All these factors, coupled with the impact of the availability of labor and material on costs, require significant judgment in the reserve setting process. A change in any one or more of these factors is likely to result in an ultimate net claim cost different from the estimated reserve. The Company’s estimates of indirect losses from wind pools and joint underwriting associations are based on a variety of factors, including, but not limited to, actual or estimated assessments provided by or received from such entities, insurance industry estimates of losses, and estimates of the Company’s market share in the assessable states. Actual assessments may differ materially from these estimated amounts. ff NOTE 21. OTHER REINSURANCE In addition to the reinsurance programs described in Note 20, “Catastrophe Reinsurance,” to the Consolidated Financial Statements, Kemper’s insurance subsidiaries utilize other reinsurance arrangements to limit their maximum loss, provide greater diversification of risk and to minimize exposures on larger risks. The ceding of insurance does not discharge the primary liability of the original insurer. Accordingly, insurance reserve liabilities are reported gross of any estimated recovery from reinsurers in the Consolidated Balance Sheets. Amounts recoverable from reinsurers are estimated in a manner consistent with the insurance reserve liability and are included in Other Receivables in the Consolidated Balance Sheets. Earned Premiums ceded on long-duration and short-duration policies were $18.2 million, $19.0 million and $20.6 million for the years ended December 31, 2017, 2016 and 2015, respectively, of which $11.0 million, $12.0 million and $12.9 million, respectively, was related to catastrophe reinsurance. See Note 20, “Catastrophe Reinsurance,” to the Consolidated Financial Statements for additional information regarding the Company’s catastrophe reinsurance programs. Certain insurance subsidiaries assume business from other insurance companies and involuntary pools. Earned Premiums assumed on long- duration and short-duration policies were $72.9 million, $67.3 million and $60.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Trinity and Capitol County Mutual Fire Insurance Company (“Capitol”) are parties to a quota share reinsurance agreement whereby Trinity assumes 100% of the business written by Capitol, subject to a cap, for ceded losses for dwelling coverage. Earned Premiums assumed by Trinity from Capitol were $20.7 million, $21.3 million and $21.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Capitol is a mutual insurance company and, accordingly, is owned by its policyholders. Trinity and Old Reliable Casualty Company (“ORCC”), a subsidiary of Capitol, are parties to a quota share reinsurance agreement whereby Trinity assumes 100% of the business written by ORCC, subject to a cap for ceded losses for dwelling coverage. Earned Premiums assumed by Trinity from ORCC were $5.9 million, $6.2 million and $6.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. Five employees of the Company serve as directors of Capitol’s five member board of directors. Nine employees of the Company also serve as directors of ORCC’s nine member board of directors. Kemper’s subsidiary, United Insurance, provides claims and administrative services to Capitol and ORCC. In addition, agents appointed by Kemper’s subsidiary, The Reliable Life Insurance Company, and who are employed by United Insurance, are also appointed by Capitol and ORCC to sell property insurance products for the Company’s Life & Health Insurance segment. The Company also provides certain investment services to Capitol and ORCC. 126 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 22. FAIR VALUE MEASUREMENTS The Company classifies its Investments in Fixed Maturities and Equity Securities as available for sale and reports these investments at fair value. The Company has elected the fair value option method of accounting for investments in certain hedge funds and, accordingly, reports these investments at fair value. The Company classifies certain investments in mutual funds included in Other Investments as trading securities and reports these investments at fair value. The Company has a derivative instrument that is classified as a cash flow hedge and reported in Other Liabilities at fair value at December 31, 2017. The Company had a separate derivative instrument that was classified as a cash flow hedge and reported in Other Assets at fair value at December 31, 2016. The Company has no material liabilities that are measured and reported at fair value. The valuation of assets and liabilities measured at fair value in the Company’s Consolidated Balance Sheet at December 31, 2017 is summarized below. Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured at Net Asset Value Fair Value DOLLARS IN MILLIONS Fixed Maturities: U.S. Government and Government Agencies and Authorities ............... $ States and Political Subdivisions....... Foreign Governments ........................ Corporate Securities: Bonds and Notes ........................... Redeemable Preferred Stocks ....... Collateralized Loan Obligations ... Other Mortgage- and Asset- backed ....................................... Total Investments in Fixed Maturities.... Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate ......................................... Other Industries ............................ Common Stocks: Finance, Insurance and Real Estate ......................................... Other Industries ............................ Other Equity Interests: Exchange Traded Funds................ Limited Liability Companies and Limited Partnerships ................. Total Investments in Equity Securities... Fair Value Option Investments: Limited Liability Companies and Limited Partnerships Hedge Funds Other Investments: Trading Securities.............................. Other Liabilities: $ 115.8 — — $ 440.3 1,701.8 3.2 — — — — 115.8 — — 7.0 0.7 219.5 — 227.2 — 6.7 2,579.1 — 46.6 1.1 4,772.1 55.7 12.3 0.1 0.4 — — 68.5 — — — — — 401.5 0.1 93.2 — 494.8 — 10.8 — 16.6 — 34.4 61.8 — — — $ — — 556.1 1,701.8 3.2 — — — — — — — — — — 168.5 168.5 77.5 — 2,980.6 0.1 139.8 1.1 5,382.7 55.7 23.1 7.1 17.7 219.5 202.9 526.0 77.5 6.7 Derivative Instrument Classified as Cash Flow Hedge........................... Total........................................................ $ — 349.7 $ (0.8) 4,839.8 $ — 556.6 $ — 246.0 $ (0.8) 5,992.1 127 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 22. FAIR VALUE MEASUREMENTS (Continued) At December 31, 2017, the Company had unfunded commitments to invest an additional $141.3 million in certain limited liability investment companies and limited partnerships that will be included in Other Equity Interests when funded. The valuation of assets measured at fair value in the Company’s Consolidated Balance Sheet at December 31, 2016 is summarized below. Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measured at Net Asset Value Fair Value $ 119.5 $ 216.8 $ — $ — $ 336.3 — — — — — — 1,711.1 3.4 2,541.6 — 19.3 2.1 119.5 4,494.3 — — 26.4 0.4 144.4 — 171.2 — 5.3 59.6 11.4 — 0.2 — — 71.2 — — 3.8 — 403.2 0.6 103.5 — 511.1 — 11.5 7.1 11.1 — 40.9 70.6 — — — — — — — — — — — — — — 168.7 168.7 1,714.9 3.4 2,944.8 0.6 122.8 2.1 5,124.9 59.6 22.9 33.5 11.7 144.4 209.6 481.7 111.4 111.4 — 5.3 DOLLARS IN MILLIONS Fixed Maturities: U.S. Government and Government Agencies and Authorities............... States and Political Subdivisions ...... Foreign Governments........................ Corporate Securities: Bonds and Notes........................... Redeemable Preferred Stocks....... Collateralized Loan Obligations... Other Mortgage- and Asset- backed ....................................... Total Investments in Fixed Maturities ... Equity Securities: Preferred Stocks: Finance, Insurance and Real Estate......................................... Other Industries ............................ Common Stocks: Finance, Insurance and Real Estate......................................... Other Industries ............................ Other Equity Interests: Exchange Traded Funds ............... Limited Liability Companies and Limited Partnerships................. Total Investments in Equity Securities .. Fair Value Option Investments: Limited Liability Companies and Limited Partnerships Hedge Funds......................................... Other Investments: Trading Securities ............................. Other Assets: Derivative Instrument Classified as Cash Flow Hedge .............................. Total ....................................................... $ — 296.0 $ 1.6 4,567.1 $ — 581.7 — 280.1 $ 1.6 5,724.9 128 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 22. FAIR VALUE MEASUREMENTS (Continued) The Company’s investments in Fixed Maturities that are classified as Level 1 in the two preceding tables primarily consist of U.S. Treasury Bonds and Notes. The Company’s investments in Equity Securities that are classified as Level 1 in the two preceding tables consist either of investments in publicly-traded common stocks or exchange traded funds. The Company’s investments in Fixed Maturities that are classified as Level 2 in the two preceding tables primarily consist of investments in corporate bonds, obligations of states and political subdivisions, and bonds and mortgage-backed securities of U.S. government agencies. The Company’s investments in Equity Securities that are classified as Level 2 in the two preceding tables primarily consist of investments in preferred stocks. The Company uses a leading, nationally recognized provider of market data and analytics to price the vast majority of the Company’s Level 2 measurements. The provider utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information. Because many fixed maturity securities do not trade on a daily basis, the provider’s evaluated pricing applications apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing to prepare evaluations. In addition, the provider uses model processes to develop prepayment and interest rate scenarios. The pricing provider’s models and processes also take into account market convention. For each asset class, teams of its evaluators gather information from market sources and integrate relevant credit information, perceived market movements and sector news into the evaluated pricing applications and models. The Company generally validates the measurements obtained from its primary pricing provider by comparing them with measurements obtained from one additional pricing provider that provides either prices from recent market transactions or quotes in inactive markets or evaluations based on its own proprietary models. The Company investigates significant differences related to the values provided. On completion of its investigation, management exercises judgment to determine the price selected and whether adjustments, if any, to the price obtained from the Company’s primary pricing provider would warrant classification of the price as Level 3. In instances where a measurement cannot be obtained from either pricing provider, the Company generally will evaluate bid prices from one or more binding quotes obtained from market makers to value investments in inactive markets and classified by the Company as Level 2. The Company generally classifies securities when it receives non-binding quotes or indications as Level 3 securities unless the Company can validate the quote or indication against recent transactions in the market. The Company’s investments in Fixed Maturities that are classified as Level 3 in the two preceding tables primarily consist of privately placed securities not rated by a Nationally Recognized Statistical Rating Organization and are priced primarily using a market yield approach. A market yield approach uses a risk-free rate plus a credit spread depending on the underlying credit profile of the security. For floating rate securities, the risk-free rate used in the market yield is the contractual floating rate of the security. For each individual security, the Company or the Company’s third party appraiser gathers information from market sources, relevant credit information, perceived market movements and sector news and determines an appropriate market yield for each security. The market yield selected is then used to discount the estimated future cash flows of the security to determine the fair value. The Company separately evaluates market yields based upon asset class to assess the reasonableness of the recorded fair value. For non-investment-grade investments in Fixed Maturities that are classified as Level 3, the two primary asset classes are senior debt and junior debt. Senior debt includes those securities that receive first priority in a liquidation and junior debt includes any fixed maturity security with other than first priority in a liquidation. The table below presents quantitative information about the significant unobservable inputs utilized by the Company in determining fair values for fixed maturity investments in corporate securities classified as Level 3 at December 31, 2017. DOLLARS IN MILLIONS Investment-grade ........................................................................ Market Yield Non-investment-grade: Unobservable Input Total Fair Value 96.2 $ Range of Unobservable Inputs Weighted Average Yield 3.0% - 6.7% 3.8% Senior Debt ............................................................................ Market Yield Junior Debt............................................................................. Market Yield Collateralized Loan Obligations (investment-grade and non- investment-grade) ....................................................................... Market Yield Other ........................................................................................... Various Total Fixed Maturity Investments in Corporate Securities......... 138.1 154.1 93.2 13.2 $ 494.8 4.5 9.6 4.3 - - - 15.7 24.3 10.6 10.0 12.9 7.8 129 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 22. FAIR VALUE MEASUREMENTS (Continued) The table below presents quantitative information about the significant unobservable inputs utilized by the Company in determining fair values for fixed maturity investments in corporate securities classified as Level 3 at December 31, 2016. DOLLARS IN MILLIONS Investment-grade ........................................................................ Market Yield Non-investment-grade: Unobservable Input Total Fair Value 106.1 $ Range of Unobservable Inputs Weighted Average Yield 2.7% - 5.1% 3.8% Senior Debt ............................................................................ Market Yield Junior Debt............................................................................. Market Yield Collateralized Loan Obligations ................................................. Market Yield Other ........................................................................................... Various Total Fixed Maturity Investments in Corporate Securities......... 142.2 143.3 103.5 16.0 $ 511.1 4.8 9.5 3.7 - - - 14.0 20.0 9.9 9.6 13.0 6.3 For an investment in a fixed maturity security, an increase in the yield used to determine the fair value of the security will decrease the fair value of the security. A decrease in the yield used to determine fair value will increase the fair value of the security, but the fair value increase is generally limited to par, unless callable at a premium, if the security is currently callable. The Company’s other investments that are classified as Level 3 primarily consist of Limited Liability Companies and Limited Partnerships, but also certain Preferred Stocks and Common Stocks. The Company either uses valuations provided by third party fund managers, third party appraisers, or that are generated internally. These valuations typically employ various valuation techniques commonly used in the industry, including earnings multiples based on comparable public securities, industry-specific non-earnings based multiples, market yields based on comparable public securities and discounted cash flow models. Information by security type pertaining to the changes in the fair value of the Company’s investments classified as Level 3 for the year ended December 31, 2017 is presented below. Fixed Maturities Equity Securities Corporate Bonds and Notes States and Political Sub- divisions Redeemable Preferred Stocks Collateralized Loan Obligations Other Mortgage- and Asset- backed Preferred and Common Stocks Other Equity Interests Total $ 403.2 $ 3.8 $ 0.6 $ 103.5 $ — $ 29.7 $ 40.9 $ 581.7 DOLLARS IN MILLIONS Balance at Beginning of Year................................. Total Gains (Losses): Included in Consolidated Statements of Income .. (5.7) (1.2) Included in Other Comprehensive Income... Purchases.............................. Settlements........................... Sales ..................................... Transfers into Level 3 .......... Transfers out of Level 3 ....... Balance at End of Year......... $ 4.9 171.0 (110.6) (40.8) 8.1 (28.6) 401.5 0.1 — (2.6) — 1.4 (1.5) $ — $ 0.1 (0.1) — (0.5) — — — 0.1 $ 1.5 2.4 34.0 (33.5) (7.9) 5.0 (11.8) 93.2 $ — — — — — — — — $ 1.4 3.4 4.6 — (8.2) — (3.5) 27.4 $ 4.0 0.1 (4.8) 3.1 — (8.8) — — 34.4 5.9 212.7 (147.2) (65.7) 14.5 (45.4) $ 556.6 The Company’s policy is to recognize transfers between levels as of the end of the reporting period. There were no transfers between Levels 1 and 2 for the year ended December 31, 2017. Transfers out of Level 3 were $45.4 million for the year ended December 31, 2017, of which $3.5 million was transferred into Level 1 due to an issuer’s initial public offering of the security and $41.9 million was transferred into Level 2 due to changes in the availability of market observable inputs. 130 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 22. FAIR VALUE MEASUREMENTS (Continued) Information by security type pertaining to the changes in the fair value of the Company’s investments classified as Level 3 for the year ended December 31, 2016 is presented below. Fixed Maturities Equity Securities Corporate Bonds and Notes States and Political Sub- divisions Redeemable Preferred Stocks Collateralized Loan Obligations Other Mortgage- and Asset- backed Preferred and Common Stocks Other Equity Interests Total DOLLARS IN MILLIONS Balance at Beginning of Year................................. $ 436.3 $ — $ 3.8 $ 87.3 $ 3.8 $ 30.0 $ 45.6 $ 606.8 Total Gains (Losses): Included in Consolidated Statement of Income .... Included in Other Comprehensive Income ... Purchases .............................. Settlements ........................... Sales ..................................... Transfers into Level 3........... Transfers out of Level 3 ....... Balance at End of Year ......... (23.0) (0.3) 0.9 203.7 (85.4) (114.5) — (14.8) $ 403.2 $ — — — — 4.1 — 3.8 — — — (3.2) — — — $ 0.6 $ — 4.3 29.1 (5.0) (1.9) — (10.3) 103.5 0.4 (1.7) (1.6) (26.2) (0.3) — (3.0) — — (0.9) 3.4 7.9 (5.2) (4.7) — — (2.4) 3.9 — (4.6) — — $ — $ 29.7 $ 40.9 5.9 244.6 (101.8) (125.7) 4.1 (26.0) $ 581.7 The Company’s policy is to recognize transfers between levels as of the end of the reporting period. There were no transfers between Levels 1 and 2 or Levels 1 and 3 for the year ended December 31, 2016. The transfers out of Level 3 for the year ended December 31, 2016 were due to changes in the availability of market observable inputs. The fair value of Debt is estimated using quoted prices for similar liabilities in markets that are not active. The inputs used in the valuation are considered Level 2 measurements. The fair value of Short-term Investments is estimated using inputs that are considered Level 1 or Level 2 measurements. NOTE 23. CONTINGENCIES In the ordinary course of its businesses, the Company is involved in legal proceedings, including lawsuits, regulatory examinations, audits and inquiries. Except with regard to the matters discussed below, based on currently available information, the Company does not believe that it is reasonably possible that any of its pending legal proceedings will have a material effecff t on the Company’s consolidated financial statements. Over the last several years there have been an array of initiatives that seek, in various ways, to impose new duties on life insurance companies to proactively search for information related to the deaths of their insureds. These initiatives, which can include legislation, unclaimed property audits, market conduct examinations and related litigation, could have the effect of altering the terms of Kemper’s life insurance subsidiaries’ existing life insurance contracts by imposing requirements that did not exist and were not contemplated at the time those companies entered into such contracts. In the third quarter of 2016, the Company voluntarily began implementing a comprehensive process to compare its life insurance records against one or more death verification databases to determine if any of its insureds may be deceased. See Note 2, “Summary of Accounting Policies and Accounting Changes,” to the Consolidated Financial Statements for discussion of the estimated financial impact of such voluntary action recognized in the Company’s Consolidated Financial Statements. Any attempt to estimate the ultimate outcomes of the aforementioned initiatives entails uncertainties including, but not limited to (i) the scope and interpretation of DMF statutes, including the matching criteria and methodologies to be used in comparing policy records against a DMF, (ii) the universe of policies affected, (iii) the results of audits, examinations and other actions by regulators and (iv) related litigation. 131 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 23. CONTINGENCIES (Continued) Gain Contingency In October 2015, Kemper’s subsidiary, Kemper Corporate Services, Inc. (“KCSI”), filed a demand for arbitration with the American Arbitration Association (“AAA”), claiming that Computer Services Corporation (“CSC”) had breached the terms of a master software license and services agreement and related agreements (collectively, the “Agreements”) by failing, among other things, to timely produce and deliver certain software to KCSI. CSC denied KCSI’s claims and filed a counterclaim. On April 1, 2017, CSC merged with a spin-off of the Enterprise Services business of Hewlett Packard Enterprise Company and is now known as DXC Technology Company (“DXC”). Currently, DXC’s stock is publicly traded on the New York Stock Exchange. In April 2017, the parties participated in an evidentiary hearing before a AAA-appointed arbitrator. Subsequently, the parties submitted post-hearing briefs, held closing arguments, and submitted proposed awards to the arbitrator. In October 2017, the arbitrator issued a Partial Final Award finding that CSC had breached the Agreements and awarding KCSI direct damages of $84.3 million plus pre-judgment interest at an annual rate of 9% pursuant to applicable law. KCSI subsequently filed a Motion to Confirm Arbitration Award in the U.S. District Court for the Northern District of Texas seeking confirmation and enforcement of the Partial Final Award and also submitted to the arbitrator a supplemental petition providing pre-judgment interest calculations and seeking an award for certain costs and expenses. In November 2017, the arbitrator issue a Final Award awarding KCSI direct damages against CSC of $84.3 million, prejudgment interest at the annual rate of 9% and costs and expenses in the amount of $7.2 million. KCSI then filed an Amended Motion to Confirm Arbitration Award seeking confirmation and enforcement of the Final Award. a ff d In December 2017, CSC filed a Petition to Vacate an Arbitration Award in the U.S. District Court for the Southern District of New York and a motion to stay the proceedings in Texas. Following briefing and a hearing, the New York district court denied CSC’s motion to stay the Texas action and instead stayed the New York action. The Texas district court then set a briefing schedule with regard to CSC’s motion to transfer venue to the Southern District of New York. Once venue is resolved, the parties will proceed with the confirmation and vacatur litigation. The Company cannot make any assurance as to the final amount of the judgment that may be entered in favor of KCSI or when it will be collected. The Final Award is treated as gain contingency for accounting purposes and accordingly, is not recognized in these Consolidated Financial Statements. NOTE 24. RELATED PARTIES Mr. Christopher B. Sarofim, a director of Kemper, is Vice Chairman and a member of the board of directors of Fayez Sarofim & Co. (“FS&C”), a registered investment advisory firm. In 2015, FS&C provided investment management services with respect to certain assets of Kemper’s subsidiary, Trinity, under an agreement between the parties. Trinity began reducing the amount of assets managed by FS&C in 2014, and completed the disposal of all the assets managed by FS&C in 2015. Investment Expenses incurred in connection with such agreement were $0.1 million for the year ended December 31, 2015. The Company’s Pension Plan had $171.8 million, $148.4 million and $137.2 million in assets managed by FS&C at December 31, 2017, 2016 and 2015, respectively, under an agreement with FS&C whereby FS&C provides investment management services with respect to certain funds of the plan. Investment Expenses incurred in connection with such agreement were $0.9 million, $0.8 million and $0.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company believes that the transactions described above have been provided on terms no less favorable to the Company than could have been negotiated with non-affiliated third parties. ff As described in Note 21, “Other Reinsurance,” to the Consolidated Financial Statements, the Company also has certain relationships with Capitol, a mutual insurance company that is owned by its policyholders, and its subsidiary, ORCC. 132 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 25. QUARTERLYLL FINANCIAL INFORMATION (Unaudited) DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS Revenues: , Earned Premiums......................................................................... Net Investment Income................................................................ Other Income ............................................................................... Net Realized Gains on Sales of Investments............................... Other-than-temporary Impairment Losses: Total Other-than-temporary Impairment Losses..................... Portion of Losses Recognized in Other Comprehensive Income................................................................................. Net Impairment Losses Recognized in Earnings......................... Total Revenues ................................................................................. Expenses: Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses............................................................... Insurance Expenses ..................................................................... Interest and Other Expenses ........................................................ Total Expenses.................................................................................. Income (Loss) from Continuing Operations before Income Taxes.. Income Tax Benefit (Expense) ......................................................... Income (Loss) from Continuing Operations .................................... Income (Loss) from Discontinued Operations ................................. Net Income (Loss) ............................................................................ $ Income (Loss) from Continuing Operations Per Unrestricted Share: Basic ............................................................................................ Diluted ......................................................................................... Net Income (Loss) Per Unrestricted Share: Basic ............................................................................................ Diluted ......................................................................................... Dividends Paid to Shareholders Per Share ....................................... $ $ $ $ $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ 0.24 $ Three Months Ended (Unaudited) Mar 31, 2017 Jun 30, 2017 Sep 30, 2017 Dec 31, 2017 Year Ended Dec 31, 2017 $ 563.4 $ 582.5 $ 598.2 $ 605.9 $ 2,350.0 81.6 0.9 10.5 77.1 1.0 26.4 85.9 1.0 8.1 82.6 1.1 11.5 327.2 4.0 56.5 (5.2) (2.6) (2.9) (3.7) (14.4) 0.2 (5.0) 651.4 477.4 158.0 19.5 654.9 (3.5) 3.1 (0.4) 0.1 (0.3) $ — (2.6) 684.4 447.4 163.5 21.4 632.3 52.1 (15.5) 36.6 — 36.6 $ 0.71 0.71 0.71 0.71 0.24 $ $ $ $ $ — (2.9) 690.3 440.1 163.7 18.2 622.0 68.3 (20.5) 47.8 (0.1) 47.7 0.92 0.92 0.92 0.92 0.24 $ $ $ $ $ $ (0.1) (3.8) 697.3 0.1 (14.3) 2,723.4 472.5 159.1 21.5 653.1 44.2 (8.3) 35.9 1.0 1,837.4 644.3 80.6 2,562.3 161.1 (41.2) 119.9 1.0 36.9 $ 120.9 0.69 0.69 0.71 0.71 0.24 $ $ $ $ $ 2.32 2.31 2.34 2.33 0.96 The sum of quarterly per share amounts may not equal per share amounts for the year due to differences in weighted-average shares and/or equivalent shares outstanding for each of the periods presented. 133 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 25. QUARTERLYLL FINANCIAL INFORMATION (Unaudited) (Continued) DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS Revenues: , Earned Premiums......................................................................... Net Investment Income................................................................ Other Income ............................................................................... Net Realized Gains on Sales of Investments............................... Other-than-temporary Impairment Losses: Total Other-than-temporary Impairment Losses..................... Portion of Losses Recognized in Other Comprehensive Income................................................................................. Net Impairment Losses Recognized in Earnings......................... Total Revenues ................................................................................. Expenses: Policyholders’ Benefits and Incurred Losses and Loss Adjustment Expenses............................................................... Insurance Expenses ..................................................................... Interest and Other Expenses ........................................................ Total Expenses.................................................................................. Income (Loss) from Continuing Operations before Income Taxes.. Income Tax Benefit (Expense) ......................................................... Income from Continuing Operations................................................ Income (Loss) from Discontinued Operations ................................. Net Income ....................................................................................... Three Months Ended (Unaudited) Mar 31, 2016 Jun 30, 2016 Sep 30, 2016 Dec 31, 2016 Year Ended Dec 31, 2016 $ 546.0 67.0 $ 553.7 73.7 $ 0.8 6.8 0.6 5.6 558.9 77.7 0.8 11.6 $ 561.4 79.9 $ 2,220.0 298.3 1.0 9.1 3.2 33.1 (9.6) (6.4) (8.3) (8.7) (33.0) 0.3 (9.3) 611.3 436.2 159.3 22.3 617.8 (6.5) 4.3 (2.2) 0.1 (2.1) $ $ — (6.4) 627.2 436.1 167.8 20.7 624.6 2.6 1.5 4.1 (0.1) 4.0 0.08 0.08 0.08 0.08 0.24 — (8.3) 640.7 — (8.7) 642.7 0.3 (32.7) 2,521.9 490.2 161.7 22.0 673.9 (33.2) 14.9 (18.3) 2.0 (16.3) $ (0.36) $ (0.36) $ (0.32) $ (0.32) $ $ 0.24 418.3 158.5 25.3 602.1 40.6 (11.5) 29.1 2.1 31.2 $ 0.56 0.56 0.60 0.60 0.24 $ $ $ $ $ 1,780.8 647.3 90.3 2,518.4 3.5 9.2 12.7 4.1 16.8 0.25 0.25 0.33 0.33 0.96 $ $ $ $ $ $ Income from Continuing Operations Per Unrestricted Share: Basic ............................................................................................ $ Diluted ......................................................................................... $ (0.04) $ (0.04) $ Net Income Per Unrestricted Share: Basic ............................................................................................ $ Diluted ......................................................................................... $ Dividends Paid to Shareholders Per Share ....................................... $ (0.04) $ (0.04) $ $ 0.24 The sum of quarterly per share amounts may not equal per share amounts for the year due to differences in weighted-average shares and/or equivalent shares outstanding for each of the periods presented. 134 Kemper Corporation and Subsidiaries Notes to the Consolidated Financial Statements (Continued) NOTE 26. SUBSEQUENT EVENTS On February 13, 2018, Kemper, Kemper Merger Sub and Infinity entered into the Infinity Merger Agreement under which Kemper will acquire Infinity in a cash and stock transaction valued at approximately $1.4 billion, plus assumption of certain of Infinity’s debt, or $129.00 per Infinity share; the exchange ratio for stock consideration to be issued in the merger is fixed and was determined based on Kemper’s 20-trading day volume weighted average price as of February 12, 2018 of $64.40. Based on Kemper’s February 12, 2018 closing stock price of $57.75, the implied total consideration is approximately $1.3 billion, or $121.01 per Infinity share. Pursuant to the Infinity Merger Agreement, Kemper Merger Sub will merge with and into Infinity, with Infinity surviving as a wholly owned subsidiary of Kemper. Infinity is a national provider of auto insurance focused on serving the specialty, nonstandard segment. With approximately 2,300 employees, 10,600 independent agents and $1.4 billion in 2017 direct written premiums, Infinity is one of the largest nonstandard auto insurers in the United States. Under the terms of the Infinity Merger Agreement, as of the effective time of the Infinity Merger (the “Effective Time”), each share of Infinity common stock issued and outstanding as of immediately prior to the Effective Time (other than as set forth in the Infinity Merger Agreement) will be canceled and converted into, at the election of the holder of such share, the right to, receive(i) $51.60 in cash and 1.2019 Kemper common shares for each share of Infinity common stock, without interest (the “Mixed Consideration”), (ii) an amount of cash for each share of Infinity common stock, without ff “Cash Consideration”) or (iii) a number of shares of Kemper common stock equal to 2.0031 (the “Stock Consideration”). Holders of Infinity common stock who do not make an election will receive the Mixed Consideration. The consideration to be paid to holders of Infinity common stock electing to receive the Cash Consideration or the Stock Consideration in connection with the Infinity Merger is subject to automatic adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Kemper common stock issued in the Infinity Merger is the same as what would be paid and issued if all holders of Infinity common stock were to receive the Mixed Consideration. Following the close of the Infinity Merger, Infinity shareholders are expected to own approximately 20% of the combined company on a pro-forma basis. interest, equal to $129.00 (the The Infinity Merger has been approved by the Board of Directors of each company and is expected to close in the third quarter of 2018, subject to the satisfaction or waiver of applicable closing conditions. Such closing conditions to which the completion of the Infinity Merger is subject include, among others, (i) adoption by Infinity shareholders of the Infinity Merger Agreement, (ii) approval by Kemper stockholders of the issuance of Kemper common stock in connection with the Infinity Merger, (iii) the expiration or termination of any applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain other regulatory approvals, (iv) the absence of any effective order issued by any court of competent jurisdiction or other legal restraint prohibiting or preventing the consummation of the Infinity Merger and (v) other closing conditions. ff 135 Report of Independent Registered Public Accounting Firm REPORTRR OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Kemper Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Kemper Corporation and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position, of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’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. 136 Report of Independent Registered Public Accounting Firm REPORTRR OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued) Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the 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. /s/ Deloitte & Touche LLP Chicago, Illinois February 13, 2018 We have served as the Company’s auditor since 2002. 137 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not Applicable Item 9A. Controls and Procedures. Disclosure Controls and Procedures The Company’s management, with participation of Kemper’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, Kemper’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by Kemper in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and accumulated and communicated to the Company’s management, including Kemper’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. d Changes in Internal Controls Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management Report on Internal Control Over Financial Reporting We, as management of the Company, are responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that: • • • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 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 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. Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2017, based on the control criteria established in a report entitled Internal Control—ll — Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that the Company’s internal control over financial reporting is effective as of December 31, 2017. issued in 2013 by the Committee of Integrated Framework, The independent registered public accounting firm of Deloitte & Touche LLP, as auditors of the consolidated financial statements of Kemper and its subsidiaries, has issued an attestation report on the effectiveness of management’s internal control — over financial reporting based on criteria established in Internal Control—ll Committee of Sponsoring Organizations of the Treadway Commission. Integrated Framework, issued in 2013 by the JOSEPH P. LACHER, JR. /S/ Joseph P. Lacher, Jr. President and Chief Executive Officer Kemper Corporation February 13, 2018 JAMES J. MCKINNEY /S/ James J. McKinney Senior Vice President and Chief Financial Officer Kemper Corporation 138 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting The attestation report of the independent registered public accounting firm, Deloitte & Touche LLP, on the Company’s internal control over financial reporting is included in Item 8 under the heading “Report of Independent Registered Public Accounting Firm,” and is incorporated herein by reference. Item 9B. Other Information. None 139 Item 10. Directors, Executive Officers and Corporate Governance. PART III The information required by this Item is incorporated herein by reference to the sections captioned “Meetings and Committees of the Board of Directors,” “Business Experience of Nominees,” “Executive Officers,” “Ownership of Kemper Common Stock” and “Corporate Governance” in the Proxy Statement for Kemper’s 2018 Annual Meeting of Shareholders. Kemper plans to file such proxy statement within 120 days after December 31, 2017, the end of Kemper’s fiscal year. Kemper’s code of ethics applicable to its chief executive officer, chief financial officer and principal accounting officer (“Code of Ethics for Senior Financial Executives”) is posted in the “Governance” section of Kemper’s website, kemper.com. Kemper also intends to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Ethics for Senior Financial Executives in the “Governance” section of its website. Item 11. Executive Compensation. The information required by this Item is incorporated herein by reference to the sections captioned “Executive Officer Compensation and Benefits,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement for Kemper’s 2018 Annual Meeting of Shareholders. The Compensation Committee Report to be included in such Proxy Statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act as a result of such furnishing in this Item 11. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is set forth in the table below and incorporated herein by reference to the section captioned “Ownership of Kemper Common Stock” in the Proxy Statement for Kemper’s 2018 Annual Meeting of Shareholders. Equity Compensation Plan Information Plan Category Equity Compensation Plans Approved by Security Holders Equity Compensation Plans Not Approved by Security Holders Total Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans or Programs (1) 1,012,279 $ — 1,012,279 $ 37.45 — 37.45 6,338,224 — 6,338,224 (1) Includes 677,949 shares reserved for future grants based on performance results under the terms of outstanding PSU awards. Kemper’s Omnibus Plan permits various stock-based awards including, but not limited to, stock options, stock appreciation rights, DSUs, RSUs, and PSUs. The design of the Omnibus Plan provides for fungible use of shares to determine the number of shares available for future grants, with a fungible conversion factor of three to one, such that the Share Authorization will be reduced at two different depending on the type of award granted. Each share of Kemper common stock issuable upon the exercise of stock options or stock appreciation rights will reduce the number of shares available for future grant under the Share Authorization by one share, while each share of Kemper common stock issued pursuant to “full value awards” will reduce the number of shares available for future grant under the Share Authorization by three shares. “Full value awards” are awards, other than stock options or stock appreciation rights, that are settled by the issuance of shares of Kemper common stock and include RSUs, PSUs and DSUs, if settled with stock. rates, ff 140 Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated herein by reference to the sections captioned “Related Person Transactions” and “Director Independence” in the Proxy Statement for Kemper’s 2018 Annual Meeting of Shareholders. Item 14. Principal Accounting Fees and Services. The information required by this Item is incorporated by reference to the section captioned “Independent Registered Public Accountant” in the Proxy Statement for Kemper’s 2018 Annual Meeting of Shareholders. 141 Item 15. Exhibits, Financial Statement Schedules. (a) Documents filed as part of this Report PART IV 1. Financial Statements. The consolidated balance sheets of Kemper and subsidiaries as of December 31, 2017 and 2016, and the consolidated statements of income, comprehensive income (loss), cash flows and shareholders’ equity for the years ended December 31, 2017, 2016 and 2015, together with the notes thereto and the report of Deloitte & Touche LLP thereon appearing in Item 8 are included in this 2017 Annual Report. 2. Financial Statement Schedules. The following four financial statement schedules are included on the pages immediately following the signature pages hereof. Schedules not listed here have been omitted because they are not applicable or not material or the required information is included in the Consolidated Financial Statements. a Schedule I Investments Other Than Investments in Related Parties Schedule II Parent Company Financial Statements Schedule III Supplementary Insurance Information Schedule IV Reinsurance Schedule The Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP, with regards to the Financial Statement Schedules listed above, is incorporated by reference to the Report of Independent Registered Public Accountant included in Item 8. 3. Exhibits. An Exhibit Index has been filed as part of this report on pages 143 through 147. (b) Exhibits. Included in Item 15(a)3 above (c) Financial Statement Schedules. Included in Item 15(a)2 above (( Item 16. Form 10-K Summary None 142 The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements. Exhibit Index Exhibit Number 3.1 3.2 4.1 4.2 4.3 4.4 10.1 10.2 10.3 10.4* 10.5* 10.6* 10.7* Exhibit Description Restated Certificate of Incorporation Amended and Restated Bylaws of Kemper Corporation Indenture, dated as of February 27, 2014, by and between Kemper Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee rr r First Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 27, 2014, by and between Kemper and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of 7.375% Subordinated Debentures due 2054). r r Second Supplemental Indenture, dated as of February 24, 2015, to the Indenture, dated as of February 27, 2014, between Kemper Corporation and The Bank of New York Mellon Trustee (including the Trust Company, N.A., as form of 4.350% Senior Notes due 2025) Form of Certificate Representing Shares of Kemper Corporation Common Stock r r Amended and Restated Credit Agreement, dated as of June 2, 2015, by and among Kemper, the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, swing line lender and issuing bank, and Wells Fargo Bank, National Association and Fifth Third Bank, as co-syndication agents Advances and Security Agreement and Addendum to Advances and Security Agreement, effective as of December 31, 2013, between Trinity Universal Insurance Company and the Federal Home Loan Bank of Dallas Advances, Collateral Pledge, and Security Agreement, dated as of March 18, 2014, between United Insurance Company of America and the Federal Home Loan Bank of Chicago Kemper Pension Equalization Plan, as amended and restated effective August 25, 2011, as amended by Amendment No. 2 effective September 16, 2013 Kemper Supplemental Retirement Plan, as amended and restated effective September 22, 2016 Kemper Non-Qualified Deferred Compensation Plan, as amended and restated effective March 16, 2016 Kemper 1995 Non-employee Director Stock Option Plan, as amended and restated effective February 3, 2009 Incorporated by Reference Form File Number 8-K 001-18298 8-K 001-18298 Exhibit Filing Date 3.2 August 8, 2014 3.3 August 8, 2014 8-K 001-18298 4.1 February 27, 2014 Filed or Furnished Herewith 8-K 001-18298 4.2 February 27, 2014 8-K 001-18298 4.2 February 24, 2015 10-K 001-18298 4.6 February 12, 2016 8-K 001-18298 10.1 June 8, 2015 10-K 001-18298 10.2 February 14, 2014 8-K 001-18298 10.1 March 21, 2014 10-K 001-18298 10.3 February 14, 2014 10-K 001-18298 10.5 February 13, 2017 10-Q 001-18298 10.3 May 5, 2016 10-K 001-18298 10.2 February 4, 2009 143 Exhibit Number 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* 10.24* 10.25* Exhibit Description Form of Stock Option Agreement under the Kemper 1995 Non-employee Director Stock Option Plan, as of February 1, 2006 Form of Stock Option Agreement under the Kemper 1995 Non-employee Director Stock Option Plan, as of February 3, 2009 Kemper 1997 Stock Option Plan, as amended and restated effective February 1, 2006 Form of Stock Option and SAR Agreement under the Kemper 1997 Stock Option Plan, as of February 1, 2006 Kemper 2002 Stock Option Plan, as amended and restated effective February 3, 2009 Form of Stock Option and SAR Agreement under the Kemper 2002 Stock Option Plan, as of February 1, 2006 Form of Stock Option Agreement (including stock appreciation rights) under the Kemper 2002 Stock Option Plan, as of February 1, 2011 Kemper 2011 Omnibus Equity Plan, as amended and restated effective October 30, 2013 Kemper 2011 Omnibus Equity Plan, as amended and restated effective February 8, 2017 Form of Stock Option and SAR Agreement for Non-employee Directors under the Kemper 2011 Omnibus Equity Plan, as of August 25, 2011 Form of Time-Vested Restricted Stock Award Agreement under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2013 Form of Stock Option and SAR Agreement for Non-employee Directors under the Kemper 2011 Omnibus Equity Plan, as of May 1, 2013 Form of Deferred Stock Unit Agreement for Non-employee Directors under the Kemper 2011 Omnibus Equity Plan, as of May 1, 2013 Form of Stock Option and SAR Agreement - Installment-Vesting form under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2014 Form of Stock Option and SAR Agreement - Cliff-Vesting Form under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2014 Form of Time-Vested Restricted Stock Unit Award Agreement - Installment-Vesting Form under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2014 Form of Time-Vested Restricted Stock Unit Award Agreement - Cliff-ff Vesting Form under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2014 Form of Performance-Based Restricted Stock Unit Award Agreement under the Kemper 2011 Omnibus Equity Plan, as of February 4, 2014 Incorporated by Reference Form File Number 10-Q 001-18298 Exhibit Filing Date 10.6 May 4, 2011 Filed or Furnished Herewith 10-K 001-18298 10.7 February 4, 2009 10-Q 001-18298 10.2 May 4, 2011 10-Q 001-18298 10.8 May 4, 2011 10-K 001-18298 10.4 February 4, 2009 10-Q 001-18298 10.9 May 4, 2011 10-K 001-18298 10.9 February 3, 2011 10-Q 001-18298 10.1 October 31, 2013 10-K 001-18298 10.17 February 13, 2017 10-K 001-18298 10.13 February 17, 2012 10-K 001-18298 10.24 February 15, 2013 10-Q 001-18298 10.1 May 2, 2013 10-Q 001-18298 10.2 May 2, 2013 10-K 001-18298 10.24 February 14, 2014 10-K 001-18298 10.25 February 14, 2014 10-K 001-18298 10.26 February 14, 2014 10-K 001-18298 10.27 February 14, 2014 10-K 001-18298 10.28 February 14, 2014 144 Exhibit Number 10.26* 10.27* 10.28* 10.29* 10.30* 10.31* 10.32* 10.33* 10.34* 10.35* 10.36* 10.37* 10.38* 10.39* Exhibit Description Form of Performance-Based Restricted Stock Unit Award Agreement under the Kemper 2011 Omnibus Equity Plan, as of February 26, 2016 Form of Performance-Based Restricted Stock Unit Award Agreement (Relative TSR) under the Kemper 2011 Omnibus Equity Plan, as of February 7, 2017 Form of Performance-Based Restricted Stock Unit Award Agreement (Adjusted ROE) under the Kemper 2011 Omnibus Equity Plan, as of February 7, 2017 Form of Stock Option and SAR Agreement - Installment-Vesting form under the Kemper 2011 Omnibus Equity Plan, as of February 7, 2017 Form of Time-Vested Restricted Stock Unit Award Agreement - Installment-Vesting Form under the Kemper 2011 Omnibus Equity Plan, as of February 7, 2017 Form of Performance Share Unit Award Agreement (Adjusted ROE) under the Kemper 2011 Omnibus Equity Plan, as of October 31, 2017 Form of Performance Share Unit Award Agreement (Relative TSR) under the Kemper 2011 Omnibus Equity Plan, as of October 31, 2017 d Form of Stock Option and SAR Agreement (Installment-Vesting) under the Kemper 2011 Omnibus Equity Plan, as of October 31, 2017 Form of Performance Share Unit Award Agreement (Adjusted ROE) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 d Form of Performance Share Unit Award Agreement (Relative TSR) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 Form of Restricted Stock Unit Award Agreement (Cliff Vesting) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 Form of Restricted Stock Unit Award Agreement (Installment Vesting) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 Form of Non-Qualified Stock Option and SAR Award Agreement (Cliff Vesting) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 Form of Non-Qualified Stock Option and SAR Award Agreement (Installment Vesting) under the Kemper 2011 Omnibus Equity Plan, as of February 6, 2018 Incorporated by Reference Form File Number 10-Q 001-18298 Exhibit Filing Date 10.1 May 5, 2016 Filed or Furnished Herewith 10-K 001-18298 10.29 February 13, 2017 10-K 001-18298 10.30 February 13, 2017 10-K 001-18298 10.31 February 13, 2017 10-K 001-18298 10.33 February 13, 2017 X X X X X X X X X 145 Exhibit Number 10.40* 10.41* 10.42* 10.43* 10.44* 10.45* 10.46* 12 Exhibit Description Kemper 2009 Performance Incentive Plan, as amended and restated effective February 4, 2014 Form of Multi-Year Incentive Award Agreement under the Kemper 2009 Performance Incentive Plan, as of February 4, 2014 Kemper Executive Performance Plan, effective February 4, 2014 Kemper is a party to individual Indemnification and Expense Advancement Agreements with each of its directors, as amended and restated effective February 1, 2012 Kemper is a party to individual severance agreements with the following executive officers: Joseph P. Lacher, Jr. (President and Chief Executive Officer) John M. Boschelli (Senior Vice President and Chief Investment Officer) Charles T. Brooks (Senior Vice President, Operations & Systems) C. Thomas Evans, Jr. (Senior Vice President, Secretary & General Counsel) Mark A. Green (Senior Vice President and President, Life & Health Division) Kan Yuk Andy Lau (Senior Vice President, Chief Data & Analytics) James J. McKinney (Senior Vice President and Chief Financial Officer) Christine F. Mullins (Senior Vice President, Chief Human Resources Officer) Richard Roeske (Vice President and Chief Accounting Officer) Duane A. Sanders (Senior Vice President and President, Property & Casualty Division) Each of the foregoing agreements is identical except that the multipliers for benefits related to bonus, severance, life insurance and health insurance are 150%, 3 years, 3 years and 36 months, respectively, for Mr. Lacher and 110%, 2 years, 2 years and 24 months, respectively, for the other officers. Separation Agreement, dated as of March 2, 2016, with Denise I. Lynch, former Vice President and Property & Casualty Group Executive of the Company Letter with Frank J. Sodaro, former Chief Financial Officer, dated October 7, 2016, with Separation Agreement included as Exhibit B and subsequently executed by the parties without material revision as of January 13, 2017 Ratios of Earnings to Fixed Charges Incorporated by Reference Form File Number 10-K 001-18298 Exhibit 10.32 February 14, 2014 Filing Date Filed or Furnished Herewith 10-K 001-18298 10.34 February 14, 2014 10-K 001-18298 10.35 February 14, 2014 8-K 001-18298 10.25 February 6, 2012 10-K 001-18298 10.42 February 13, 2017 10-Q 001-18298 10.2 May 5, 2016 10-Q 001-18298 10.1 November 3, 2016 X 146 Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date Subsidiaries of Kemper Corporation Consent of Deloitte & Touche LLP Power of Attorney (included on the signature page hereof) Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b) (32) of Regulation S-K) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K) XBRL Instance XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document Exhibit Number 21 23 24 31.1 31.2 32.1 32.2 101.1 101.2 101.3 101.4 101.5 101.6 Filed or Furnished Herewith X X X X X X X X X X X X X 147 POWER OF ATTORNEY Each person whose signature appears below on the following page hereby appoints each of Joseph P. Lacher, Jr., President and Chief Executive Officer, James J. McKinney, Senior Vice President and Chief Financial Officer, and Richard Roeske, Vice President and Chief Accounting Officer, so long as such individual remains an executive officer of Kemper Corporation, his true and lawful attorney-in-fact with authority together or individually to execute in the name of each such signatory, and with authority to file with the SEC, any and all amendments to this 2017 Annual Report of Kemper Corporation, together with any and all exhibits thereto and other documents therewith, necessary or advisable to enable Kemper Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, and requirements of the SEC in respect thereof, which amendments may make such other changes in the 2017 Annual Report as the aforesaid attorney-in-fact executing the same deems appropriate. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Kemper Corporation has duly caused this 2017 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 to be signed on its behalf by the undersigned, thereunto duly authorized, on February 13, 2018. KEMPER CORPORATION (Registrant) By: /S/ JOSEPH P. LACHER, JR. Joseph P. Lacher, Jr. President, Chief Executive Officer and Director 148 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Kemper Corporation in the capacities indicated on February 13, 2018. g /S/ ROBERTRR J. JOYCE Signature Robert J. Joyce /S/ JOSEPH P. LACHER, JR. Joseph P. Lacher, Jr. /S/ JAMES J. MCKINNEY James J. McKinney /S/ RICHARD ROESKE Richard Roeske /S/ GEORGE N. COCHRAN George N. Cochran /S/ KATHLEEN M. CRONIN Kathleen M. Cronin /S/ DOUGLAS G. GEOGA Douglas G. Geoga /S/ THOMAS M. GOLDSTEIN Thomas M. Goldstein /S/ LACY M. JOHNSON Lacy M. Johnson /S/ CHRISTOPHER B. SAROFIM Christopher B. Sarofim /S/ DAVID P. STORCH David P. Storch /S/ SUSAN D. WHITING Susan D. Whiting Chairman of the Board and Director Title President, Chief Executive Officer and Director (principal executive officer) Senior Vice President and Chief Financial Officer (principal financial officer) Vice President and Chief Accounting Officer (principal accounting officer) Director Director Director Director Director Director Director Director 149 [THIS PAGE INTENTIONALLY LEFT BLANK] KEMPER CORPORATION AND SUBSIDIARIES INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES DECEMBER 31, 2017 (Dollars in Millions) SCHEDULE I Amortized Cost Fair Value Amount Carried in Balance Sheet Fixed Maturities: Bonds and Notes: United States Government and Government Agencies and Authorities .............. $ States and Political Subdivisions ......................................................................... Foreign Governments Corporate Securities: 542.7 1,595.5 3.0 $ 556.1 1,701.8 3.2 $ 556.1 1,701.8 3.2 Other Bonds and Notes ................................................................................... Redeemable Preferred Stocks ......................................................................... Collateralized Loan Obligations ..................................................................... Other Mortgage- and Asset-backed................................................................. Total Investments in Fixed Maturities........................................................................... Equity Securities: Preferred Stocks........................................................................................................ Common Stocks........................................................................................................ Other Equity Interests ............................................................................................... Total Investments in Equity Securities .......................................................................... Fair Value Option Investments ...................................................................................... Equity Method Limited Liability Investments at Cost Plus Cumulative Undistributed Earnings .............................................................................................. Loans, Real Estate and Other Investments .................................................................... Short-term Investments ................................................................................................. Total Investments........................................................................................................... 2,745.8 0.1 134.1 0.4 5,021.6 68.2 15.5 392.5 476.2 77.5 2,980.6 0.1 139.8 1.1 5,382.7 78.8 24.8 422.4 526.0 77.5 2,980.6 0.1 139.8 1.1 5,382.7 78.8 24.8 422.4 526.0 77.5 161.0 422.2 235.5 $ 6,394.0 XXX.X XXX.X XXX.X 161.0 422.2 235.5 6,804.9 $ See Accompanying Report of Independent Registered Public Accounting Firm. SCH I-1 KEMPER CORPORATION PARENT COMPANY BALANCE SHEETS (Dollars in Millions) SCHEDULE II December 31, 2017 2016 ASSETS Investments in Subsidiaries ....................................................................................................................... Fixed Maturities at Fair Value (Amortized Cost: 2017 – $0.3; 2016 – $46.3).......................................... Equity Securities at Fair Value (Cost: 2017 – $6.1; 2016 – $5.2)............................................................. Fair Value Option Investments .................................................................................................................. Short-term Investments ............................................................................................................................. Cash ........................................................................................................................................................... Other Receivables...................................................................................................................................... Current Income Taxes................................................................................................................................ Other Assets............................................................................................................................................... Total Assets................................................................................................................................................ LIABILITIES AND SHAREHOLDERS’ EQUITY Senior Notes Payable, 6.00% due 2017 (Fair Value: 2016 – $365.3) ....................................................... $ Senior Notes Payable, 4.35% due 2025 (Fair Value: 2017 – $458.1; 2016 – $248.5) .............................. Subordinated Debentures due 2054 (Fair Value: 2017 – $156.5; 2016 – $157.1) .................................... Current Income Tax Liability .................................................................................................................... Deferred Income Tax Liability .................................................................................................................. Liabilities for Benefit Plans....................................................................................................................... Accrued Expenses and Other Liabilities ................................................................................................... Total Liabilities.......................................................................................................................................... Shareholders’ Equity: $ 2,646.0 0.3 6.7 77.5 104.4 8.4 3.8 — 5.8 $ 2,852.9 $ 2,575.5 46.3 5.3 111.4 120.0 15.7 3.4 2.4 7.5 $ 2,887.5 — $ 448.1 144.2 14.0 16.9 104.9 9.2 737.3 359.8 247.7 144.1 — 34.0 118.7 8.0 912.3 5.1 Common Stock ..................................................................................................................................... 673.1 Additional Paid-in Capital .................................................................................................................... 1,243.0 Retained Earnings................................................................................................................................. 194.4 Accumulated Other Comprehensive Income........................................................................................ 2,115.6 Total Shareholders’ Equity ........................................................................................................................ Total Liabilities and Shareholders’ Equity ................................................................................................ $ 2,852.9 5.1 660.3 1,172.8 137.0 1,975.2 $ 2,887.5 See Accompanying Report of Independent Registered Public Accounting Firm. SCH II-1 KEMPER CORPORATION PARENT COMPANY STATTT EMENTS OF INCOME (Dollars in Millions) For The Years Ended December 31, 2015 2016 2017 Net Investment Income.......................................................................................................... Net Realized Gains (Losses) on Sales of Investments .......................................................... Net Impairment Losses Recognized in Earnings................................................................... Total Revenues ...................................................................................................................... Interest Expense..................................................................................................................... Loss from Early Extinguishment of Debt.............................................................................. Other Operating (Benefits) Expenses.................................................................................... Total Operating Expenses...................................................................................................... Loss before Income Taxes and Equity in Net Income of Subsidiaries.................................. Income Tax Benefit ............................................................................................................... Loss before Equity in Net Income of Subsidiaries................................................................ Equity in Net Income of Subsidiaries.................................................................................... Net Income ............................................................................................................................ $ $ 3.0 0.6 — 3.6 36.6 — (5.1) 31.5 (27.9) 21.2 (6.7) 127.6 120.9 $ $ 2.0 0.1 — 2.1 45.2 — (6.1) 39.1 (37.0) 13.4 (23.6) 40.4 16.8 $ $ 1.7 (0.1) (1.6) — 47.3 9.1 17.6 74.0 (74.0) 26.5 (47.5) 133.2 85.7 See Accompanying Report of Independent Registered Public Accounting Firm. SCH II-2 PARENT COMPANY ST AA KEMPER CORPORATION ATTT EMENTS OF COMPREHENSIVE INCOME (Dollars in Millions) Net Income ............................................................................................................................ Other Comprehensive Income (Loss): $ Unrealized Holding Gains (Losses) Arising During the Year: Securities Held by Subsidiaries ................................................................................... Securities Held by Parent............................................................................................. Reclassification Adjustment for Amounts Included in Net Income: Securities Held by Subsidiaries ................................................................................... Securities Held by Parent............................................................................................. Unrealized Holding Gains (Losses).................................................................................. Unrecognized Postretirement Benefit Costs Arising During the Year.............................. Reclassification Adjustments for Amounts Included in Net Income: Curtailment Cost Recognized ...................................................................................... Amortization of Unrecognized Postretirement Benefit Costs ..................................... Total Reclassification Adjustments for Amounts Included in Net Income....................... Net Unrecognized Postretirement Benefit Costs .............................................................. Foreign Currency Translation Adjustments on Investments Held by Subsidiaries .......... Gain on Cash Flow Hedge................................................................................................ Other Comprehensive Income (Loss) before Income Taxes ................................................. Income Tax Benefit (Expense): Unrealized Holding Gains and Losses Arising During the Year: Securities Held by Subsidiaries ................................................................................... Securities Held by Parent............................................................................................. Reclassification Adjustment for Amounts Included in Net Income: Securities Held by Subsidiaries ................................................................................... Securities Held by Parent............................................................................................. Unrealized Holding Gains and Losses.............................................................................. Unrecognized Postretirement Benefit Costs Arising During the Year.............................. Reclassification Adjustments for Amounts Included in Net Income: Curtailment Cost Recognized ...................................................................................... Amortization of Unrecognized Postretirement Benefit Costs ..................................... Total Reclassification Adjustments for Amounts Included in Net Income....................... Net Unrecognized Postretirement Benefit Costs .............................................................. Foreign Currency Translation Adjustments on Investments Held by Subsidiaries .......... Gain on Cash Flow Hedge Income Tax Benefit (Expense) .............................................................................................. Other Comprehensive Income (Loss).................................................................................... Total Comprehensive Income (Loss)..................................................................................... $ For The Years Ended December 31, 2017 2015 2016 120.9 16.8 $ $ 85.7 119.5 (0.4) (35.3) — 83.8 3.9 — (0.6) (0.6) 3.3 1.7 (6.7) 82.1 (38.3) 0.1 12.3 — (25.9) (0.8) — 0.2 0.2 (0.6) (0.6) 2.4 (24.7) 57.4 178.3 $ (2.6) 0.2 0.2 — (2.2) 14.2 1.0 5.3 6.3 20.5 (0.3) 1.6 19.6 1.1 (0.1) (0.1) — 0.9 (5.0) (0.4) (1.9) (2.3) (7.3) 0.1 (0.6) (6.9) 12.7 29.5 $ (150.4) (1.5) (26.9) 1.5 (177.3) 3.0 — 23.1 23.1 26.1 (1.4) — (152.6) 53.4 0.5 9.4 (0.5) 62.8 (1.1) — (8.0) (8.0) (9.1) 0.5 — 54.2 (98.4) (12.7) See Accompanying Report of Independent Registered Public Accounting Firm. SCH II-3 KEMPER CORPORATION PARENT COMPANY STATTT EMENTS OF CASH FLOWS (Dollars in Millions) Operating Activities: Net Income........................................................................................................................ Adjustment Required to Reconcile Net Income to Net Cash Provided by Operations: Equity in Net Income of Subsidiaries .......................................................................... Cash Dividends from Subsidiaries............................................................................... Cash Received for Benefit Plan from Subsidiary ........................................................ Cash Contribution to Defined Benefit Plan ................................................................. Net Realized (Gains) Losses on Sales of Investments................................................. Net Impairment Losses Recognized in Earnings ......................................................... Loss from Early Extinguishment of Debt .................................................................... Other, Net..................................................................................................................... Net Cash Provided by Operating Activities........................................................................... Investing Activities: Capital Contributed to Subsidiary .................................................................................... Sales, Paydowns and Maturities of Fixed Maturities ....................................................... Purchases of Fixed Maturities .......................................................................................... Sales of Equity Securities ................................................................................................. Sales of Fair Value Option Investments............................................................................ Purchases of Fair Value Option Investments.................................................................... Acquisition of Business .................................................................................................... Change in Short-term Investments ................................................................................... Net Cash Provided (Used) by Investing Activities................................................................ Financing Activities: Net Proceeds from Issuance of Debt ................................................................................ Repayments of Debt ......................................................................................................... Cash Dividends Paid......................................................................................................... Common Stock Repurchases ............................................................................................ Cash Exercise of Stock Options ....................................................................................... Excess Tax Benefits on Share Based Awards ................................................................... Net Cash Used by Financing Activities................................................................................. Decrease in Cash ................................................................................................................... Cash, Beginning of Year........................................................................................................ Cash, End of Year .................................................................................................................. For The Years Ended December 31, 2015 2016 2017 $ 120.9 $ 16.8 $ 85.7 (127.6) 108.1 — — (0.6) — — 0.7 101.5 — 45.7 — — 42.2 (7.0) — 15.6 96.5 200.2 (360.0) (49.5) — 4.0 — (205.3) (7.3) 15.7 8.4 $ $ (40.4) 77.7 1.4 (9.0) (0.1) — — (9.3) 37.1 (52.9) 73.5 (77.9) 3.5 72.2 (21.0) — 14.8 12.2 — — (49.2) (3.8) 3.5 — (49.5) (0.2) 15.9 15.7 $ (133.2) 285.0 — — 0.1 1.6 9.1 41.6 289.9 (105.0) 11.8 (14.8) 9.4 — (111.0) (71.0) 90.3 (190.3) 247.3 (258.8) (49.7) (45.0) 3.9 0.7 (101.6) (2.0) 17.9 15.9 See Accompanying Report of Independent Registered Public Accounting Firm. SCH II-4 S C H I I I - 1 S e e A c c o m p a n y i n g R e p o r t o f I n d e p e n d e n t R e g i s t e r e d P u b l i c A c c o u n t i n g F i r m . t h e C o m p a n y i n c l u d e s t h e r e s u l t s o f t h e s e p r o p e r t y a n d c a s u a l t y i n s u r a n c e p r o d u c t s i n i t s L i f e & H e a l t h I n s u r a n c e s e g m e n t . ( 1 ) T h e C o m p a n y ’ s L i f e & H e a l t h I n s u r a n c e e m p l o y e e - a g e n t s a l s o m a r k e t c e r t a i n p r o p e r t y a n d c a s u a l t y i n s u r a n c e p r o d u c t s u n d e r c o m m o n m a n a g e m e n t . A c c o r d i n g l y , 2 0 1 7 2 0 1 6 2 0 1 5 T o t a l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 , 0 0 9 . 6 O t h e r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . L i f e & H e a l t h I n s u r a n c e ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9 4 . 4 — / N A N A / / N A P r o p e r t y & C a s u a l t y I n s u r a n c e . . . . . . . . . . . . . . . . . . . . . . $ 1 , 4 1 5 . 2 $ 1 , 4 0 6 . 2 T o t a l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 , 2 2 0 . 0 O t h e r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . L i f e & H e a l t h I n s u r a n c e ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0 5 . 2 — / N A N A / N A / P r o p e r t y & C a s u a l t y I n s u r a n c e . . . . . . . . . . . . . . . . . . . . . . $ 1 , 6 1 4 . 8 $ 1 , 6 2 0 . 9 T o t a l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 , 3 5 0 . 0 O t h e r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . L i f e & H e a l t h I n s u r a n c e ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1 4 . 0 — / N A N A / N A / $ $ $ $ $ P r o p e r t y & C a s u a l t y I n s u r a n c e . . . . . . . . . . . . . . . . . . . . . . $ 1 , 7 3 6 . 0 $ 1 , 7 6 9 . 6 $ 3 . 7 0 . 7 2 . 4 0 . 6 3 . 2 ( 0 . 1 ) 2 . 8 0 . 5 4 . 0 0 . 3 2 . 6 1 . 1 $ 3 0 2 . 6 $ 1 , 4 6 7 . 5 $ 2 5 7 . 4 $ 3 8 7 . 8 $ $ $ $ $ 2 1 4 . 2 1 5 . 1 3 8 1 . 3 — 7 3 . 3 $ 1 , 0 8 6 . 2 2 9 8 . 3 $ 1 , 7 8 0 . 8 2 1 3 . 2 1 2 . 7 4 6 1 . 6 — 7 2 . 4 $ 1 , 3 1 9 . 2 3 2 7 . 2 $ 1 , 8 3 7 . 4 2 2 1 . 5 1 1 . 4 3 8 7 . 4 — $ $ $ $ 2 1 3 . 1 4 4 . 3 — 2 9 9 . 3 — 2 5 2 . 1 4 7 . 2 3 1 8 . 3 5 3 . 5 — $ $ $ $ 9 4 . 3 $ 1 , 4 5 0 . 0 $ 2 6 4 . 8 $ 2 7 5 . 7 1 5 5 . 0 ( 4 2 . 9 ) 3 4 8 . 0 $ 3 3 2 . 0 $ 4 , 4 0 6 . 7 $ 6 1 8 . 7 2 6 6 . 7 1 3 3 . 6 ( 5 2 . 3 ) 3 2 5 . 9 ( 5 0 . 8 ) 2 5 8 . 7 1 1 8 . 0 $ $ $ 2 4 9 . 9 3 , 4 7 9 . 8 8 2 . 1 $ 8 8 4 . 1 — 4 2 . 8 3 6 5 . 3 $ 4 , 5 3 7 . 8 2 6 9 . 1 3 , 5 2 5 . 1 — 3 6 . 4 $ $ 5 9 2 . 0 2 6 . 7 — 6 5 3 . 9 2 8 . 3 — 9 6 . 2 $ 9 7 6 . 3 $ 6 2 5 . 6 P r e m i u m s E a r n e d W r i t t e n P r e m i u m s I n c o m e O t h e r I n c o m e I n v e s t m e n t N e t B e n e f i t s h o l d e r s ’ P o l i c y - a n d C l a i m s I n s u r a n c e C o s t s A c q u i s i t i o n P o l i c y O f D e f e r r e d A m o r t i z a t i o n E x p e n s e s I n s u r a n c e O t h e r C o s t s A c q u i s i t i o n P o l i c y D e f e r r e d R e s e r v e s I n s u r a n c e P r e m i u m s U n e a r n e d Y e a r E n d e d D e c e m b e r 3 1 , A t D e c e m b e r 3 1 ( D o l l a r s i n M i l l i o n s ) S U P P L E M E N T A R RR Y I N S U R A N C E I N F O R M A T I O N K E M P E R C O R P O R A T I O N A N D S U B S I D A R I E S I S C H E D U L E I I I KEMPER CORPORATION REINSURANCE SCHEDULE FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 (Dollars in Millions) SCHEDULE IV Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount Assumed to Net Year Ended December 31, 2017 Life Insurance in Force ........................................................ $ 19,208.7 Premiums: Life Insurance.................................................................. $ Accident and Health Insurance........................................ Property and Liability Insurance ..................................... Total Premiums..................................................................... Year Ended December 31, 2016 Life Insurance in Force ........................................................ Premiums: 366.8 171.0 1,757.5 $ 2,295.3 $ 20,889.0 Life Insurance.................................................................. Accident and Health Insurance........................................ Property and Liability Insurance ..................................... Total Premiums..................................................................... Year Ended December 31, 2015 Life Insurance in Force ........................................................ Premiums: $ 381.4 144.9 1,645.4 $ 2,171.7 $ 20,209.8 Life Insurance.................................................................. Accident and Health Insurance........................................ Property and Liability Insurance ..................................... Total Premiums..................................................................... $ 374.1 139.8 1,456.2 $ 1,970.1 $ $ $ $ $ $ $ $ $ 455.2 1.4 1.5 15.3 18.2 486.9 1.4 0.5 17.1 19.0 514.2 1.4 0.5 18.7 20.6 $ $ $ $ $ $ $ $ $ 184.0 $ 18,937.5 1.0% 1.1 5.4 66.4 72.9 $ 366.5 174.9 1,808.6 $ 2,350.0 0.3% 3.1% 3.7% 3.1% 195.0 $ 20,597.1 0.9 % 1.3 5.3 60.7 67.3 $ 381.3 149.7 1,689.0 $ 2,220.0 0.3 % 3.5 % 3.6 % 3.0 % 205.7 $ 19,901.3 1.0 % 1.4 5.6 53.1 60.1 $ 374.1 144.9 1,490.6 $ 2,009.6 0.4 % 3.9 % 3.6 % 3.0 % See Accompanying Report of Independent Registered Public Accounting Firm. SCH IV-1 THE FOLLOWING EXHIBITS ARE AVAILABLE IN THE INVESTOR SECTION OF KEMPER’S WEBSITE, KEMPER.COM UNDER THE HEADING, SEC FILINGS: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) EXHIBIT 10.31 (cid:882)FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (ADJUSTED ROE) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF OCTOBER 31, 2017 EXHIBIT 10.32 –FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (RELATIVE TSR) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF OCTOBER 31, 2017 EXHIBIT 10.33 –FORM OF STOCK OPTION AND SAR AGREEMENT (INSTALLMENT(cid:882)VESTING) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF OCTOBER 31, 2017 EXHIBIT 10.34 –FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (ADJUSTED ROE) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 EXHIBIT 10.35 –FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (RELATIVE TSR) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 EXHIBIT 10.36 –FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (CLIFF VESTING) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 EXHIBIT 10.37 –FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (INSTALLMENT VESTING) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 EXHIBIT 10.38 –FORM OF NON(cid:882)QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT (CLIFF VESTING) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 EXHIBIT 10.39 –FORM OF NON(cid:882)QUALIFIED STOCK OPTION AND SAR AWARD AGREEMENT (INSTALLMENT VESTING) UNDER THE KEMPER 2011 OMNIBUS EQUITY PLAN, AS OF FEBRUARY 6, 2018 KEMPER CORPORATION AND SUBSIDIARIES Exhibit 12 COMPUTATION OF CONSOLID AA ATED RATIOS OF EARNINGS TO FIXED CHARGES (Dollars in Millions) Income from Continuing Operations before Income Taxes ........... Less Equity in Earnings of Equity Method Limited Liability Investments ................................................................................. Plus Distribution of Accumulated Earnings in Equity Method Limited Liability Investments..................................................... Plus Fixed Charges......................................................................... Less Capitalized Interest ................................................................ Total Earnings................................................................................. Interest ............................................................................................ Rental Factor .................................................................................. Capitalized Interest......................................................................... $ $ Years Ended December 31, 2017 161.1 $ 2016 $ 3.5 $ 2015 100.3 2014 160.2 $ 2013 314.4 $ (24.8) (7.5) (19.0) (9.0) (26.4) 19.6 41.2 (1.4) 195.7 38.3 1.5 1.4 $ $ 15.7 50.2 (0.9) 61.0 47.8 1.5 0.9 $ $ 8.6 52.3 (0.8) 141.4 50.0 1.5 0.8 $ $ 21.7 52.9 (1.0) 224.8 50.3 1.6 1.0 $ $ 15.4 44.3 (0.9) 346.8 41.7 1.7 0.9 44.3 7.8 x Total Fixed Charges........................................................................ $ 41.2 $ 50.2 $ 52.3 $ 52.9 $ Ratio of Earnings to Fixed Charges (a) .......................................... 4.8 x 1.2 x 2.7 x 4.2 x (a) The ratios of earnings to fixed charges have been computed on a consolidated basis by dividing (a) Income from Continuing Operations before Income Taxes less Equity in Earnings of Equity Method Limited Liability Investments, plus Distribution of Accumulated Earnings of Equity Method Limited Liability Investments, plus fixed charges, and less capitalized interest, by (b) fixed charges. Fixed charges consist of interest on debt and a factor for interest included in rent expense. Income from Continuing Operations before Income Taxes has the meaning as set forth in the Consolidated Statements of Income included in our Annual Report on Form 10-K for the year ended December 31, 2017. Equity in Earnings of Equity Method Limited Liability Investments and Distribution of Accumulated Earnings of Equity Method Limited Liability Investments have the meanings as set forth in the Consolidated Statements of Cash Flows included in our Annual Report on Form 10-K for the year ended December 31, 2017. Subsidiaries of KEMPER CORPORATION Exhibit 21 Subsidiaries of Kemper Corporation, with their states of incorporation in parentheses, are as follows: 1. Alliance United Group, LLC (California) 2. Alliance United Insurance Company (California) 3. Alliance United Insurance Services, LLC (California) 4. Alpha Property & Casualty Insurance Company (Wisconsin) 5. Capitol County Mutual Fire Insurance Company (Texas)* 6. Charter Indemnity Company (Texas) 7. Direct Response Corporation (Delaware) 8. Family Security Funerals Company (Texas) 9. Financial Indemnity Company (Illinois) 10. KAHG LLC (Illinois) 11. Kemper Corporate Services, Inc. (Illinois) 12. Kemper Direct General Agency, Inc. (Texas) 13. Kemper Financial Indemnity Company (Illinois) 14. Kemper General Agency, Inc. (Texas) 15. Kemper Independence Insurance Company (Illinois) 16. Merastar Industries LLC (Delaware) 17. Merastar Insurance Company (Illinois) 18. Mutual Savings Fire Insurance Company (Alabama) 19. Mutual Savings Life Insurance Company (Alabama) 20. NCM Management Corporation (Delaware) 21. Old Reliable Casualty Company (Missouri)* 22. The Reliable Life Insurance Company (Missouri) 23. Reserve National Insurance Company (Oklahoma) 24. Response Insurance Company (Illinois) 25. Response Worldwide Direct Auto Insurance Company (Illinois) 26. Response Worldwide Insurance Company (Illinois) 27. Security One Agency LLC (Illinois) 28. Trinity Universal Insurance Company (Texas) 29. Union National Fire Insurance Company (Louisiana) 30. Union National Life Insurance Company (Louisiana) 31. United Casualty Insurance Company of America (Illinois) 32. United Insurance Company of America (Illinois) 33. Unitrin Advantage Insurance Company (New York) 34. Unitrin Auto and Home Insurance Company (New York) 35. Unitrin County Mutual Insurance Company (Texas)* 36. Unitrin Direct Insurance Company (Illinois) 37. Unitrin Direct Property & Casualty Company (Illinois) 38. Unitrin Preferred Insurance Company (New York) 39. Unitrin Safeguard Insurance Company (Wisconsin) 40. Valley Property & Casualty Insurance Company (Oregon) 41. Warner Insurance Company (Illinois) a * May be deemed to be an affiliate pursuant to Rule 1-02 of SEC Regulation S-X. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23 We consent to the incorporation by reference in Registration Statement Nos. 33-58300, 333-4530, 333-86935, 333-76076, 333-87898 and 333-173877 on Form S-8 and Nos. 333-127215, 333-142722, 333-194032 and 333-217781 on Form S-3 of our report, dated February 13, 2018, relating to the consolidated financial statements and the financial statement schedules of Kemper Corporation and subsidiaries (the reporting appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2017. “Company”), and the effectiveness of the Company’s internal control over financial r /s/ Deloitte & Touche LLP Chicago, Illinois February 13, 2018 Exhibit 31.1 I, Joseph P. Lacher, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Kemper Corporation; CERTIFICATIONS 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact rr 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(s) 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 based on such evaluation; and ff procedures, as of the end of the period covered by this report (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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 13, 2018 JOSEPH P. LACHER, JR. /S/ Joseph P. Lacher, Jr. President and Chief Executive Officer Exhibit 31.2 I, James J. McKinney, certify that: 1. I have reviewed this annual report on Form 10-K of Kemper Corporation; CERTIFICATIONS 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact rr 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(s) 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 based on such evaluation; and ff procedures, as of the end of the period covered by this report (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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 13, 2018 JAMES J. MCKINNEY /S/ James J. McKinney Senior Vice President and Chief Financial Officer Certification of CEO 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 on Form 10-K of Kemper Corporation (the “Company”) for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Joseph P. Lacher, Jr., as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition ff and results of operations of the Company. JOSEPH P. LACHER, JR. /S/ Joseph P. Lacher, Jr. President and Chief Executive Officer February 13, 2018 Name: Title: Date: Certification of CFO 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 on Form 10-K of Kemper Corporation (the “Company”) for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James J. McKinney, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition ff and results of operations of the Company. Name: Title: Date: JAMES J. MCKINNEY /S/ James J. McKinney Senior Vice President and Chief Financial Officer February 13, 2018 [THIS PAGE INTENTIONALLY LEFT BLANK] Kemper Corporation Board of Directors Robert J. Joyce Chairman of the Board, Kemper Corporation Retired Chairman and Chief Executive Officer Westfield Group Lacy M. Johnson Partner Ice Miller, LLC. George N. Cochran Retired Chairman Global Financial Institutions Group Macquarie Capital Joseph P. Lacher, Jr. President and Chief Executive Officer Kemper Corporation Kathleen M. Cronin Senior Managing Director, General Counsel and Corporate Secretary CME Group Inc. Christopher B. Sarofim Vice Chairman Fayez Sarofim & Co. Douglas G. Geoga President and Chief Executive Officer Salt Creek Hospitality, LLC David P. Storch Chairman and Chief Executive Officer AAR Corp. Thomas M. Goldstein Leadership Advisor and Retired Financial Service Executive Susan D. Whiting Executive Advisor and Retired Executive with Nielsen Holdings plc Kemper Corporation Senior Executives Joseph P. Lacher, Jr. President and Chief Executive Officer Andy Lau Senior Vice President and Chief Data and Analytics Officer John M. Boschelli Senior Vice President and Chief Investment Officer James J. McKinney Senior Vice President and Chief Financial Officer Charles T. Brooks Senior Vice President, Operations & Systems Christine F. Mullins Senior Vice President and Chief Human Resources Officer C. Thomas Evans, Jr. Senior Vice President, Secretary & General Counsel Duane A. Sanders President, Property & Casualty Division Mark A. Green President, Life & Health Division Kemper Corporation Information Stock Listing Kemper Corporation is traded on the New York Stock Exchange under the symbol KMPR Common Stock Transfer Agent/Registrar Please direct questions regarding stock registration, change of address, change of name or transfer to: Computershare P.O. Box 505000 Louisville, KY 40233 US and Canada: 877.282.1168 International: +1 781.575.4238 computershare.com/investor Independent Registered Public Accounting Firm Deloitte & Touche LLP 111 South Wacker Drive Chicago, IL 60606 Investor Relations Todd Barton Kemper Corporation One East Wacker Drive Chicago, IL 60601 312.661.4930 investors@kemper.com One East Wacker Drive Chicago, IL 60601 kemper.com 

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