Safety Insurance Group Inc.
Annual Report 2019

Plain-text annual report

S A F E T Y I N S U R A N C E A U T O • H O M E • B U S I N E S S 2 0 1 9 A N N U A L R E P O R T A N D F O R M 1 0 - K 2019 AN N UAL REPORT TO OU R SHAR EHOLDERS A U TO H O M E B U S I N E S S The key to our success: SERVICE. The key to our customers’ success: SAFETY. Safety Insurance was founded in 1979 with a belief that we would succeed as a company if customers were given the best possible service. As we’ve grown and expanded our product line to include a full portfolio of property and casualty insurance products, staying committed to that belief has meant even more. At Safety, we do everything possible to make it easy for our agents and policyholders to do business with us. Today, Safety is the third largest private passenger automobile carrier, the largest commercial automobile carrier, and the third largest homeowners carrier in Massachusetts. We support our network of independent agents with state of the art tools that make the ease and convenience of doing business with Safety second to none. Together with our agents, Safety Insurance remains a premier provider of property and casualty insurance in Massachusetts, New Hampshire, and Maine. We’ll continue this tradition into the future. Dear Fellow Shareholders: As I write this letter, Safety Insurance Group recognizes the current COVID-19 pandemic as a dynamic situation. We have taken actions that address the health and well-being of our employees while still serving the needs of our clients. We quickly activated our robust Business Continuity Plan which ensured that our core business operations continued to provide the high levels of service that our policyholders and agents have come to expect from Safety. We are well-versed in managing operations in challenging times and we are confident that we will navigate this unprecedented situation together with minimal disruptions. Looking back at 2019, Safety Insurance Group had another successful year with realized net income of $99.6 million or $6.46 of earnings per share. We again achieved operating profitability and have successfully maintained our strong financial position with total shareholders’ equity increasing to $808.4 million as of December 31, 2019 compared to $718.6 million as of December 31, 2018. Our operating earnings per share, which exclude the impact of changes in unrealized gains on equity investments, realized gains on investments, and other- than-temporary impairments, was $5.25 in 2019 compared to $6.12 in 2018. The closing price of our stock on December 31, 2019 was $92.53 per share, resulting in a 2019 total dividend adjusted shareholder return of 17.2% for the year. Over the past three years, our total dividend adjusted shareholder return is Cash Dividends Paid Per Common Share (Dollars) $2.80 $2.80 $3.00 40.8%. Our dividends paid to shareholders during the year were $3.40 per share Cash Flows from Operations (Dollars in Millions) Total Revenues1 (Dollars in Millions) representing a 6% increase from the previous year. Net Income (Dollars in Millions) Total Assets (Dollars in Billions) $3.20 $3.40 $797.95 $819.82 $839.10 $852.80 $856.30 Our total revenues for 2019, excluding changes in unrealized gains on equity $98.82 investments were $856.3 million, a $3.5 million increase over our 2018 total $82.04 $127.70 $112.50 $99.60 $83.20 $1.70 $1.76 $1.81 $1.86 $2.02 $64.59 $62.39 revenues of $852.8 million. This growth was principally the result of increases in net earned and net written premiums, primarily in our commercial automobile and homeowners business lines. Our loss and expense ratios were 64.6% and $22.89 $(13.85) 2015 2016 2017 2018 2019 31.0% in 2019 compared to 62.1% and 31.6% in 2018. The overall combined ratio 2018 2017 2015 2017 2018 2015 2019 2016 2016 was 95.6% in 2019 compared to 93.7% in 2018. 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Cash Dividends Paid Per Common Share (Dollars) $2.80 $2.80 $3.00 Total Revenues1 (Dollars in Millions) Cash Flows from Operations (Dollars in Millions) Net Income (Dollars in Millions) Total Assets (Dollars in Billions) $3.20 $3.40 $797.95 $819.82 $839.10 $852.80 $856.30 $127.70 $112.50 $98.82 $82.04 $99.60 $83.20 $1.70 $1.76 $1.81 $1.86 $2.02 $64.59 $62.39 $22.89 $(13.85) 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 1) 2018 and 2019 exclude the change in unrealized gains/losses on equity investments 2015 2016 Safety Insurance Annual Report 2019 1 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Our strategy of providing agents with unparalleled service and value has enabled Safety to establish strong relations and capture a larger share of the total business. Cash Dividends Paid Per Common Share (Dollars) $2.80 $2.80 $3.00 $3.20 $3.40 $797.95 $819.82 $839.10 $852.80 $856.30 Total Revenues1 (Dollars in Millions) Cash Flows from Operations (Dollars in Millions) $127.70 $112.50 $98.82 $82.04 $22.89 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 To achieve our goal of increasing shareholders’ value, our long-standing strategy is to maintain and develop strong independent agent relationships. In contrast to some of our competitors, Safety distributes its products exclusively through independent agents. We continue to work with our extensive network of agents throughout Massachusetts, New Hampshire and Maine. We provide them with a full suite of insurance products and information technology services, which enables them to better serve their customers and more easily conduct business with us. Our strategy of providing agents with unparalleled service and value has enabled Safety to establish strong relationships with agency partners and to capture a larger share of the total business written by each agent. We position ourselves as the preferred insurance carrier for those agents and are ranked first or second in over 70% of their agencies based on direct written premium. We have translated our competitive advantage and extensive knowledge of the market to become the largest commercial automobile carrier, the third largest private passenger automobile carrier and the third largest homeowners carrier in Massachusetts. In the rapidly changing area of insurance technology, we are focused on systems modernization. Our new billing system became fully operational in 2020 and the first phase of our modernized claims system will come on-line later this year with a target to be fully completed by the end of 2021. We also continue to innovate through the use of telematics, robotic processing automation and developments in business intelligence. We recently established a dedicated internal department of individuals Net Income who use these tools to enhance the customer and independent agent experience. (Dollars in Millions) Total Assets (Dollars in Billions) Our investment objective continues to focus on maximizing total returns while $99.60 $2.02 investing conservatively. Net effective annual yield on our investment portfolio was $1.70 $83.20 $1.76 $1.81 $1.86 $64.59 $62.39 3.4% for the year ended December 31, 2019 compared to 3.3% for the year ended December 31, 2018. Our duration on fixed maturities was 3.3 years at December 31, 2019 compared to 3.6 years at December 31, 2018. We continue to believe that our current portfolio position and strong underlying operating cash flow provides $(13.85) sufficient liquidity to meet our needs. As of December 31, 2019, Safety held 2015 2018 $44.4 million in cash and cash equivalents and we have no outstanding debt. 2017 2015 2019 2017 2016 2016 2018 2019 Cash Dividends Paid Per Common Share (Dollars) $2.80 $2.80 $3.00 $3.20 $3.40 $797.95 $819.82 $839.10 $852.80 $856.30 Total Revenues1 (Dollars in Millions) Cash Flows from Operations (Dollars in Millions) Net Income (Dollars in Millions) Total Assets (Dollars in Billions) $127.70 $112.50 $98.82 $82.04 $99.60 $83.20 $1.70 $1.76 $1.81 $1.86 $2.02 $64.59 $62.39 $22.89 $(13.85) 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2 Safety Insurance Annual Report 2019 2017 2016 2015 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Cash Dividends Paid Per Common Share (Dollars) $2.80 $2.80 $3.00 Total Revenues1 (Dollars in Millions) $3.20 $3.40 $797.95 $819.82 $839.10 $852.80 $856.30 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Our insurance subsidiaries ‘‘A’’ (Excellent) rating was reaffirmed by A.M. Best on April 23, 2019. In reaffirming the rating, A.M. Best recognized our solid risk- adjusted capitalization, historically strong operating income, favorable loss reserve development, and market position as a leading property and casualty insurance writer in the New England region. A.M. Best also noted our low investment leverage and disciplined underwriting approach as important strengths. Our commitment to environmental, social and governance (“ESG”) causes are incorporated into our corporate culture. For example, we conduct most of our operations in a building that was remodeled in 2018 to update lighting, heating, ventilation and air conditioning systems with state-of-the-art and environmentally focused technologies. In addition, approximately half of our employees take part in a work from home program that helps contribute to a flexible work-life balance and allows the Company to minimize the footprint required at our home office. This additionally limits our workforce’s commute which benefits the environment. We create a workplace where all employees are treated with dignity and respect, and individual differences are valued, all with the goal of securing the trust and satisfaction of our employees. The Company is committed to a policy of inclusiveness and is committed to actively seeking out highly qualified candidates with diverse gender, race, color, religion, ethnicity, age, marital status, handicap, sexual orientation, gender identity or expression, and backgrounds. We foster this culture through our robust learning and development program and our competitive Cash Flows from Operations (Dollars in Millions) compensation and health and benefit programs. Furthermore, we incorporate Net Income (Dollars in Millions) ESG factors into our investment selection and measure our exposure to ESG risks $99.60 $127.70 at both the individual asset class and total portfolio levels. $112.50 $83.20 $98.82 With the support of an experienced, knowledgeable and dedicated senior $82.04 $64.59 $62.39 management team, we continue to achieve operational and financial excellence. The ongoing commitment and support of our employees, allows us to continually $22.89 provide the best service possible to our independent agent partners and $(13.85) policyholders. This has resulted in a history of strong returns and enduring value 2019 for our shareholders. We appreciate your long-term participation as a shareholder 2019 2016 2017 2018 2018 2016 2017 2015 2015 of Safety Insurance Group. Sincerely, George M. Murphy President and Chief Executive Officer With the support of an experienced, knowledgeable and dedicated senior management team, we continue to achieve operational and financial excellence. Total Assets (Dollars in Billions) $1.70 $1.76 $1.81 $1.86 $2.02 2015 2016 2017 2018 2019 Safety Insurance Annual Report 2019 3 AUTO Private passenger automobile insurance is our primary product representing 54.8% of our direct written premiums. We also offer insurance for commercial vehicles used for business purposes, insuring individual vehicles as well as commercial fleets, which represented 17.3% of our direct written premium in 2019. We are the third largest private passenger automobile carrier and the largest commercial automobile carrier in Massachusetts, capturing approximately 8.8% and 15.3% of the respective markets. 4 Safety Insurance Annual Report 2019 Written Premiums (Dollars in Thousands) Written Premiums (Dollars in Thousands) Written Premiums (Dollars in Thousands) $576,200 $588,486 $598,437 $608,968 $613,874 $182,128 $187,623 $170,410 $193,482 $196,764 $39,120 $40,945 $41,256 $41,225 $41,766 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019  HOME We write policies on homes, condominiums, and apartments and offer a broad selection of coverage forms for qualified policyholders. Over Written Premiums (Dollars in Thousands) the last five-year period ending in 2019, we have seen an increase in direct written premium of $608,968 $613,874 $588,486 $598,437 $576,200 15.5%. Homeowners’ business represents 23.0% Written Premiums (Dollars in Thousands) Written Premiums (Dollars in Thousands) $182,128 $187,623 $170,410 $193,482 $196,764 $39,120 $40,945 $41,256 $41,225 $41,766 of our total direct written premium. 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Safety Insurance Annual Report 2019 5 COMMERCIAL PROPERTY PRODUCTS We offer business owner policies providing liability and property coverage to small and medium- Written Premiums sized commercial accounts. For larger commercial (Dollars in Thousands) accounts, or clients that require more specialized or Written Premiums (Dollars in Thousands) tailored coverages, we offer a commercial package $193,482 $182,128 $187,623 policy program that covers a more extensive range $170,410 $196,764 $39,120 $40,945 $41,256 $41,225 $41,766 Written Premiums (Dollars in Thousands) $576,200 $588,486 $598,437 $608,968 $613,874 of business enterprises. 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2 Safety Insurance Annual Report 2018 6 Safety Insurance Annual Report 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (cid:1409)(cid:3) (cid:1407)(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50070 SAFETY INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-4181699 (I.R.S. Employer Identification No.) 20 Custom House Street, Boston, Massachusetts 02110 (Address of principal executive offices including zip code) (617) 951-0600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Shares, $0.01 par value per share SAFT The Nasdaq Stock Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1409) No (cid:1407)(cid:3) Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes (cid:1407) No (cid:1409)(cid:3) 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 (cid:1409) No (cid:1407)(cid:3) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:1409) No (cid:1407)(cid:3) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:1409)(cid:3) Non-accelerated filer (cid:1407) Accelerated filer (cid:1407) Smaller reporting company (cid:1407) Emerging growth company (cid:1407) 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. (cid:1407) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:302) No (cid:303)(cid:3) The aggregate market value of the registrant’s voting and non-voting common equity (based on the closing sales price on NASDAQ) held by non-affiliates of the registrant as of June 30, 2019, was approximately $1,392,875,671. As of February 10, 2020 there were 15,383,209 Common Shares with a par value of $0.01 per share outstanding. Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders to be held on May 20, 2020, which Safety Insurance Group, Inc. (the “Company”, “we”, “our”, “us”) intends to file within 120 days after its December 31, 2019 year-end, are incorporated by reference into Part II and Part III hereof. Documents Incorporated by Reference SAFETY INSURANCE GROUP, INC. Table of Contents Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 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 Exhibits, Financial Statement Schedules Form 10-K Summary Page 1 24 30 30 30 30 31 33 35 56 57 95 95 96 97 97 97 97 97 97 109 110 PART I. Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III. Item 10. Item 11. Item 12. Item 13. Item 14. PART IV. Item 15. Item 16 SIGNATURES In this Form 10-K, all dollar amounts are presented in thousands, except average premium, average claim and per claim data, share, and per share data. ITEM 1. BUSINESS PART I. General We are a leading provider of private passenger automobile, commercial automobile and homeowners insurance in Massachusetts. In addition to these coverages, we offer a portfolio of other insurance products, including dwelling fire, umbrella and business owner policies. Operating exclusively in Massachusetts, New Hampshire and Maine through our insurance company subsidiaries, Safety Insurance Company ("Safety Insurance"), Safety Indemnity Insurance Company ("Safety Indemnity") and Safety Property and Casualty Insurance Company ("Safety P&C") (together referred to as the "Insurance Subsidiaries"), we have established strong relationships with independent insurance agents, who numbered 892 in 1,120 locations throughout these three states during 2019. We have used these relationships and, in particular, our extensive knowledge of the Massachusetts market to become the third largest private passenger automobile carrier and the largest commercial automobile carrier in Massachusetts, capturing an approximate 8.8% and 15.3% share, respectively, of the Massachusetts private passenger and commercial automobile markets in 2019 according to statistics compiled by Commonwealth Automobile Reinsurers ("CAR"). We also are the third largest homeowners insurance carrier in Massachusetts with a 7.2% share of that market. We were ranked the 53rd largest automobile writer in the country according to S&P Global Market Intelligence, based on 2018 direct written premiums. We were incorporated under the laws of Delaware in 2001, but through our predecessors, we have underwritten insurance in Massachusetts since 1979. Our Insurance Subsidiaries began writing insurance in New Hampshire during 2008 and Maine in 2016. The table below shows the amount of direct written premiums written in each state during the years ended December 31, 2019, 2018, and 2017. Direct Written Premiums Massachusetts New Hampshire Maine Total Website Access to Information Years Ended December 31, 2019 2018 2017 819,534 31,676 1,194 852,404 $ $ 813,857 29,159 659 843,675 $ $ 799,427 27,637 252 827,316 $ $ The Internet address for our website is www.SafetyInsurance.com. All of our press releases and United States Securities and Exchange Commission ("SEC") reports are available for viewing or download at our website. These documents are made available as soon as reasonably practicable after each press release is made and SEC report is filed with, or furnished to, the SEC. Copies of any current public information about our company is available without charge upon written, telephone, faxed or e-mailed request to the Office of Investor Relations, Safety Insurance Group, Inc., 20 Custom House Street, Boston, MA 02110, Tel: 877-951-2522, Fax: 617-603-4837, or e-mail: InvestorRelations@SafetyInsurance.com. The materials on our website are not part of this report on Form 10-K nor are they incorporated by reference into this report and the URL above is intended to be an inactive textual reference only. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. 1 Our Competitive Strengths We Have Strong Relationships with Independent Agents. In 2019, Independent agents accounted for approximately 59.7% of the Massachusetts automobile insurance market measured by direct written premiums as compared to approximately 30.7% nationwide, based on data made available by Independent Insurance Agents and Brokers of America, Inc. and Commonwealth Automobile Reinsurers. For that reason, our strategy is centered around, and we sell exclusively through, a network of independent agents. In order to support our independent agents and enhance our relationships with them, we: (cid:120) (cid:120) (cid:120) provide our agents with a portfolio of property and casualty insurance products at competitive prices to help them effectively address the insurance needs of their clients; provide our agents with a variety of technological resources which enable us to deliver superior service and support to them; and offer our agents competitive commission schedules and profit sharing programs. Through these measures, we strive to become the preferred provider of the independent agents in our agency network and capture a growing share of the total insurance business written by these agents in Massachusetts, New Hampshire and Maine. We must compete with other insurance carriers for the business of independent agents. We Have a History of Profitable Operations. In 38 out of 39 years since our inception in 1979, we have been profitable. We have achieved our profitability, among other things, by: (cid:120) maintaining a consistent level of private passenger automobile premiums, which totaled $466,697 in 2019 compared to $468,187 in 2015. (cid:120) (cid:120) growing our commercial automobile premiums, which totaled $147,177 in 2019 compared to $108,013 in 2015; growing our homeowner premiums which totaled $196,764 in 2019 compared to $170,410 in 2015; (cid:120) maintaining a combined ratio that is typically below industry averages (refer to Insurance Ratios under Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion on insurance ratios); (cid:120) (cid:120) (cid:120) taking advantage of the institutional knowledge our management has amassed during its long tenure in the industry; introducing new lines and forms of insurance products; investing in technology to simplify internal processes and enhance our relationships with our agents; and (cid:120) maintaining a high-quality investment portfolio. We Have Developed Advanced Technology for Our Business. We have dedicated significant human and financial resources to the development of advanced information systems. Our technology efforts have benefited us in two distinct ways. First, we continue to develop technology that empowers our independent agent customers by making it easier for them to transact business with their clients and with the Insurance Subsidiaries. In our largest business line, private passenger automobile insurance, our agents submit approximately 99.0% of all applications for new policies or endorsements for existing policies to us electronically through our proprietary information portal, the Agents Virtual Community ("AVC"). Our agents also can submit commercial automobile and homeowners insurance policies electronically over the AVC. Second, our investment in technology has allowed us to re-engineer internal back office processes to provide more efficient service at a lower cost. 2 We Have an Experienced, Committed and Knowledgeable Management Team. Our senior management team has an average of over 30 years of experience with Safety and a demonstrated ability to operate successfully within the property and casualty market. Our Strategy To achieve our goal of increasing shareholder value, our strategy is to maintain and develop strong independent agent relationships by providing our agents with a full package of insurance products and information technology services. We believe this strategy will allow us to: (cid:120) (cid:120) (cid:120) further penetrate the Massachusetts, New Hampshire and Maine markets in all lines of business; implement rates, forms and billing options that allow us to cross-sell private passenger automobile, homeowners, dwelling fire, and personal umbrella policies in the personal lines market and commercial automobile, business owner policies, commercial property package and commercial umbrella policies in the commercial lines market in order to capture a larger share of the total Massachusetts, New Hampshire and Maine property and casualty insurance business written by each of our independent agents; and continue to expand our technology to enable independent agents to more easily serve their customers and conduct business with us, thereby strengthening their relationships with us. Property and Casualty Insurance Market Introduction. We are licensed by the respective state insurance departments to transact property and casualty insurance in Massachusetts, New Hampshire, and Maine. All of our business is regulated by these departments, with the most extensive oversight from our domestic regulator, the Massachusetts Division of Insurance. Products Historically, we have focused on underwriting private passenger automobile insurance, which is written through our subsidiary, Safety Insurance. In 1989, we formed Safety Indemnity to offer commercial automobile insurance at preferred rates. Since 1997, we have expanded the breadth of our product line in order for agents to address a greater portion of their clients' insurance needs by selling multiple products. Homeowners, business owner, personal umbrella, dwelling fire and commercial umbrella insurance policies are written by Safety Insurance at standard rates and written by Safety Indemnity at preferred rates. In December 2006, we formed Safety P&C to offer homeowners and commercial automobile insurance at ultra preferred rates. The table below shows our premiums in each of these product lines for the periods indicated and the portions of our total premiums each product line represented. Direct Written Premiums Private passenger automobile Commercial automobile Homeowners Business owners Personal umbrella Dwelling fire Commercial umbrella Total 2019 466,697 147,177 196,764 22,241 8,316 10,109 1,100 852,404 $ $ Years Ended December 31, 2018 54.8 % $ 17.3 23.0 2.6 1.0 1.2 0.1 100.0 % $ 469,340 139,628 193,482 22,182 8,132 9,829 1,082 843,675 55.6 % $ 16.6 22.9 2.6 1.0 1.2 0.1 100.0 % $ 2017 468,908 129,529 187,623 22,734 7,870 9,603 1,049 827,316 56.7 % 15.7 22.7 2.7 0.9 1.2 0.1 100.0 % 3 Our product lines are as follows: Private Passenger Automobile (54.8% of 2019 direct written premiums). Private passenger automobile insurance is our primary product. These policies provide coverage for bodily injury and property damage to others, no- fault personal injury coverage for the insured/insured's car occupants, and physical damage coverage for an insured's own vehicle for collision or other perils. Commercial Automobile (17.3% of 2019 direct written premiums). Commercial automobile policies provide coverage for bodily injury and property damage to others, no-fault personal injury coverage, and physical damage coverage for an insured's own vehicle for collision or other perils resulting from the ownership or use of commercial vehicles in a business. We offer insurance for commercial vehicles used for business purposes such as private passenger-type vehicles, trucks, tractors and trailers (excluding long-haul trucking), and insure individual vehicles as well as commercial fleets. Homeowners (23.0% of 2019 direct written premiums). We offer a broad selection of coverage forms for qualified policyholders. Homeowners policies provide coverage for losses to a dwelling and its contents from numerous perils, and coverage for liability to others arising from ownership or occupancy. We write policies on homes, condominiums, and apartments. Business Owner Policies (2.6% of 2019 direct written premiums). We serve eligible small and medium sized commercial accounts with a program that covers apartments and residential condominiums; mercantile establishments, including limited cooking restaurants; offices, including office condominiums; processing and services businesses; special trade contractors; and wholesaling businesses. Business owner policies provide liability and property coverage for many perils, including business interruption from a covered loss. Equipment breakdown coverage is automatically included, and a wide range of additional coverage is available to qualified customers. We write policies for business owners at standard rates with qualifying risks eligible for preferred lower rates. Personal Umbrella (1.0% of 2019 direct written premiums). We offer personal excess liability coverage over and above the limits of individual automobile, watercraft, and homeowner's insurance policies to clients. We write policies at standard rates with limits of $1,000 to $5,000. Dwelling Fire (1.2% of 2019 direct written premiums). We underwrite dwelling fire insurance, which is a limited form of a homeowner's policy for non-owner occupied residences. We write all forms of dwelling fire coverage at standard rates with qualifying risks eligible for preferred lower rates. Commercial Umbrella (0.1% of 2019 direct written premiums). We offer an excess liability product to clients for whom we underwrite both commercial automobile and business owner policies. The program is directed at commercial automobile risks with private passenger-type automobiles or light and medium trucks. We write commercial umbrella policies at standard rates with limits ranging from $1,000 to $5,000. Inland Marine (Included in our Homeowners direct written premiums). We offer inland marine coverage as an endorsement for all homeowners and business owner policies, and as part of our commercial package policy. Inland marine provides additional coverage for jewelry, fine arts and other items that a homeowners or business owner policy would limit or not cover. Scheduled items valued at more than $5 must meet our underwriting guidelines and be appraised. Watercraft (Included in our Homeowners direct written premiums). We offer watercraft coverage for small and medium sized pleasure craft with maximum lengths of 32 feet, valued at less than $75 and maximum speed of 39 knots. We write this coverage as an endorsement to our homeowner's policies. In the wake of the September 11, 2001 tragedies, the insurance industry also was impacted by terrorism, and we have filed and received approval for a number of terrorism endorsements, which limit our liability and property exposure 4 according to the Terrorism Risk Insurance Act of 2002, the Terrorism Risk Insurance Extension Act of 2005, the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization of 2015. See "Reinsurance," discussed below. Distribution We distribute our products exclusively through independent agents, unlike some of our competitors who use multiple distribution channels. We believe this gives us a competitive advantage with the agents. With the exception of personal automobile business assigned to us by the Massachusetts Automobile Insurance Plan (“MAIP”) or written through CAR’s commercial automobile Servicing Carrier program, we do not accept business from insurance brokers. Our voluntary agents have authority pursuant to our voluntary agency agreement to bind our Insurance Subsidiaries for any coverage that is within the scope of their authority. We reserve the ability to cancel any coverage bound, in accordance with applicable law. In total, our independent agents numbered 892 and had 1,120 offices (some agencies have more than one office) and approximately 10,114 customer service representatives during 2019. Voluntary Agents. In 2019, we obtained approximately 93.6% of our direct written premiums for automobile insurance and 100% of our direct written premiums for all of our other lines of business through our voluntary agents. As of December 31, 2019, we had agreements with 745 voluntary agents. Our voluntary agents are located in all regions of Massachusetts, New Hampshire and Maine. We look for agents with profitable portfolios of business. To become a voluntary agent for our Company, we generally require that an agency: (i) have been in business for at least five years; (ii) have exhibited a three year private passenger average ratio of losses, excluding loss adjustment expenses, to net earned premiums ("pure loss ratio") of 65.0% or less on the portion of the agent's portfolio that we would underwrite; (iii) make a commitment for us to underwrite at least 300 policies from the agency during the first twelve months after entering an agreement with us; and (iv) offer multiple product lines. Every year, we review the prior year performance of our agents. If an agent fails to meet our profitability standards, we try to work with the agent to improve the profitability of the business it places with us. We generally terminate contracts each year with a few agencies, which, despite our efforts, have been consistently unable to meet our standards. Although independent agents usually represent several unrelated insurers, our goal is to be one of the top two insurance companies represented in each of our agencies, as measured by direct written premiums. No individual agency generated more than 6.7% of our direct written premiums in 2019. Massachusetts law guarantees that CAR provides motor vehicle insurance coverage to all qualified applicants. Under the MAIP, personal automobile policies are assigned to us for three years, unless the policyholder is offered a voluntary policy by another insurer. All Massachusetts agents are authorized to submit eligible business to the MAIP for random assignment to a carrier such as Safety Insurance. We are allocated all private passenger residual market business through the MAIP. CAR runs a reinsurance pool for ceded commercial automobile policies through the Commercial Automobile Program (the “Commercial Automobile Program”). CAR has appointed Safety and three other servicing carriers to process ceded commercial automobile insurance. Safety was reappointed for this program on January 1, 2017 for an additional five-year term. Approximately $197,200 of ceded premium is spread equitably among the four servicing carriers. Subject to the review of the Commissioner of the Division of Insurance of Massachusetts (“the Commissioner”), CAR sets the premium rates for commercial automobile policies reinsured through CAR and this reinsurance pool can generate an underwriting result that is a profit or deficit based upon CAR's rate level. This underwriting result is allocated among every Massachusetts commercial automobile insurance company, including us, based on a company's commercial automobile voluntary market share. CAR also runs a reinsurance pool for Taxi, Limousine and Car Service risks (the "Taxi/Limo Program"). CAR reappointed Safety as one of the two servicing carriers for this program on January 1, 2017 for an additional five-year term. Approximately $9,200 of ceded premium was spread equitably between the two servicing carriers. 5 We are assigned independent agents by CAR who can submit commercial business to us in the Commercial Automobile Program and the Taxi/Limo Program, and we classify those agents as Exclusive Representative Producers (“ERPs”). The table below shows our direct written exposures in each of our product lines for the periods indicated and the change in exposures for each product line. Line of Business Private passenger automobile: Voluntary agents MAIP Total private passenger automobile Commercial automobile: Voluntary agents ERP Total commercial automobile Other: Homeowners Business owners Personal umbrella Dwelling fire Commercial umbrella Total other Total Total voluntary agents 2019 Years Ended December 31, 2018 2017 Exposures Change Exposures Change Exposures Change 418,894 5,777 424,671 67,074 7,725 74,799 158,848 8,903 22,620 6,632 684 197,687 697,157 683,655 (1.6)% (29.1) (2.1) 5.4 (31.1) (0.1) (0.3) (2.2) (1.4) (2.9) 1.5 (0.6) (1.5) (0.7) 425,783 8,150 433,933 63,652 11,214 74,866 159,352 9,100 22,934 6,833 674 198,893 707,692 688,328 (2.0)% (17.6) (2.3) 2.0 (9.3) 0.1 (0.6) (4.2) (1.3) (4.0) (0.4) (1.0) (1.7) (1.3) 434,236 9,896 444,132 62,419 12,364 74,783 160,313 9,497 23,232 7,116 677 200,835 719,750 697,490 (2.8)% (10.0) (3.0) 1.8 24.8 5.0 (1.0) (8.6) (3.0) (2.1) (2.5) (1.6) (1.9) (2.1) In 2019, 64.2% of the private passenger automobile exposures we insure had an other than private passenger policy with us, compared to 61.7% and 60.3% in 2018 and 2017, respectively. In addition, 82.5% of our homeowners’ policyholders had a matching automobile policy with us in 2019 compared to 81.9% in 2018 and 81.7% in 2017. Marketing We view the independent agent as our customer and business partner. As a result, a component of our marketing efforts focuses on developing interdependent relationships with leading Massachusetts, New Hampshire and Maine agents that write profitable business and positioning ourselves as the preferred insurance carrier of those agents, thereby receiving a larger portion of each agent's aggregate business. Our principal marketing strategies to agents are: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) to offer a range of products, which we believe enables our agents to meet the insurance needs of their clients; to price our products competitively, including offering discounts when and where appropriate for safer drivers for our personal automobile products, loss-free credits for our homeowner products and also offering account discounts for policyholders that have more than one policy with us; to design, price and market our products to our agents for their customers to place all their insurance with us; to offer agents competitive commissions, with incentives for placing their more profitable business with us; and to provide a level of support and service that enhances the agent's ability to do business with its clients and with us. We have a comprehensive branding campaign using a variety of radio, television, digital and print advertisements. 6 Commission Schedule and Profit Sharing Plan. We have several programs designed to attract profitable new business from agents by paying them competitive commissions. We recognize our top performing agents by making them members of either our Chairman's Elite, Chairman's, President's, Executive's or Preferred Agent's Club. In 2019, members of these Clubs received a commission of up to 18.0% of premiums for each new private passenger auto policy, up to 22.0% of premiums for each new homeowner policy, up to 20.0% for each new commercial auto policy and up to 20.0% for each new commercial property policy. Further, we have a competitive agency incentive commission program under which we pay agents up to 7.5% of premiums based on the loss ratio on their business. Service and Support. We believe that the level and quality of service and support we provide helps differentiate us from other insurers. We have made a significant investment in information technology designed to facilitate our agents' business. Our AVC website helps agents manage their work efficiently. We provide a substantial amount of information online that agents need to serve their customers, such as information about the status of new policies, bill payments and claims. Providing this type of content reduces the number of customer calls we receive and empowers the agent's customer service representatives by enabling them to respond to customers' inquiries while the customer is on the telephone. Finally, we believe that the knowledge and experience of our employees enhances the quality of support we provide. Underwriting Our underwriting department is responsible for a number of key decisions affecting the profitability of our business, including: (cid:120) (cid:120) (cid:120) (cid:120) pricing of our private passenger automobile, commercial automobile, homeowners, dwelling fire, personal umbrella, business owner, commercial umbrella and commercial package products; developing new products, coverages, forms and discounts, as well as expansion into new states; determining underwriting guidelines for all our products; and evaluating whether to accept transfers of a portion of an existing or potential new agent's portfolio from another insurer. Pricing. Subject to the applicable state insurance department’s review, we set rates for all of our products using our own loss experience, industry loss cost data, residual market deficits, catastrophe modeling and prices charged by our competitors. We have three pricing segments for most products, utilizing Safety Insurance for standard rates, Safety Indemnity for preferred rates and Safety P&C for ultra preferred rates. Massachusetts Residual Automobile Insurance Markets. CAR establishes the rates for personal automobile policies assigned to carriers through the MAIP. In accordance with Massachusetts law, insurers may only charge MAIP policyholders the lower of the MAIP rate or the company's competitive voluntary market rate. CAR also sets rates for commercial automobile policies, including taxi/limousine/car service policies, reinsured through the CAR residual market pool. All commercial automobile business and taxi/limousine/car service business that is not written in the voluntary market in Massachusetts is apportioned to one of these servicing carriers who handle that business on behalf of CAR. Every Massachusetts commercial automobile insurer must bear a portion of the losses of the total commercial reinsurance pool that is serviced by the approved servicing carriers. We are one of four servicing carriers in CAR’s Commercial Automobile Program and one of two servicing carriers in CAR’s Taxi/Limo Program. Bulk Policy Transfers and New Voluntary Agents. From time to time, we receive proposals from an existing voluntary agent to transfer a portfolio of the agent's business from another insurer to us. Our underwriters model the profitability of these portfolios before we accept these transfers. We generally require any new voluntary agent to commit to transfer a portfolio to us consisting of at least 300 policies. 7 Policy Processing. Our underwriting department assists in processing policy applications, endorsements, renewals and cancellations. Our proprietary software, Safety Express, provides our agents with new business and endorsement entry, real-time policy issuance for personal lines, immediate printing of declarations pages in agents' offices, policy downloads to most major agency management systems and data imports from Boston Software's SinglePoint (Massachusetts) and Vertafore's PL Rater (New Hampshire and Maine). Rate Pursuit. We aggressively monitor all insurance transactions to make sure we receive the correct premium for the risk insured. We accomplish this by verifying pricing criteria. For automobile policies, we verify proper classification of drivers, the make, model, and age of insured vehicles, and the availability of discounts. We also verify that operators are properly listed and classified, assignment of operators to vehicles, and vehicle garaging. In our homeowners and dwelling fire lines, we use third party software to evaluate property characteristics and we conduct property inspections. We have a premium audit program in our business owner program, as well as other loss control reviews for additional commercial lines of business. Product Management. The Product Management department is responsible for the overall review and updating of our products. The department maintains an annual schedule where each line of business is reviewed and benchmarked with our major competitors. Product offerings, discounts, rate levels and underwriting guidelines are reviewed and updates are performed as required. The department also is responsible for updating producer materials such as rate and rule manuals, and underwriting guidelines as well as promotional materials. In conjunction with the underwriting operations area, the department works with third party vendors that assist with risk information gathering and rate pursuit for in force policies. The department also provides product training and general marketplace education for the organization. Legal and Regulatory Compliance. The Legal and Regulatory Compliance department provides legal and compliance support to all business units within the company. The department serves as the primary liaison with regulators, government, industry trade associations and residual market mechanisms. The department also provides legal support to all areas of the company, including general corporate matters and vendor contracting. The department monitors legal and regulatory changes affecting the enterprise and provides guidance on how to comply with those changes. The department additionally reviews business unit operations to identify and address compliance vulnerabilities. Business Intelligence. The Business Intelligence department uses Safety’s data assets to support decision- making in areas including underwriting, pricing, claims, reserving, reinsurance and assessing catastrophe risks. Data analytics are used to analyze and estimate exposures, loss trends and other risks, and are leveraged to improve company business performance and customer satisfaction. The focuses of our information technology (“IT”) efforts are: Technology (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) to support the strategic goals, objectives and business needs of the Company by aligning our IT annual goals with those of the business assuring that IT resources are being utilized efficiently; to constantly re-engineer internal processes to allow more efficient operations, resulting in lower operating costs; to continuously improve the customer experience making it easier for independent agents and policyholders to transact business with us; to enable agents to efficiently provide their clients with a high level of service; and to maintain and support a secure computing environment. We believe that our technology initiatives have increased revenue and decreased costs while at the same time improving the customer experience of both our agents and policyholders. We are continuously investing in new 8 technologies including areas such as robotic process automation and a new claims system which is currently being implemented with a target go live date in 2020. Internal Applications Our employees access our proprietary and vendor supplied applications through our corporate intranet. Our intranet applications streamline internal processes and improve overall operational efficiencies in areas including: Claims. Our claims workload management application allows our claims and subrogation adjusters to better manage the claims process. Subrogation refers to the process by which we are reimbursed by other insurers for claims costs we incur due to the fault of their insureds. The use of this application has reduced the time it takes for us to respond to and settle claims, which we believe helps reduce the total amount of our claims expense. The automated adjuster assignment system categorizes our new claims by severity and assigns them to the appropriate adjuster responsible for investigation. Once assigned, the integrated workload management tools facilitate the work of promptly assigning appraisers, investigating liability, issuing checks and receiving subrogation receipts. The RadicalGlass.com application allows our claims department to contain glass costs by increasing the windshield repair to replacement ratio. We currently operate three VIP Claims Centers which use a network of rental car centers and auto body repair shops to provide a higher level of service to the clients of the independent insurance agents while reducing costs, such as rental expense, through reduced cycle times. Billing. Proprietary and vendor supplied billing systems, integrated with the systems of our print and lock-box vendors, expedite the processing and collection of premium receipts and finance charges from agents and policyholders. We believe the sophistication of our direct bill systems help us to limit our bad debt expense. Our bad debt expense as a percentage of direct written premiums was 0.2% in both 2019 and 2018. Innovation Lab. In 2018 we established an Innovation Lab. The purpose of the Innovation Lab is to foster a culture of innovative thinking, monitor the InsureTech landscape and provide Safety and our Independent Agents with the tools and processes necessary to continuously improve the customer experiences and remain competitive in both the current and future insurance marketplace. External Applications Our agent technology offerings are centralized within our agency portal and feature PowerDesk and Safety Express. PowerDesk is a web based application that allows for billing inquiry, agent payments on behalf of their policyholders, policy inquiry and claims inquiry. Safety Express provides agents with new business and endorsement entry, real time policy issuance for personal lines, immediate printing of declarations pages in agents' offices, policy downloads to most major agency management systems and data imports from Boston Software's SinglePoint (Massachusetts) and Vertafore's PL Rater (New Hampshire and Maine). In addition, we provide our agents with commission and claims download for all lines of business, Transformation Station and Transact Now Inquires, e-Claims online claims reporting, e-View daily transaction reports and e-Docs online electronic document file cabinet. We also provide electronic billing (“eBill”), online bill pay (including credit and debit cards), online declarations pages, billing inquiry, claims inquiry, auto and homeowners claims first notice of loss, online auto insurance cards, and bill pay reminder alerts to our agent's policyholders through our public website, SafetyInsurance.com. We have also updated our telephone system to provide a voice activated phone directory, automated billing inquiry and payments, and call center screen pop-up technology. 9 We additionally provide policyholders mobile technology through our Safety Mobile App for iPhone and Android devices. Safety Mobile provides consumers with access to their agent information, bill pay capabilities, the ability to report an automobile or homeowners claim and access to their insurance card, among other features. Claims Because of the unique differences between the management of casualty claims and property claims, we use separate departments for each of these types of claims. Casualty Claims We have adopted stringent claims settlement procedures, which include guidelines that establish settlement ranges for soft tissue injuries, which constituted approximately 65% of our bodily injury claims in 2019. If we are unable to settle these claims within our pricing guidelines, we explore other cost effective options including alternative dispute resolutions and/or litigation. We believe that these procedures result in providing our adjusting staff with a uniform approach to negotiation. We believe an important component of handling claims efficiently is prompt investigation and settlement. We find that faster claims settlements often result in less expensive claims settlements. Our E-Claim reporting system is an online product that reduces the time it takes for agents to notify our adjusters about claims, thereby enabling us to contact third-party claimants and other witnesses quickly. Our insureds are able to report claims directly by phone, web or mobile application. In addition, we utilize an after-hours reporting vendor to ensure that new claims can be reported 24 hours per day and 365 days per year. We believe that early notification results in our adjusters conducting prompt investigations of claims and compiling more accurate information about those claims. Our claims workload management software also assists our adjusters in handling claims quickly. We believe the structure of our casualty claims unit allows us to respond quickly to claimants. The department is organized into distinct claim units that contain loss costs on injury claims. Field adjusters are located geographically for prompt response to claims, with our litigation unit focused on managing loss costs and litigation expenses for serious injury claims. Additionally, we utilize a special unit to investigate fraud in connection with casualty claims. In cases where adjusters suspect fraud in connection with a claim, we deploy this special unit to conduct investigations. We deny payment to claimants in cases in which we have succeeded in accumulating sufficient evidence of fraud. Property Claims Our property claims unit handles property claims arising in our private passenger and commercial automobile, homeowners and other insurance lines. Process automation has streamlined our property claims function. Many of our property claims are now handled by our agents through AVC using our Power Desk software application. As agents receive calls from claimants, Power Desk permits the agent to immediately send information related to the claim directly to us and to an independent appraiser selected by the agent to value the claim. Once we receive this information, an automated system redirects the claim to the appropriate internal adjuster responsible for investigating the claim to determine liability. Upon determination of liability, the system automatically begins the process of seeking a subrogation recovery from another insurer, if liable. We believe this process results in a shorter time period from when the claimant first contacts the agent to when the claimant receives a claim payment, while enabling our agents to build credibility with their clients by responding to claims in a timely and efficient manner. We benefit from decreased labor expenses from the need for fewer employees to handle the reduced property claims call volume. 10 Another important factor in keeping our overall property claims costs low is collecting subrogation recoveries. We track the amounts we pay out in claims costs and identify cases in which we believe we can reclaim some or all of those costs through the use of our automated workload management tools. Reserves Significant periods of time can elapse between the occurrence of an insured loss, the reporting of the loss to the insurer and the insurer's payment of that loss. To recognize liabilities for unpaid losses, insurers establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the expenses associated with investigating and paying the losses, or loss adjustment expenses. Every quarter, we review and establish our reserves. Regulations promulgated by the Commissioner require us to annually obtain a certification from either a qualified actuary or an approved loss reserve specialist who may be one of our employees that our loss and loss adjustment expenses reserves are reasonable. When a claim is reported, claims personnel establish a "case reserve" for the estimated amount of the ultimate payment. The amount of the reserve is primarily based upon an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss. The estimate reflects informed judgment of such personnel based on general insurance reserving practices and on the experience and knowledge of the claims person. During the loss adjustment period, these estimates are revised as deemed necessary by our claims department based on subsequent developments and periodic reviews of the cases. In accordance with industry practice, we also maintain reserves for estimated losses incurred but not yet reported. Incurred but not yet reported reserves are determined in accordance with commonly accepted actuarial reserving techniques on the basis of our historical information and experience. We make adjustments to incurred but not yet reported reserves quarterly to take into account changes in the volume of business written, claims frequency and severity, our mix of business, claims processing and other items that can be expected to affect our liability for losses and loss adjustment expenses over time. When reviewing reserves, we analyze historical data and estimate the impact of various loss development factors, such as our historical loss experience and that of the industry, legislative enactments, judicial decisions, legal developments in imposition of damages, and changes and trends in general economic conditions, including the effects of inflation. There is no precise method, however, for evaluating the impact of any specific factor on the adequacy of reserves, because the eventual development of reserves is affected by many factors. After taking into account all relevant factors, management believes that our provision for unpaid losses and loss adjustment expenses at December 31, 2019 is adequate to cover the ultimate cost of losses and claims incurred as of that date. Management determines its loss and loss adjustment expense ("LAE") reserve estimates based upon the analysis of the Company's actuaries. Management has established a process for the Company's actuaries to follow in establishing reasonable reserves. The process consists of meeting with our claims department, establishing ultimate incurred losses by using development models accepted by the actuarial community, and reviewing the analysis with management. The Company's estimate for loss and LAE reserves, net of the effect of ceded reinsurance, ranges from a low of $450,927 to a high of $504,753 as of December 31, 2019. The Company's net loss and LAE reserves, based on our actuaries' best estimate, were set at $488,194 as of December 31, 2019. The ultimate liability may be greater or less than reserves carried at the balance sheet date. Establishment of appropriate reserves is an inherently uncertain process, and there can be no certainty that currently established reserves will prove adequate in light of subsequent actual experience. To the extent that reserves are inadequate and are strengthened, the amount of such increase is treated as a charge to earnings in the period that the deficiency is recognized. To the extent that reserves are redundant and are released, the amount of the release is a credit to earnings in the period the redundancy is recognized. We do not discount any of our reserves. 11 The following table presents development information on changes in the reserves for losses and LAE of our Insurance Subsidiaries for each year in the three year period ended December 31, 2019, 2018 and 2017. Reserves for losses and LAE at beginning of year Less receivable from reinsurers related to unpaid losses and LAE Net reserves for losses and LAE at beginning of year Incurred losses and LAE, related to: Current year Prior years Total incurred losses and LAE Paid losses and LAE related to: Current year Prior years Total paid losses and LAE Net reserves for losses and LAE at end of period Plus receivable from reinsurers related to unpaid losses and LAE Reserves for losses and LAE at end of period 2019 Years Ended December 31, 2018 2017 $ 584,719 (108,398) 476,321 $ 574,054 (83,085) 490,969 551,895 (42,049) 509,846 333,377 164,596 497,973 488,194 122,372 610,566 $ 542,001 (56,488) 485,513 340,927 159,234 500,161 476,321 108,398 584,719 $ 560,321 (83,724) 476,597 545,671 (41,784) 503,887 325,049 164,466 489,515 490,969 83,085 574,054 $ $ The following table represents the development of reserves, net of reinsurance, for calendar years 2009 through 2019. The top line of the table shows the reserves at the balance sheet date for each of the indicated years. This represents the estimated amounts of losses and loss adjustment expenses for claims arising in all years that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported to us. The upper portion of the table shows the cumulative amounts paid as of the end of each successive year with respect to those claims. The lower portion of the table shows the re-estimated amount of the previously recorded reserves based on experience as of the end of each succeeding year, including cumulative payments made since the end of the respective year. The estimate changes as more information becomes known about the payments, frequency and severity of claims for individual years. Favorable loss development, shown as a cumulative redundancy in the table, exists when the original reserve estimate is greater than the re-estimated reserves at December 31, 2019. 12 Information with respect to the cumulative development of gross reserves (that is, without deduction for reinsurance ceded) also appears at the bottom portion of the table. Reserves for losses and LAE originally estimated: Cumulative amounts paid as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Ten years later Reserves re-estimated as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Ten years later Cumulative (redundancy) deficiency 2019 Gross liability-end of year Reinsurance recoverables Net liability-end of year Gross estimated liability-latest Reinsurance recoverables-latest Net estimated liability-latest 2019 2018 2017 2016 As of and for the Year Ended December 31, 2014 2013 2015 2012 2011 2010 2009 $ 488,194 $ 476,321 $ 490,969 $ 476,597 $ 485,716 $ 420,767 $ 394,668 $ 371,657 $ 352,098 $ 351,244 $ 374,832 164,595 159,234 241,032 164,466 231,473 283,812 174,506 250,306 290,287 310,140 132,364 189,367 223,465 241,589 252,714 133,288 178,411 207,626 223,743 231,346 234,480 124,855 175,822 199,741 213,847 221,363 223,829 225,169 130,204 181,739 211,578 223,941 231,433 233,137 233,905 233,880 128,854 176,774 205,171 219,310 224,354 226,644 227,147 226,928 226,866 130,960 183,061 211,182 224,831 232,177 233,853 235,158 235,292 235,343 235,264 2019 2018 2017 2016 As of and for the Year Ended December 31, 2014 2013 2015 2012 2011 2010 2009 $ 434,272 $ 434,481 400,312 $ 434,813 391,630 372,379 $ 440,268 406,253 376,201 361,335 $ 390,452 348,660 313,100 287,131 276,309 $ 357,300 328,182 295,788 274,214 255,368 248,746 $ 342,767 308,028 283,592 263,787 250,064 236,373 232,657 $ 334,788 309,096 282,441 268,759 255,925 248,353 239,476 237,497 $ 314,561 293,480 273,332 254,652 245,869 238,404 235,047 229,623 228,827 $ 326,676 294,696 279,542 264,697 252,249 247,023 242,223 240,150 237,042 236,504 (42,049) (90,657) (104,218) (124,381) (144,458) (145,922) (139,000) (114,601) (122,417) (138,328) 2019 $ 610,566 122,372 488,194 2018 $ 584,719 108,398 476,321 545,200 110,927 434,272 2017 $ 574,054 83,085 490,969 489,507 89,195 400,312 2016 $ 560,321 83,724 476,597 436,654 64,275 372,379 As of and for the Year Ended December 31, 2014 $ 482,012 61,245 420,767 316,696 40,387 276,309 2015 $ 553,977 68,261 485,716 393,841 32,506 361,335 2013 $ 455,014 60,346 394,668 282,126 33,380 248,746 2012 $ 423,842 52,185 371,657 260,501 27,844 232,657 2011 $ 403,872 51,774 352,098 264,326 26,829 237,497 2010 $ 404,391 53,147 351,244 253,679 24,852 228,827 2009 $ 439,706 64,874 374,832 267,974 31,470 236,504 In evaluating the information in the table, it should be noted that each amount entered incorporates the effects of all changes in amounts entered for prior periods. Thus, if the 2019 estimate for a previously incurred loss was $150 and the loss was reserved at $100 in 2015, the $50 deficiency (later estimate minus original estimate) would be included in the cumulative (redundancy) deficiency in each of the years 2015-2019 shown in the table. It should further be noted that the table does not present accident or policy year development data. In addition, conditions and trends that have affected the development of liability in the past may not necessarily recur in the future. Accordingly, it is not appropriate to extrapolate future redundancies or deficiencies from the table. The table shows that we have substantially benefited in the current and prior years from releasing redundant reserves. In the years ended December 31, 2019, 2018, and 2017 we decreased loss reserves related to prior years by $42,049, $56,488 and $41,784, respectively. Reserves and development are discussed further in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, Executive Summary and Overview. As a result of our focus on core business lines since our founding in 1979, we believe we have no specific exposure to asbestos or environmental pollution liabilities. Reinsurance Reinsurance involves an insurance company transferring (ceding) a portion of its exposure on insurance underwritten by it to another insurer (reinsurer). The reinsurer assumes a portion of the exposure in return for a share of the premium. Reinsurance does not legally discharge an insurance company from its primary liability for the full amount of the policies, but it does make the reinsurer liable to the company for the reinsured portion of any loss realized. 13 We reinsure with other insurance companies a portion of our potential liability under the policies we have underwritten, thereby protecting us against an unexpectedly large loss or a catastrophic occurrence that could produce large losses, primarily in our homeowners line of business. We are selective in choosing our reinsurers, seeking only those companies that we consider to be financially stable and adequately capitalized. In an effort to minimize exposure to the insolvency of a reinsurer, we continually evaluate and review the financial condition of our reinsurers. Most of our reinsurers have an A.M. Best rating of “A+” (Superior) or “A” (Excellent). We maintain reinsurance coverage to help lessen the effect of losses from catastrophic events, maintaining coverage that during 2019 protected us in the event of a "139-year storm" (that is, a storm of a severity expected to occur once in a 139-year period). We use various software products to measure our exposure to catastrophe losses and the probable maximum loss to us for catastrophe losses such as hurricanes. The models include estimates for our share of the catastrophe losses generated in the residual market for property insurance by the Massachusetts Property Insurance Underwriting Association ("FAIR Plan"). In 2019, we purchased four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000. Our reinsurers’ co- participation is 50.0% of $50,000 for the 1st layer, 80.0% of $50,000 for the 2nd layer, 80.0% of $250,000 for the 3rd layer, and 80.0% of $265,000 for the 4th layer. For 2020, we have purchased the same four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000. Our reinsurers’ co-participation is 50.0% of $50,000 for the 1st layer, 80.0% of $50,000 for the 2nd layer, 80.0% of $250,000 for the 3rd layer and 80% of $265,000 for the 4th layer. As a result of the changes to the models, our catastrophe reinsurance in 2020 protects us in the event of a “137-year storm.” We also have casualty excess of loss reinsurance for large casualty losses occurring in our automobile, homeowners, dwelling fire, business owner, and commercial package lines of business in excess of $2,000 up to a maximum of $10,000. We have property excess of loss reinsurance coverage for large property losses, with coverage in excess of $2,000 up to a maximum of $20,760, for our homeowners, business owner, and commercial package policies. In addition, we have liability excess of loss reinsurance for umbrella large losses in excess of $1,000 up to a maximum of $10,000. We also have various reinsurance agreements with Hartford Steam Boiler Inspection and Insurance Company, of which the primary contract is a quota share agreement under which we cede 100% of the premiums and losses for the equipment breakdown coverage under our business owner policies and commercial package policies. Our reinsurance program excludes coverage for acts of terrorism. The Terrorism Risk Insurance Act of 2002 ("TRIA") was signed into law on November 26, 2002, and expired December 31, 2005. The Terrorism Risk Insurance Extension Act of 2005 was signed into law on December 22, 2005, and expired December 31, 2007. The Terrorism Risk Insurance Extension Act of 2007 ("TRIEA") was signed into law on December 26, 2007 which reauthorized TRIA for seven years, expanded the definition of an "Act of Terrorism" while expanding the private sector role and reducing the federal share of compensation for insured losses under the program. TRIA expired on December 31, 2014, but on January 12, 2015 Congress reauthorized TRIA retroactive to January 1, 2015 with the program now lasting through 2020. The Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”) was signed into law on December 20, 2019 which extended TRIA through the year 2027. The intent of this legislation is to provide federal assistance to the insurance industry for the needs of commercial insurance policyholders with the potential exposure for losses due to acts of terrorism. The TRIEA provides reinsurance for certified acts of terrorism. In addition to the above mentioned reinsurance programs and as described in more detail above under The Massachusetts Property and Casualty Insurance Market, we are a participant in CAR, a state-established body that runs the residual market reinsurance programs for commercial automobile insurance in Massachusetts under which premiums, expenses, losses and loss adjustment expenses on ceded business are shared by all insurers writing automobile insurance in Massachusetts. We also participate in the FAIR Plan in which premiums, expenses, losses and loss adjustment expenses on homeowners business that cannot be placed in the voluntary market are shared by all insurers writing homeowners insurance in Massachusetts. The FAIR Plan’s exposure to catastrophe losses increased and as a result, the FAIR Plan decided to buy reinsurance to reduce their exposure to catastrophe losses. On July 1, 2019, the FAIR Plan purchased $2,000,000 of catastrophe reinsurance for property losses with retention of $100,000. 14 At December 31, 2019, we also had $150,945 due from CAR comprising of loss and loss adjustment expense reserves, unearned premiums and reinsurance recoverables. On March 10, 2005, our Board of Directors (the “Board”) adopted a resolution that prohibits Safety from purchasing finite reinsurance (reinsurance that transfers only a relatively finite or limited amount of risk to the reinsurer) without approval by the Board. To date, the Company has never purchased a finite reinsurance contract. Competition The property and casualty insurance business is highly competitive and many of our competitors have substantially greater financial and other resources than we do. We compete with both large national writers and smaller regional companies. Our competitors include companies which, like us, serve the independent agency market, as well as companies which sell insurance directly to customers. Direct writers may have certain competitive advantages over agency writers, including increased name recognition, loyalty of the customer base to the insurer rather than to an independent agency and potentially, lower cost structures. A material reduction in the amount of business independent agents sell would adversely affect us. Further, we and others compete on the basis of the commissions and other cash and non-cash incentives provided to agents. Although historically, a number of national insurers that are much larger than we are have chosen not to compete in a material way in the Massachusetts private passenger automobile market, since 2008, several new companies have entered the market. These companies include some that would be able to sustain significant losses in order to acquire market share, as well as others which use distribution methods that compete with the independent agent channel. There can be no assurance that we will be able to compete effectively against these companies in the future. Our principal competitors within the Massachusetts private passenger automobile insurance market are MAPFRE SA, Government Employees Insurance Company and Liberty Mutual Insurance Company, which held 23.6%, 13.4% and 8.6% market shares based on premiums, respectively, in 2019 according to CAR. We are the largest writer of commercial automobile insurance in Massachusetts with a market share of 15.3%. Other principal competitors in the Massachusetts commercial automobile insurance market are MAPFRE SA, Arbella Mutual Insurance Company and The Travelers Indemnity Insurance Company, which held 14.8%, 11.1% and 7.4% market shares based on premium, respectively, according to CAR. This includes our share of residual market business as one of four servicing carriers in CAR’s Commercial Automobile Program and one of two servicing carriers in CAR’s Taxi/Limo Program. We are the third largest writer of homeowners insurance business in Massachusetts, with a market share of 7.2% in 2018. Our principal competitors within the Massachusetts homeowners insurance market are MAPFRE SA, Liberty Mutual and Chubb, which held 13.3%, 10.3% and 6.6% market shares respectively in 2018 (according to S&P Global Market Intelligence). Employees At December 31, 2019, we employed 609 employees who all work in the New England region. Approximately half of our employees take part in a work from home program that helps contribute to a flexible work-life balance and allows the Company to minimize the real estate rented at our home office. Our employees are not covered by any collective bargaining agreement. We create a workplace where all employees are treated with dignity and respect, and individual differences are valued, all with the goal of securing the trust and satisfaction of our employees. The Company is committed to a policy of inclusiveness and is committed to actively seeking out highly-qualified candidates with diverse gender, race, color, religion, ethnicity, age, marital status, handicap, sexual orientation, gender identity or expression, and backgrounds. 15 We foster this culture through our robust learning and development program and our competitive compensation and health and benefit programs. Our employees give both their time and their financial resources to charities of all types, and the company promotes corporate citizenship through charitable donations and company-sponsored volunteer activities. Safety is committed to making a positive impact on the communities where our employees live and work through our matching gift program, corporate giving and employee volunteerism. We help employees amplify their community impact by providing the majority of our employees with a 1:1 match on their donations to recognized charitable organizations. The reputation of the Company depends on the conduct of its Board of Directors, officers, and employees. Every employee who is associated with Safety must play a part in maintaining our corporate reputation for the highest ethical standards. Management considers our relationship with our employees to be strong. Investments Investment income is an important source of revenue for us and the return on our investment portfolio has a material effect on our net earnings. Our investment objective is to focus on maximizing total returns while investing conservatively. We maintain a high-quality investment portfolio consistent with our established investment policy. As of December 31, 2019, our portfolio of fixed maturity investments was comprised principally of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities. The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured and senior bank loans and high yield bonds. According to our investment guidelines, no more than 2.0% of our portfolio may be invested in the securities of any one issuer (excluding U.S. government-backed securities). In addition, no more than 0.5% of our portfolio may be invested in securities of any one issuer rated "Baa," or the lowest investment grade assigned by Moody's. Of the less than 15.0% of our portfolio invested in senior bank loans and high yield bonds at December 31, 2019, no more than 5.0% may be invested in the securities of any one issuer, no more than 10.0% may be invested in any issuers total outstanding debt issue, and a maximum of 10.0% may be invested in securities unrated or rated "B-" or below by Moody's. We continually monitor the mix of taxable and tax-exempt securities in an attempt to maximize our total after- tax return. We utilize the services of third-party investment managers. We believe that the incorporation of material, non-financial factors into investment selection and risk management has the potential to enhance long-term investment returns. We incorporate Environmental, Social & Governance (“ESG”) factors managed for us by third-party investment managers. We measure our exposure to ESG risks at both individual asset classes and total portfolio levels. 16 The following table reflects the composition of our investment portfolio as of December 31, 2019 and 2018. U.S. Treasury Securities Obligations of states and political subdivisions Residential mortgage-backed securities (1) Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities (2) Other invested assets (3) As of December 31, 2019 Estimated Fair Value % of Portfolio 2018 Estimated Fair Value $ $ 1,512 251,396 307,202 109,738 36,222 521,970 1,228,040 177,637 37,278 1,442,955 0.1 % 17.4 21.3 7.6 2.5 36.2 85.1 12.3 2.6 100.0 % $ $ 1,777 266,198 297,023 60,336 61,076 475,452 1,161,862 148,011 23,481 1,333,354 % of Portfolio 0.1 % 20.0 22.3 4.5 4.6 35.7 87.2 11.0 1.8 100.0 % (1) Residential mortgage-backed securities consists primarily of obligations of U.S. Government agencies including collateralized mortgage obligations and mortgage-backed securities guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB). (2) Equity securities include common stock, preferred stock, mutual funds and interests in mutual funds held to fund the Company's executive deferred compensation plan. (3) Other invested assets are accounted for under the equity method which approximates fair value. The principal risks inherent in holding mortgage-backed securities and other pass-through securities are prepayment and extension risks, which affect the timing of when cash flows will be received. When interest rates decline, mortgages underlying mortgage-backed securities tend to be prepaid more rapidly than anticipated, causing early repayments. When interest rates rise, the underlying mortgages tend to be prepaid at a slower rate than anticipated, causing the principal repayments to be extended. Although early prepayments may result in acceleration of income from recognition of any unamortized discount, the proceeds typically are reinvested at a lower current yield, resulting in a net reduction of future investment income. In addition, in the current market environment, such investments can also contain liquidity risks. The Company invests in bank loans which are primarily investments in senior secured floating rate loans that banks have made to corporations. The loans are generally priced at an interest rate spread over the floating rate feature; this asset class provides protection against rising interest rates. However, this asset class is subject to default risk since these investments are typically below investment grade. Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our exposure to changes in equity prices results from our holdings of common stock, preferred stock, mutual funds and interests in mutual funds held to fund the executive deferred compensation plan. We continuously evaluate market conditions and we expect in the future to purchase additional equity securities. We principally manage equity price risk through industry and issuer diversification and asset allocation techniques. The following table reflects our investment results for each of the three-year period ended December 31, 2019, 2018 and 2017. Average cash and invested securities (at cost) Net investment income (1) Net effective yield (2) $ $ 2019 1,365,830 46,665 3.4 % Years Ended December 31, 2018 1,317,380 43,788 $ $ $ $ 3.3 % 2017 1,268,728 38,758 3.1 % (1) After investment expenses, excluding realized investment gains or losses. (2) Net investment income for the period divided by average invested securities and cash for the same period. 17 As of December 31, 2019, our portfolio of fixed maturity investments was comprised principally of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities. The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured, senior bank loans and high yield bonds. The composition of our fixed income security portfolio by rating is presented in the following table. U.S. Treasury securities and obligations of U.S. Government agencies Aaa/Aa A Baa Ba B Caa/Ca Not rated Total As of December 31, 2019 Estimated Fair Value Percent 2018 Estimated Fair Value Percent $ $ 308,713 320,532 247,334 175,147 65,010 86,595 2,896 21,813 1,228,040 25.1 % $ 26.1 20.1 14.3 5.3 7.1 0.2 1.8 100.0 % $ 298,800 299,725 214,263 175,890 58,050 81,415 7,660 26,059 1,161,862 25.7 % 25.8 18.4 15.1 5.0 7.0 0.7 2.3 100.0 % Ratings are generally assigned upon the issuance of the securities and are subject to revision on the basis of ongoing evaluations. Ratings in the table are as of the date indicated. The Securities Valuation Office of the National Association of Insurance Commissioners (the "SVO") evaluates all public and private bonds purchased as investments by insurance companies. The SVO assigns one of six investment categories to each security it reviews. Category 1 is the highest quality rating and Category 6 is the lowest. Categories 1 and 2 are the equivalent of investment grade debt as defined by rating agencies such as Standard & Poor's Ratings Services and Moody's, while Categories 3-6 are the equivalent of below investment grade securities. SVO ratings are reviewed at least annually. At December 31, 2019, 71.9% of our available for sale fixed maturity investments were rated Category 1 and 14.4% were rated Category 2, the two highest ratings assigned by the SVO. The following table indicates the composition of our fixed income security portfolio (at carrying value) by time to maturity as of December 31, 2019. Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years through twenty years Due after twenty years Asset-backed securities (1) Totals As of December 31, 2019 Estimated Fair Value Percent 47,146 317,821 321,000 87,952 961 453,160 1,228,040 3.8 % 25.9 26.1 7.2 0.1 36.9 100.0 % $ $ (1) Actual maturities of asset-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including: the relative sensitivity of the underlying mortgages or other collateral to changes in interest rates; a variety of economic, geographic and other factors; and the repayment priority of the securities in the overall securitization structures. Ratings A.M. Best, which rates insurance companies based on factors of concern to policyholders, currently assigns the Company an "A (Excellent)" rating. Our "A" rating was reaffirmed by A.M. Best on April 23, 2019. Such rating is the third highest rating of 13 ratings that A.M. Best assigns to solvent insurance companies, which currently range from 18 "A++ (Superior)" to "D (Poor)." Publications of A.M. Best indicate that the "A" rating is assigned to those companies that in A.M. Best's opinion have an excellent ability to meet their ongoing obligations to policyholders over a long period of time. In evaluating a company's financial and operating performance, A.M. Best reviews the Company's profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated fair value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Best's ratings reflect its opinion of an insurance company's financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to purchasers of an insurance company's securities. In assigning the Company’s rating, A.M. Best recognized its solid risk-adjusted capitalization, conservative operating strategy, and long-standing agency relationships. A.M. Best also noted among our positive attributes our favorable investment leverage, our disciplined underwriting approach, and our expertise in the closely managed Massachusetts automobile insurance market. A.M. Best cited other factors that partially offset these positive attributes, including our concentration of business in the Massachusetts private passenger automobile market which exposes our business to regulatory actions. Supervision and Regulation Introduction. Our principal operations are conducted through the Insurance Subsidiaries which are subject to comprehensive regulation by state insurance departments, primarily through our domestic regulator, the Massachusetts Division of Insurance, of which the Commissioner is the senior official. The Commissioner is appointed by the Governor. We are subject to the authority of the Commissioner in many areas of our business under Massachusetts law, including: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) our licenses to transact insurance; the rates and policy forms we may use; our financial condition including the adequacy of our reserves and provisions for unearned premium; the solvency standards that we must maintain; the type and size of investments we may make; the prescribed or permitted statutory accounting practices we must use; and the nature of the transactions we may engage in with our affiliates. In addition, the Commissioner periodically conducts financial and market conduct examinations of all licensees domiciled in Massachusetts. Our most recent financial condition examination was for the five-year period ending December 31, 2013. The Division had no material findings as a result of this examination. The Division recently began their review of the period five-year period ending December 31, 2018. We are also required to be licensed by the insurance department in each state in which we do business, as well as to comply with the various laws and regulations of those jurisdictions, including those governing our use of rates and policy forms in those states. Insurance Holding Company Regulation. Our principal operating subsidiaries are insurance companies, and therefore we are subject to certain laws in Massachusetts regulating insurance holding company systems. These laws require that we file a registration statement with the Commissioner that discloses the identity, financial condition, capital structure and ownership of each entity within our corporate structure and any transactions among the members of our holding company system. In some instances, we must provide prior notice to the Commissioner for material transactions between our insurance company subsidiaries and other affiliates in our holding company system. These holding company statutes also require, among other things, prior approval of the payment of extraordinary dividends or distributions and any acquisition of a domestic insurer and that we file an annual Enterprise Risk Management report with the Commissioner. 19 Insurance Regulation Concerning Dividends. We rely on dividends from the Insurance Subsidiaries for our cash requirements. The insurance holding company law of Massachusetts requires notice to the Commissioner of any dividend to the shareholders of an insurance company. The Insurance Subsidiaries may not make an "extraordinary dividend" until thirty days after the Commissioner has received notice of the intended dividend and has not objected in such time. As historically administered by the Commissioner, this provision requires the prior approval by the Commissioner of an extraordinary dividend. An extraordinary dividend is defined as any dividend or distribution that, together with other distributions made within the preceding twelve months exceeds the greater of 10.0% of the insurer's surplus as of the preceding December 31, or the insurer's net income for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as its earned surplus, and the insurer's remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs. At December 31, 2019, the statutory surplus of Safety Insurance was $704,177 and its net income for 2019 was $75,469. A maximum of $75,469 will be available during 2020 for such dividends without prior approval of the Commissioner. Acquisition of Control of a Massachusetts Domiciled Insurance Company. Massachusetts law requires advance approval by the Commissioner of any change in control of an insurance company that is domiciled in Massachusetts. That law presumes that control exists where any person, directly or indirectly, owns, controls, holds the power to vote or holds proxies representing 10.0% or more of our outstanding voting stock. Even persons who do not acquire beneficial ownership of more than 10.0% of the outstanding shares of our common stock may be deemed to have acquired control if the Commissioner determines that control exists in fact. Any purchaser of shares of common stock representing 10.0% or more of the voting power of our capital stock will be presumed to have acquired control of the Insurance Subsidiaries unless, following application by that purchaser the Commissioner determines that the acquisition does not constitute a change of control or is otherwise not subject to regulatory review. These requirements may deter, delay or prevent transactions affecting the control of or the ownership of our common stock, including transactions that could be advantageous to our stockholders. Protection Against Insurer Insolvency. Massachusetts law requires that insurers licensed to do business in Massachusetts participate in the Massachusetts Insurers Insolvency Fund ("Insolvency Fund"). The Insolvency Fund must pay any claim up to $300 of a policyholder of an insolvent insurer if the claim existed prior to the declaration of insolvency or arose within sixty days after the declaration of insolvency. Members of the Insolvency Fund are assessed the amount the Insolvency Fund deems necessary to pay its obligations and expenses in connection with handling covered claims. Subject to certain exceptions, assessments are made in the proportion that each member's net written premiums for the prior calendar year for all property and casualty lines bore to the corresponding net written premiums for Insolvency Fund members for the same period. As a matter of Massachusetts law, insurance rates and premiums include amounts to recoup any amounts paid by insurers for the costs of the Insolvency Fund. By statute, no insurer in Massachusetts may be assessed in any year an amount greater than two percent of that insurer's direct written premium for the calendar year prior to the assessment. We account for allocations from the Insolvency Fund as underwriting expenses. CAR also assesses its members as a result of insurer insolvencies. Because CAR is not able to recover an insolvent company's share of the net CAR losses from the Insolvency Fund, CAR must increase each of its member's shares of the deficit in order to compensate for the insolvent carrier's inability to pay its deficit assessment. It is anticipated that there will be future assessments from time to time relating to various insolvencies. The Insurance Regulatory Information System. The Insurance Regulatory Information System ("IRIS") was developed to help state insurance regulators identify companies that may require special financial attention. IRIS consists of a statistical phase and an analytical phase whereby financial examiners review annual statements and financial ratios. The statistical phase consists of 13 key financial ratios based on year-end data that are generated annually from the database of the National Association of Insurance Commissioners ("NAIC"). Each ratio has an established "usual range" of results. These ratios assist state insurance departments in executing their statutory mandate to oversee the financial condition of insurance companies. A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather, unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. Generally, an insurance 20 company will become subject to regulatory scrutiny if it falls outside the usual ranges of four or more of the ratios. In 2019, 2018, and 2017 all our ratios for all our Insurance Subsidiaries were within the normal range. Risk-Based Capital Requirements. The NAIC has adopted a formula and model law to implement risk-based capital requirements for most property and casualty insurance companies, which are designed to determine minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations. The risk-based capital formula for property and casualty insurance companies measures three major areas of risk facing property and casualty insurers: (cid:120) (cid:120) (cid:120) underwriting, which encompasses the risk of adverse loss developments and inadequate pricing; declines in asset values arising from market and/or credit risk; and off-balance sheet risk arising from adverse experience from non-controlled assets, guarantees for affiliates or other contingent liabilities and reserve and premium growth. Under Massachusetts law, insurers having less total adjusted capital than that required by the risk-based capital calculation will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. The risk-based capital law provides for four levels of regulatory action. The extent of regulatory intervention and action increases as the level of total adjusted capital to risk-based capital falls. The first level, the company action level, as defined by the NAIC, requires an insurer to submit a plan of corrective actions to the Commissioner if total adjusted capital falls below 200% of the risk-based capital amount. The regulatory action level, as defined by the NAIC requires an insurer to submit a plan containing corrective actions and requires the Commissioner to perform an examination or other analysis and issue a corrective order if total adjusted capital falls below 150.0% of the risk-based capital amount. The authorized control level, as defined by the NAIC, authorizes the Commissioner to take whatever regulatory actions he or she considers necessary to protect the best interest of the policyholders and creditors of the insurer which may include the actions necessary to cause the insurer to be placed under regulatory control, i.e., rehabilitation or liquidation, if total adjusted capital falls below 100.0% of the risk-based capital amount. The fourth action level is the mandatory control level, as defined by the NAIC, which requires the Commissioner to place the insurer under regulatory control if total adjusted capital falls below 70.0% of the risk-based capital amount. The formulas have not been designed to differentiate among adequately capitalized companies that operate with higher levels of capital. Therefore, it is inappropriate and ineffective to use the formulas to rate or to rank these companies. At December 31, 2019, our Insurance Subsidiaries had total adjusted capital in excess of amounts requiring company or regulatory action at any prescribed risk-based capital action level. Own Risk Solvency Assessment. On January 11, 2017, the Division adopted the National Association of Insurance Commissioners’ Own Risk Solvency Assessment (“ORSA”) Act requiring the Company to file its assessment on an annual basis. ORSA is an internal process undertaken by an insurer or insurance group to assess the adequacy of its risk management and current and prospective solvency positions under normal and severe stress scenarios. We have completed this filing for the 2019 period. Executive Officers and Directors On December 4, 2019, the Company announced that William J. Begley, Jr., current Vice President, Chief Financial Officer and Secretary of the Company will retire effective March 1, 2020. The Board of Directors appointed Christopher T. Whitford, current Controller of the Company, as Vice President, Chief Financial Officer and Secretary, effective March 2, 2020. Mr. Whitford is a Certified Public Accountant who has been employed as the Company’s Controller since 2012. He began his career at PricewaterhouseCoopers in 2005. Mr. Whitford also serves on the Audit Committee of Guaranty Fund Management Services and the FAIR Plan. 21 The table below sets forth certain information concerning our directors and executive officers as of the date of this annual report. Name George M. Murphy William J. Begley, Jr. James D. Berry John P. Drago David E. Krupa Ann M. McKeown Paul J. Narciso Stephen A. Varga David F. Brussard Frederic H. Lindeberg Peter J. Manning David K. McKown Thalia M. Meehan ___________________ (1) As of February 16, 2020 Age (1) 53 65 60 53 59 52 56 52 68 79 81 82 58 Position President, Chief Executive Officer Vice President, Chief Financial Officer and Secretary Vice President - Underwriting Vice President - Marketing Vice President - Property Claims Vice President - Insurance Operations Vice President - Casualty Claims Vice President - Management Information Systems Chairman of the Board, Director Director Director Director Director Years Employed by Safety 31 34 37 25 37 30 29 27 - - - - - George M. Murphy, CPCU, was appointed President and Chief Executive Officer of the Company effective April 1, 2016. He previously was the Vice President of Marketing since October 1, 2005. Mr. Murphy was appointed to the Board of Directors and to the Investment Committee in February 2016. Mr. Murphy has been employed by the Insurance Subsidiaries for over 31 years. Mr. Murphy is also on the Board of Trustees of the Insurance Library Association of Boston. William J. Begley, Jr. was appointed Chief Financial Officer, Vice President and Secretary of the Company on March 4, 2002. Mr. Begley has been employed by the Insurance Subsidiaries for over 34 years. Mr. Begley also serves on the Audit Committee and Investment Committee of Guaranty Fund Management Services, and is a member of the Board of Directors of the Massachusetts Insurers Insolvency Fund. James D. Berry, CPCU, was appointed Vice President of Underwriting of the Company in July 2015, and was named as Secretary of the Insurance Subsidiaries at that time. Prior to that, he served as the Vice President of Insurance Operations since October 2005. Mr. Berry has been employed by the Insurance Subsidiaries for over 37 years and has directed the Company's Massachusetts Private Passenger line of business since 2001. Mr. Berry is the Chairman of the Board of Directors of the FAIR Plan and previously served as the Chairman of that organizations Executive Committee. He has served on several committees of CAR including Market Review and Defaulted Brokers and also served on Computer Sciences Corporation Series II and Exceed advisory councils. He also serves on the Executive Committee of the In Control Family Foundation, and is the Chairman of that organizations Finance Committee. John P. Drago was appointed Vice President of Marketing on February 1, 2016. Mr. Drago has been employed by the Insurance Subsidiaries for over 25 years and most recently served as Director of Marketing. David E. Krupa, CPCU, was appointed Vice President of Property Claims of the Company on March 4, 2002. Mr. Krupa has been employed by the Insurance Subsidiaries for over 37 years. Mr. Krupa was first employed by the Company in 1982 and held a series of management positions in the Claims Department before being appointed Vice President in 1990. Mr. Krupa has served on the Auto Damage Appraisers Licensing Board of Massachusetts and on several claims committees both at the Automobile Insurers Bureau of Massachusetts and CAR. 22 Ann M. McKeown was appointed Vice President of Insurance Operations of the Company on July 1, 2015. Ms. McKeown has been employed by the Insurance Subsidiaries for over 30 years wherein she has held management positions in the Underwriting, Information Technology, and Insurance Operations departments. Ms. McKeown has served on the MAIP Steering and Operations Committees of CAR. Paul J. Narciso was appointed Vice President of Casualty Claims of the Company on August 5, 2013. Mr. Narciso has held various adjusting and claims management positions with the Company since 1990. Mr. Narciso has 33 years of claim experience having worked at two national carriers prior to joining Safety. He currently serves on the Governing Board of the Massachusetts Insurance Fraud Bureau and the Claims Subcommittee at Commonwealth Automobile Reinsurers. Stephen A. Varga was appointed Vice President of Management Information Systems of the Company on August 6, 2014. Mr. Varga has held various information technology positions with the Company since 1992 and most recently served as Senior Director of MIS. David F. Brussard was appointed Chairman of the Board in March 2004 and has served as a director of the Company since October 2001. Mr. Brussard served as President and Chief Executive Officer of the Company from June 2001 until March 31, 2016. Mr. Brussard was also appointed Chairman of the Investment Committee on February 22, 2017. Frederic H. Lindeberg has served as a director of the Company since August 2004. Mr. Lindeberg has had a consulting practice providing taxation, management and investment counsel since 1991, focusing on finance, real estate, manufacturing and retail industries. Mr. Lindeberg retired in 1991 as Partner-In-Charge of various KPMG tax offices, after 24 years of service where he provided both accounting and tax counsel to various clients. Mr. Lindeberg is an attorney and certified public accountant. Mr. Lindeberg was formerly a director of Provident Senior Living Trust (PSLT) and TAL International (TAL) and formerly an adjunct professor at Penn State Graduate School of Business. Peter J. Manning has served as a director of the Company since September 2003. Mr. Manning retired in 2003, as Vice Chairman Strategic Business Development of FleetBoston Financial, after 32 years with FleetBoston Financial Corporation (formerly BankBoston) where he also held the positions of Comptroller and Executive Vice President and Chief Financial Officer. Mr. Manning started his career with Coopers & Lybrand in 1962 prior to his 1972 employment with BankBoston. David K. McKown has served as director of the Company since November 2002. Mr. McKown has been a Senior Advisor to Eaton Vance Management since 2000, focusing on business origination in real estate and asset-based loans. Mr. McKown retired in March 2000 having served as a Group Executive with BankBoston since 1993, where he focused on acquisitions and high-yield bank debt financings. Mr. McKown has been in the banking industry for 52 years, worked for BankBoston for over 32 years and had previously been the head of BankBoston's real estate department, corporate finance department, and a managing director of BankBoston's private equity unit. Mr. McKown is currently a director of Global Partners L.P., and various privately held companies. Thalia M. Meehan was appointed Director of the Company on July 3, 2017. Ms. Meehan has also been appointed to serve as a member of the Investment Committee of the Board. Ms. Meehan, a Chartered Financial Analyst, has over 30 years of experience in the investment sector. Ms. Meehan retired from Putnam Investments in 2016 with 27 years of experience and most recently served as a Team Leader and Portfolio Manager at Putnam Investments. Ms. Meehan currently serves on the board of Cambridge Bancorp where she is a member of the Trust and Asset and Liability Committees and also currently serves on the Municipal Securities Rulemaking Board and the Strategic Advisory Committee of Build America Mutual. 23 ITEM 1A. RISK FACTORS An investment in our common stock involves a number of risks. Any of the risks described below could result in a significant or material adverse effect on our results of operations or financial condition, and a corresponding decline in the market price of our common stock. With a concentration of private passenger automobile insurance, our business may be adversely affected by conditions in this industry. Approximately 54.8% of our direct written premiums for the year ended December 31, 2019, were generated from private passenger automobile insurance policies. As a result of our focus on that line of business, negative developments in the economic, competitive or regulatory conditions affecting the private passenger automobile insurance industry could have a material adverse effect on our results of operations and financial condition. In addition, these developments would have a disproportionate effect on us, compared to insurers which conduct operations in multiple business lines. Because we write insurance principally in Massachusetts, our business may be adversely affected by conditions in Massachusetts, including the impact of additional competitors. Almost all of our direct written premiums are currently generated in Massachusetts. Our revenues and profitability are therefore subject to prevailing regulatory, economic, demographic, competitive and other conditions in Massachusetts. Changes in any of these conditions could make it more costly or difficult for us to conduct our business. The Massachusetts market has seen an increased level of competition, particularly in the private passenger automobile insurance line, due to prior changes in regulatory conditions. To date, we have not had a significant decrease in our private passenger automobile insurance business. However, further competition and adverse results could include loss of market share, decreased revenue, and/or increased costs. We have exposure to claims related to severe weather conditions, which may result in an increase in claims frequency and severity. We are subject to claims arising out of severe weather conditions, such as rainstorms, snowstorms and icestorms, that may have a significant effect on our results of operations and financial condition. The incidence and severity of weather conditions are inherently unpredictable. There is generally an increase in claims frequency and severity under the private passenger automobile insurance we write when severe weather occurs because a higher incidence of vehicular accidents and other insured losses tend to occur as a result of severe weather conditions. In addition, we have exposure to an increase in claims frequency and severity under the homeowners and other property insurance we write because property damage may result from severe weather conditions. Because some of our insureds live near the Massachusetts coastline, we also have a potential exposure to losses from hurricanes and major coastal storms such as Nor'easters. Although we purchase catastrophe reinsurance to limit our exposure to natural catastrophes, in the event of a major catastrophe resulting in property losses to us in excess of $665,000 our losses would exceed the limits of this reinsurance in addition to losses from our co-participation retention of a portion of the risk up to $665,000. Climate change may adversely impact our results of operations. There are concerns that the increase in weather-related catastrophes and other losses incurred by the industry in recent years may be indicative of changing weather patterns. This change in weather patterns could lead to higher overall losses which we may not be able to recover, particularly in light of the current competitive environment, and higher reinsurance costs. Climate change could also have an impact on issuers of securities in which we invest, resulting in realized and unrealized losses in future periods which could have a material adverse impact on our results of operations and/or financial position. 24 If we are not able to attract and retain independent agents, it could adversely affect our business. We market our insurance solely through independent agents. We must compete with other insurance carriers for the business of independent agents. Some of our competitors offer a larger variety of products, lower prices for insurance coverage or higher commissions. While we believe that the commissions and services we provide to our agents are competitive with other insurers, changes in commissions, services or products offered by our competitors could make it harder for us to attract and retain independent agents to sell our insurance products. Established competitors with greater resources may make it difficult for us to market our products effectively and offer our products at a profit. The property and casualty insurance business is highly competitive and many of our competitors have substantially greater financial and other resources than we do. We compete with both large national writers and smaller regional companies. Further, our competitors include other companies which, like us, serve the independent agency market, as well as companies which sell insurance directly to customers. Direct writers may have certain competitive advantages over agency writers, including increased name recognition, loyalty of the customer base to the insurer rather than to an independent agency and, potentially, lower cost structures. A material reduction in the amount of business independent agents sell would directly and negatively affect our profitability and our ability to compete with insurers that do not rely solely on the independent agency market to sell their products. Further, our Company and others compete on the basis of the commissions and other cash and non-cash incentives provided to agents. Although a number of national insurers that are much larger than we are do not currently compete in a material way in the Massachusetts personal auto market, if one or more of these companies decided to aggressively enter the market it could reduce our share of the Massachusetts market and thereby have a material adverse effect on us. These companies include some that would be able to sustain significant losses in order to acquire market share, as well as others which use distribution methods that compete with the independent agent channel. Progressive Corporation, GEICO and Allstate, large insurers that market directly to policyholders rather than through agents, along with other carriers have entered the Massachusetts private passenger automobile insurance market. We may not be able to successfully alleviate risk through reinsurance arrangements which could cause us to reduce our premiums written in certain lines or could result in losses. In order to reduce risk, to increase our underwriting capacity, and mitigate the volatility of losses on our financial condition and operations, we purchase reinsurance. The availability and the cost of reinsurance protection are subject to market conditions, which are outside of our control. As a result, we may not be able to successfully alleviate risk through these arrangements. For example, if reinsurance capacity for homeowner's risks were reduced as a result of terrorist attacks, climate change or other causes, we might seek to reduce the amount of homeowners business we write. As a result, the Company may not be able to successfully purchase reinsurance and transfer a portion of the Company’s risk through reinsurance arrangements. In addition, we are subject to credit risk with respect to our reinsurance because the ceding of risk to reinsurers does not relieve us of our liability to our policyholders. A significant reinsurer's insolvency or inability to make payments under the terms of a reinsurance treaty could have a material adverse effect on our results of operations and financial condition. As a holding company, Safety Insurance Group, Inc. is dependent on the results of operations of the Safety Insurance Company. Safety Insurance Group, Inc. is a company and a legal entity separate and distinct from Safety Insurance Company, our principal operating subsidiary. As a holding company without significant operations of its own, the principal sources of Safety Insurance Group, Inc.'s funds are dividends and other distributions from Safety Insurance Company. Our rights to participate in any distribution of assets of Safety Insurance Company are subject to prior claims of policyholders, creditors and preferred shareholders, if any, of Safety Insurance Company (except to the extent that our rights, if any, as a creditor are recognized). Consequently, our ability to pay debts, expenses and cash dividends to our shareholders may be limited. The ability of Safety Insurance Company to pay dividends is subject to limits under Massachusetts insurance law. Further, the ability of Safety Insurance Group, Inc. to pay dividends, and our subsidiaries' 25 ability to incur indebtedness or to use the proceeds of equity offerings, will be subject to limits under our revolving credit facility. We are subject to comprehensive government regulation and our ability to earn profits may be restricted by these regulations. General Regulation. We are subject to regulation by the state insurance department of each state in which we do business. In each jurisdiction, we must comply with various laws and regulations, including those involving: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) approval or filing of premium rates and policy forms; limitation of the right to cancel or non-renew policies in some lines; requirements to participate in residual markets; licensing of insurers and agents; and regulation of the right to withdraw from markets or terminate involvement with agencies; We also are subject to enhanced regulation by our domestic regulator, the Massachusetts Division of Insurance, from which we must obtain prior approval for certain corporate actions. Among other things, we must comply with laws and regulations governing: (cid:120) (cid:120) (cid:120) (cid:120) transactions between an insurance company and any of its affiliates; the payment of dividends; the acquisition of an insurance company or of any company controlling an insurance company; solvency standards; (cid:120) minimum amounts of capital and surplus which must be maintained; (cid:120) (cid:120) (cid:120) (cid:120) limitations on types and amounts of investments; restrictions on the size of risks which may be insured by a single company; deposits of securities for the benefit of policyholders; and reporting with respect to financial condition. In addition, insurance department examiners from Massachusetts perform periodic financial and market conduct examinations of insurance companies. Such regulation is generally intended for the protection of policyholders rather than security holders. Massachusetts, New Hampshire and Maine require that all licensed property and casualty insurers bear a portion of the losses suffered by some insureds as a result of impaired or insolvent insurance companies by participating in each state’s insolvency fund. Members of the state’s insolvency fund are assessed a proportionate share of the obligations and expenses of the fund in connection with an insolvent insurer. These assessments are made by the fund to cover the cost of paying eligible claims of policyholders of these insolvent insurers. Similarly, assessments are made by each state’s commercial automobile insurance residual market mechanism to recover the shares of net losses that would have been assessed to the insolvent companies but for their insolvencies. In addition, Massachusetts has established an underwriting association in order to ensure that property insurance is available for owners of high risk property who are not able to obtain insurance from private insurers. The losses of this underwriting association, the Massachusetts Property Insurance Underwriting Association, are shared by all insurers that write property and casualty insurance in Massachusetts. We are assessed from time to time to pay these losses. The effect of these assessments could reduce our profitability in any given period and limit our ability to grow our business. 26 Because we are unable to predict with certainty changes in the political, economic or regulatory environments of the states in which we operate in the future, there can be no assurance that existing insurance-related laws and regulations will not become more restrictive in the future or that new restrictive laws will not be enacted and, therefore, it is not possible to predict the potential effects of these laws and regulations on us. We may enter new markets and there can be no assurance that our diversification strategy will be effective. Although we intend to concentrate on our core businesses in Massachusetts, New Hampshire, and Maine, we also may seek to take advantage of prudent opportunities to expand our core businesses into other states where we believe the independent agent distribution channel is strong. As a result of a number of factors, including the difficulties of finding appropriate expansion opportunities and the challenges of operating in an unfamiliar market, we may not be successful in this diversification. Additionally, in order to carry out any such strategy we would need to obtain the appropriate licenses from the insurance regulatory authority of any such state. Our failure to maintain a commercially acceptable financial strength rating would significantly and negatively affect our ability to implement our business strategy successfully. A.M. Best has currently assigned Safety Insurance an "A (Excellent)" rating. An "A" rating is A.M. Best's third highest rating, out of 13 possible rating classifications for solvent companies. An "A" rating is assigned to insurers that in A.M. Best's opinion have an excellent ability to meet their ongoing obligations to policyholders. Moreover, an "A" rating is assigned to companies that have, on balance, excellent balance sheet strength, operating performance and business profile when compared to the standards established by A.M. Best. A.M. Best bases its ratings on factors that concern policyholders and not upon factors concerning investor protection. Such ratings are subject to change and are not recommendations to buy, sell, or hold securities. An important factor in an insurer's ability to compete effectively is its A.M. Best rating. Our A.M. Best rating is lower than those of some of our competitors. Any future decrease in our rating could affect our competitive position. Our losses and loss adjustment expenses may exceed our reserves, which could significantly affect our business. The reserves for losses and loss adjustment expenses that we have established are estimates of amounts needed to pay reported and unreported claims and related expenses based on facts and circumstances known to us as of the time we established the reserves. Reserves are based on historical claims information, industry statistics and other factors. The establishment of appropriate reserves is an inherently uncertain process. If our reserves are inadequate and are strengthened, we would have to treat the amount of such increase as a charge to our earnings in the period that the deficiency is recognized. As a result of these factors, there can be no assurance that our ultimate liability will not materially exceed our reserves and have a negative effect on our results of operations and financial condition. Due to the inherent uncertainty of estimating reserves, it has been necessary, and may over time continue to be necessary, to revise estimated future liabilities as reflected in our reserves for claims and policy expenses. The historic development of reserves for losses and loss adjustment expenses may not necessarily reflect future trends in the development of these amounts. Accordingly, it is not appropriate to extrapolate redundancies or deficiencies based on historical information. 27 If we lose key personnel, our ability to implement our business strategy could be delayed or hindered. The loss of key personnel could prevent us from fully implementing our business strategy and could significantly and negatively affect our financial condition and results of operations. As we continue to grow, we will need to recruit and retain additional qualified management personnel, and our ability to do so will depend upon a number of factors, such as our results of operations and prospects and the level of competition then prevailing in the market for qualified personnel. Market fluctuations and changes in interest rates can have significant and negative effects on our investment portfolio. Our results of operations depend in part on the performance of our invested assets. As of December 31, 2019, based upon fair value measurement, 85.1% of our investment portfolio was invested in fixed maturity securities, 12.3% in equity securities and 2.6% in other invested assets. Certain risks are inherent in connection with debt securities including loss upon default and price volatility in reaction to changes in interest rates and general market factors. We have a significant investment portfolio and adverse capital market conditions, including but not limited to volatility and credit spread changes, will impact the liquidity and value of our investments, potentially resulting in higher realized or unrealized losses. Values of our investments can also be impacted by reductions in price transparency and changes in investor confidence and preferences, potentially resulting in higher realized or unrealized losses. If the carrying value of our investments exceeds the fair value, and the decline in fair value is deemed to be other-than- temporary, we will be required to write down the value of our investments, which could materially harm our results of operations and financial condition. Indebtedness under our revolving credit agreement has the option to bear interest based on LIBOR, which may be subject to regulatory guidance and/or reform that could impact our current or future debt agreements. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021 and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on future indebtedness may be adversely affected or we may need to renegotiate the terms of our credit agreement to replace LIBOR with the new standard that is established, if any, or to otherwise agree with the trustees or agents on a new means of calculating interest. There are anti-takeover provisions contained in our organizational documents and in laws of the State of Delaware and the Commonwealth of Massachusetts that could impede an attempt to replace or remove our management or prevent the sale of our company, which could diminish the value of our common stock. Our certificate of incorporation, bylaws and the laws of Delaware contain provisions that may delay, deter or prevent a takeover attempt that shareholders might consider in their best interests. For example, our organizational documents provide for a classified board of directors with staggered terms, prevent shareholders from taking action by written consent, prevent shareholders from calling a special meeting of shareholders, provide for supermajority voting requirements to amend our certificate of incorporation and certain provisions of our bylaws and provide for the filling of vacancies on our board of directors by the vote of a majority of the directors then in office. These provisions will render the removal of the incumbent board of directors or management more difficult. In addition, these provisions may prevent shareholders from receiving the benefit of any premium over the market price of our common stock offered by a bidder in a potential takeover. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. The Massachusetts insurance law prohibits any person from acquiring control of us, and thus indirect control of the Insurance Subsidiaries., without the prior approval of the Commissioner. That law presumes that control exists where any person, directly or indirectly, owns, controls, holds the power to vote or holds proxies representing 10.0% or more of our outstanding voting stock. Even persons who do not acquire beneficial ownership of more than 10.0% of the 28 outstanding shares of our common stock may be deemed to have acquired such control if the Commissioner determines that such control exists in fact. Therefore, any person seeking to acquire a controlling interest in us would face regulatory obstacles which could delay, deter or prevent an acquisition that shareholders might consider in their best interests. Section 203 of the General Corporation Law of Delaware, the jurisdiction in which the Company is organized, may affect the ability of an "interested stockholder" to engage in certain business combinations including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an interested stockholder. An interested stockholder is defined to include persons owning directly or indirectly 15.0% or more of the outstanding voting stock of the corporation. Future sales of shares of our common stock by our existing shareholders in the public market, or the possibility or perception of such future sales, could adversely affect the market price of our stock. Investors currently known to be the beneficial owners of greater than 5.0% of our outstanding common stock hold approximately 48.9% of the common stock of Safety Insurance Group, Inc. on a fully diluted basis. No prediction can be made as to the effect, if any, that future sales of shares by our existing shareholders, or the availability of shares for future sale, will have on the prevailing market price of our common stock from time to time. Sales of substantial amounts of our common stock in the public market by our existing shareholders, or the possibility or perception that such sales could occur, could cause the prevailing market prices for our common stock to decrease. If such sales reduce the market price of our common stock, our ability to raise additional capital in the equity markets may be adversely affected. Our business depends on the uninterrupted operation of our systems and business functions, including our information technology, telecommunications and other business systems. Our business continuity and disaster recovery plans may not sufficiently address all contingencies. Our business is highly dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as processing new and renewal business, providing customer service, and processing and paying claims. A shut-down of or inability to access our facility, a power outage, or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration in the level of service we provide to our agents and policyholders. We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal business operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event, which may result in a material adverse effect on our financial position and results of operations. We outsource certain business and administrative functions to third parties and may do so increasingly in the future. If we fail to develop and implement our outsourcing strategies or our third-party providers fail to perform as anticipated, we may experience operational difficulties, increased costs and a loss of business that may have a material adverse effect on our results of operations or financial condition. Our business could be materially and adversely affected by a security breach or other attack involving our computer systems or the systems of one or more of our agents and vendors. Our highly automated and networked organization is subject to cyber-terrorism and a variety of other cyber- security threats. These threats come in a variety of forms, such as viruses and malicious software. Such threats can be difficult to prevent or detect, and if experienced, could interrupt or damage our operations, harm our reputation or have a material effect on our operations. Our technology and telecommunications systems are highly integrated and connected with other networks. Cyber-attacks involving these systems could be carried out remotely and from multiple sources and could interrupt, damage or otherwise adversely affect the operations of these critical systems. Cyber-attacks could result in the modification or theft of data, the distribution of false information or the denial of service to users. We obtain, 29 utilize and maintain data concerning individuals and organizations with which we have a business relationship. Threats to data security can emerge from a variety of sources and change in rapid fashion, resulting in the ongoing need to expend resources to secure our data in accordance with customer expectations and statutory and regulatory requirements. We could be subject to liability if confidential customer information is misappropriated from our technology systems. Despite the implementation of security measures, these systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any well-publicized compromise of security could deter people from entering into transactions that involve transmitting confidential information to our systems, which could have a material adverse effect on our business and reputation. We rely on services and products provided by many vendors. In the event that one or more of our vendors fails to protect personal information of our customers, claimants or employees, we may incur operational impairments, or could be exposed to litigation, compliance costs or reputational damage. We maintain cyber-liability insurance coverage to offset certain potential losses, subject to policy limits, such as liability to others, costs of related crisis management, data extortion, applicable forensics and certain regulatory defense costs, fines and penalties. We believe that we have established and implemented appropriate security measures to provide reasonable assurance that our information technology systems are secure and appropriate controls and procedures to enable us to identify and respond to unauthorized access to such systems. While we have not experienced material cyber-incidents to date, the occurrence and effects of cyber-incidents may remain undetected for an extended period. We periodically engage third parties to evaluate and test the adequacy of our security measures, controls and procedures. Despite these security measures, controls and procedures, disruptions to and breaches of our information technology systems are possible. ITEM 1B. UNRESOLVED STAFF COMMENTS As of the date of this report, the Company had no unresolved comments from the Commission staff regarding its periodic or current reports under the Exchange Act. ITEM 2. PROPERTIES We conduct most of our operations in approximately 75 thousand square feet of leased space at 20 Custom House Street in downtown Boston, Massachusetts. Our lease will expire on December 31, 2028. This real estate space was remodeled in 2018 and included capital expenditures to update lighting as well as heating, ventilation and air condition systems with state of the art and environmentally focused technologies. ITEM 3. LEGAL PROCEEDINGS Our Insurance Subsidiaries are parties to a number of lawsuits arising in the ordinary course of their insurance business. We believe that the ultimate resolution of these lawsuits will not, individually or in the aggregate, have a material adverse effect on our financial condition. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable 30 PART II. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As of February 6, 2020, there were 22 holders of record of the Company's common stock, par value $0.01 per share, and we estimate another 10,253 held in "Street Name." The closing price of the Company's common stock on February 10, 2020 was $93.55 per share. The Company’s common stock trades on the NASDAQ stock exchange under the symbol SAFT. During 2019 and 2018, the Company’s Board of Directors declared four quarterly cash dividends to shareholders, which were paid and accrued in the amounts of $52,392 and $49,330, respectively. On February 14, 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.90 per share to shareholders of record on March 2, 2020 payable on March 16, 2020. The Company plans to continue to declare and pay quarterly cash dividends in 2020, depending on the Company's financial position and the regularity of its cash flows. The Company relies on dividends from its Insurance Subsidiaries for a portion of its cash requirements. The payment by the Company of any cash dividends to the holders of common stock therefore depends on the receipt of dividend payments from its Insurance Subsidiaries. The payment of dividends by the Insurance Subsidiaries is subject to limitations imposed by Massachusetts law, as discussed in Item 1—Business, Supervision and Regulation, Insurance Regulation Concerning Dividends, and also in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. The information called for by Item 201 (d) of Regulation S-K regarding securities authorized for issuance under equity compensation plans will be contained in the Company's Proxy Statement for its Annual Meeting of Shareholders, to be held on May 20, 2020 in Boston, MA, which the Company intends to file with the U.S. Securities and Exchange Commission within 120 days after December 31, 2019 (the Company's fiscal year end), and such information is incorporated herein by reference. For information regarding our share repurchase program, refer to Item 8—Financial Statements and Supplementary Data, Note 13, Share Repurchase Program, of this Form 10-K. COMMON STOCK PERFORMANCE GRAPH Set forth below is a line graph comparing the dollar change in the cumulative total shareholder return on the Company's Common Stock, for the period beginning on December 31, 2014 and ending on December 31, 2019 with the cumulative total return of the NASDAQ Stock Market Index and a peer group comprised of five selected property & casualty insurance companies over the same period. The peer group consists of Protective Insurance Corp., Mercury General Corp., State Auto Financial Corp., Selective Insurance Group, Inc., and Donegal Group, Inc. The graph shows the change in value of an initial one hundred dollar investment over the period indicated, assuming re-investment of all dividends. 31 Comparative Cumulative Total Returns since December 31, 2014 Among Safety Insurance Group, Inc., Property & Casualty Insurance Peer Group and the NASDAQ Stock Market Index The foregoing performance graph and data shall not be deemed "filed" as part of this Form 10-K for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and should not be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such filing. 32 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth our selected historical consolidated financial data as of and for each of the five years ended December 31, 2019, 2018, 2017, 2016 and 2015. The selected historical consolidated financial data for the years ended December 31, 2019, 2018, and 2017, and as of December 31, 2019 and 2018 have been derived from the financial statements of Safety Insurance Group, Inc. included in this annual report which have been audited. The selected historical consolidated financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2017, 2016 and 2015 has been derived from Safety Insurance Group, Inc.'s consolidated financial statements not included in this annual report, which have been audited. We have prepared the selected historical consolidated financial data in conformity with U. S. generally accepted accounting principles. The selected financial data presented below should be read in conjunction with Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes included in this Form 10-K in order to more fully understand the historical consolidated financial data. Years Ended December 31, 2019 2018 Direct written premiums Net written premiums Net earned premiums Net investment income Earnings from partnership investments Net realized gains (losses) on investments Change in net unrealized gains on equity investments Net impairment losses on investments Finance and other service income Total revenue Losses and loss adjustment expenses Underwriting, operating and related expenses Interest expense Total expenses Income (loss) before income taxes Income tax expense (credit) Net income (loss) Earnings (loss) per weighted average common share: Basic Diluted Cash dividends paid per common share Number of shares used in computing earnings (loss) per share: Basic Diluted $ $ $ $ $ $ $ 852,404 794,409 788,777 46,665 1,937 2,976 21,454 (889) 16,833 877,753 509,846 244,136 90 754,072 123,681 24,080 99,601 6.52 6.46 3.40 $ $ $ $ $ $ $ $ $ $ 843,675 786,912 781,587 43,788 6,915 3,226 (16,324) (228) 17,533 836,497 485,513 246,643 90 732,246 104,251 21,056 83,195 $ $ $ 2017 827,316 781,054 774,420 38,758 2,082 6,036 - (256) 18,073 839,113 503,887 248,436 90 752,413 86,700 24,313 62,387 $ $ $ 2016 811,559 766,470 755,760 38,413 3,185 5,559 - (798) 17,703 819,822 493,433 233,017 90 726,540 93,282 28,697 64,585 5.48 5.43 3.20 $ $ $ 4.13 4.10 3.00 $ $ $ 4.29 4.27 2.80 $ $ $ 2015 785,730 746,180 738,164 40,534 2,387 (469) - (796) 18,133 797,953 612,569 213,939 90 826,598 (28,645) (14,792) (13,853) (0.93) (0.93) 2.80 15,201,132 15,337,807 15,080,269 15,229,898 15,010,751 15,135,348 14,946,453 15,032,263 14,866,607 14,866,607 33 Balance Sheet Data: Total cash and investment securities Total assets Losses and loss adjustment expense reserves Total liabilities Total shareholders' equity GAAP Ratios: Loss ratio (1) Expense ratio (1) Combined ratio (1) 2019 2018 Years Ended December 31, 2017 2016 2015 $ 1,487,362 2,022,669 $ 1,370,936 1,856,240 $ 1,348,763 1,807,279 $ 1,300,558 1,758,246 $ 610,566 1,214,263 808,406 584,719 1,137,596 718,644 574,054 1,106,263 701,016 560,321 1,087,520 670,726 1,256,937 1,703,869 553,977 1,059,370 644,499 64.6 % 31.0 95.6 % 62.1 % 31.6 93.7 % 65.1 % 32.1 97.2 % 65.3 % 30.8 96.1 % 83.0 % 29.0 112.0 % (1) The loss ratio is the ratio of losses and loss adjustment expenses to net earned premiums. The expense ratio, when calculated on a GAAP basis, is the ratio of underwriting expense to net earned premiums. The combined ratio is the sum of the loss ratio and the expense ratio. Please refer to Insurance Ratios under Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion on our GAAP ratios. 34 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our accompanying consolidated financial statements and notes thereto, which appear elsewhere in this document. In this discussion, all dollar amounts are presented in thousands, except share and per share data. The following discussion contains forward-looking statements. We intend statements which are not historical in nature to be, and are hereby identified as “forward-looking statements” to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, the Company’s senior management may make forward- looking statements orally to analysts, investors, the media and others. This safe harbor requires that we specify important factors that could cause actual results to differ materially from those contained in forward-looking statements made by or on behalf of us. We cannot promise that our expectations in such forward-looking statements will turn out to be correct. Our actual results could be materially different from and worse than our expectations. See “Forward- Looking Statements” below for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements. Executive Summary and Overview In this discussion, “Safety” refers to Safety Insurance Group, Inc. and “our Company,” “we,” “us” and “our” refer to Safety Insurance Group, Inc. and its consolidated subsidiaries. Our subsidiaries consist of Safety Insurance Company (“Safety Insurance”), Safety Indemnity Insurance Company (“Safety Indemnity”), Safety Property and Casualty Insurance Company (“Safety P&C”), Safety Asset Management Corporation (“SAMC”), and Safety Management Corporation, which is SAMC’s holding company. We are a leading provider of private passenger automobile (54.8% of our direct written premiums in 2019), commercial auotomobile, (17.3% of 2019 direct written premiums), and homeowners (23.0% of 2019 direct written premiums) insurance. In addition to these coverages, we offer a portfolio of other insurance products, including dwelling fire, umbrella and business owner policies (totaling 4.9% of 2019 direct written premiums). Operating exclusively in Massachusetts, New Hampshire and Maine through our insurance company subsidiaries, Safety Insurance, Safety Indemnity, and Safety P&C (together referred to as the “Insurance Subsidiaries”), we have established strong relationships with independent insurance agents, who numbered 892 in 1,120 locations throughout these three states during 2019. We have used these relationships and our extensive knowledge of the market to become the third largest private passenger automobile carrier and the largest commercial automobile carrier in Massachusetts, capturing an approximate 8.8% and 15.3% share, respectively, of the Massachusetts private passenger and commercial automobile markets in 2019, according to statistics compiled by CAR based on automobile exposures. We are the third largest homeowners insurance carrier in Massachusetts, with a market share of 7.2% in 2018. Our principal competitors within the Massachusetts homeowners insurance market are MAPFRE SA, Liberty Mutual Insurance and Chubb, which held 13.3%, 10.3% and 6.6% market shares respectively in 2018 (according to S&P Global Market Intelligence). Our Insurance Subsidiaries began writing insurance in New Hampshire during 2008 and Maine in 2016. The table below shows the amount of direct written premiums and number of policies written in each state during the years ended December 31, 2019, 2018, and 2017. Direct Written Premiums Massachusetts New Hampshire Maine Total Years Ended December 31, 2019 2018 2017 819,534 31,676 1,194 852,404 $ $ 813,857 29,159 659 843,675 $ $ 799,427 27,637 252 827,316 $ $ 35 Recent Trends and Events We define a “catastrophe” as an event that produces pre-tax losses before reinsurance in excess of $1,000 and involves multiple first-party policyholders, or an event that produces a number of claims in excess of a preset, per-event threshold of average claims in a specific area, occurring within a certain amount of time following the event. Catastrophes are caused by various natural events including high winds, winter storms, tornadoes, hailstorms, and hurricanes. The nature and level of catastrophes in any period cannot be reliably predicted. Catastrophe losses incurred by the type of event are shown in the following table. Event Windstorms and hailstorms Total losses incurred (1) Years Ended December 31, 2019 2018 2017 $ $ 5,123 5,123 $ $ 14,426 14,426 $ $ 6,700 6,700 (1) Total losses incurred include losses plus defense and cost containment expenses and excludes adjusting and other claims settlement expenses. The following rate changes have been filed and approved by the insurance regulators of Massachusetts and New Hampshire in 2019 and 2018. Our Massachusetts private passenger automobile rates include a 13% commission rate for agents. Line of Business New Hampshire Homeowner Massachusetts Homeowner Massachusetts Private Passenger Automobile Massachusetts Commercial Automobile New Hampshire Commercial Automobile New Hampshire Homeowner New Hampshire Private Passenger Automobile Massachusetts Homeowner Massachusetts Private Passenger Automobile Massachusetts Commercial Automobile New Hampshire Commercial Automobile Statutory Accounting Principles Effective Date December 1, 2019 November 1, 2019 September 1, 2019 June 1, 2019 March 1, 2019 December 1, 2018 December 1, 2018 November 1, 2018 September 1, 2018 June 1, 2018 March 1, 2018 Rate Change 3.8% 2.2% 1.9% 3.1% 1.8% 2.3% 2.0% 2.6% 2.3% 3.7% 4.6% Our results are reported in accordance with GAAP, which differ from amounts reported in accordance with statutory accounting principles ("SAP") as prescribed by insurance regulatory authorities, which in general reflect a liquidating, rather than going concern concept of accounting. Specifically, under GAAP: (cid:120) (cid:120) Policy acquisition costs such as commissions, premium taxes and other variable costs incurred which are directly related to the successful acquisition of a new or renewal insurance contract are capitalized and amortized on a pro rata basis over the period in which the related premiums are earned, rather than expensed as incurred, as required by SAP. Certain assets are included in the consolidated balance sheets whereas, under SAP, such assets are designated as "nonadmitted assets," and charged directly against statutory surplus. These assets consist primarily of premium receivables that are outstanding over ninety days, federal deferred tax assets in excess of statutory limitations, furniture, equipment, leasehold improvements and prepaid expenses. (cid:120) Amounts related to ceded reinsurance are shown gross of ceded unearned premiums and reinsurance recoverables, rather than netted against unearned premium reserves and loss and loss adjustment expense reserves, respectively, as required by SAP. 36 (cid:120) (cid:120) Fixed maturities securities, which are classified as available-for-sale, are reported at current fair values, rather than at amortized cost, or the lower of amortized cost or market, depending on the specific type of security, as required by SAP. The differing treatment of income and expense items results in a corresponding difference in federal income tax expense. Changes in deferred income taxes are reflected as an item of income tax benefit or expense, rather than recorded directly to surplus as regards policyholders, as required by SAP. Admittance testing may result in a charge to unassigned surplus for non-admitted portions of deferred tax assets. Under GAAP reporting, a valuation allowance may be recorded against the deferred tax asset and reflected as an expense. Insurance Ratios The property and casualty insurance industry uses the combined ratio as a measure of underwriting profitability. The combined ratio is the sum of the loss ratio (losses and loss adjustment expenses incurred as a percent of net earned premiums) plus the expense ratio (underwriting and other expenses as a percent of net earned premiums, calculated on a GAAP basis). The combined ratio reflects only underwriting results and does not include income from investments or finance and other service income. Underwriting profitability is subject to significant fluctuations due to competition, catastrophic events, weather, economic and social conditions, and other factors. Our GAAP insurance ratios are presented in the following table for the periods indicated. GAAP ratios: Loss ratio Expense ratio Combined ratio Share-Based Compensation 2019 Years Ended December 31, 2018 2017 64.6 % 31.0 95.6 % 62.1 % 31.6 93.7 % 65.1 % 32.1 97.2 % On April 2, 2018, the Company’s Board of Directors adopted the Safety Insurance Group, Inc. 2018 Long-Term Incentive Plan (“the 2018 Plan”), which was subsequently approved by our shareholders at the 2018 Annual Meeting of Shareholders. The 2018 Plan enables the grant of stock awards, performance shares, cash-based performance units, other stock-based awards, stock options, stock appreciation rights, and stock unit awards, each of which may be granted separately or in tandem with other awards. Eligibility to participate includes officers, directors, employees and other individuals who provide bona fide services to the Company. The 2018 Plan supersedes the Company’s 2002 Management Omnibus Incentive Plan (“the 2002 Incentive Plan”). The 2018 Plan establishes an initial pool of 350,000 shares of common stock available for issuance to our employees and other eligible participants. The maximum number of shares of common stock between both the 2018 Plan and 2002 Incentive Plan with respect to which awards may be granted is 2,850,000. No further grants will be allowed under the 2002 Incentive Plan. At December 31, 2019, there were 293,031 shares available for future grant. Grants outstanding under the Plans as of December 31, 2019, were comprised of 162,307 restricted shares. 37 Grants made under the Incentive Plan during the years 2017 through 2019 were as follows. Type of Equity Awarded RS - Service RS - Service RS - Performance RS RS RS - Service RS - Performance RS RS - Performance RS - Service RS - Performance RS RS - Performance Effective Date February 22, 2017 February 22, 2017 February 22, 2017 February 22, 2017 July 1, 2017 February 26, 2018 February 26, 2018 February 26, 2018 August 1, 2018 February 26, 2019 February 26, 2019 February 26, 2019 February 26, 2019 Number of Awards Granted Fair Value per Share (1) 19,120 16,106 29,829 4,000 1,000 34,451 31,668 5,000 164 28,778 23,191 5,000 40,256 $ $ $ $ $ $ $ $ $ $ $ $ $ 73.55 73.55 74.96 73.55 68.30 75.05 75.05 75.05 92.30 92.52 92.52 92.52 92.52 Vesting Terms 3 years, 30%-30%-40% 5 years, 20% annually 3 years, cliff vesting (3) No vesting period (2) No vesting period (2) 3 years, 30%-30%-40% 3 years, cliff vesting (3) No vesting period (2) No vesting period (4) 3 years, 30%-30%-40% 3 years, cliff vesting (3) No vesting period (2) No vesting period (4) (1) The fair value per share of the restricted stock grant is equal to the closing price of our common stock on the grant date. (2) Board of Director members must maintain stock ownership equal to at least four times their annual cash retainer. This requirement must be met within five years of becoming a director. (3) The shares represent performance-based restricted shares award. Vesting of these shares is dependent upon the attainment of pre-established performance objectives, and any difference between shares granted and shares earned at the end of the performance period will be reported at the conclusion of the performance period (4) The shares represent a true-up of previously awarded performance-based restricted share awards. The updated shares were calculated based on the attainment of pre-established performance objectives. Reinsurance We reinsure with other insurance companies a portion of our potential liability under the policies we have underwritten, thereby protecting us against an unexpectedly large loss or a catastrophic occurrence that could produce large losses, primarily in our homeowners line of business. We use various software products to measure our exposure to catastrophe losses and the probable maximum loss to us for catastrophe losses such as hurricanes. The models include estimates for our share of the catastrophe losses generated in the residual market for property insurance by the FAIR Plan. The reinsurance market has seen from the various software modelers, increases in the estimate of damage from hurricanes in the southern and northeast portions of the United States due to revised estimations of increased hurricane activity and increases in the estimation of demand surge in the periods following a significant event. We continue to manage and model our exposure and adjust our reinsurance programs as a result of the changes to the models. As of January 1, 2019, we have purchased four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000. Our reinsurers’ co-participation is 50.0% of $50,000 for the 1st layer, 80.0% of $50,000 for the 2nd layer, 80.0% of $250,000 for the 3rd layer and 80.0% of $265,000 for the 4th layer. As a result of the changes to the models, our catastrophe reinsurance in 2019 protects us in the event of a “139-year storm” (that is, a storm of a severity expected to occur once in a 139-year period). Most of our reinsurers have an A.M. Best rating of “A+” (Superior) or “A” (Excellent). We are a participant in CAR, a state-established body that runs the residual market reinsurance programs for commercial automobile insurance in Massachusetts under which premiums, expenses, losses and loss adjustment expenses on ceded business are shared by all insurers writing commercial automobile insurance in Massachusetts. We also participate in the FAIR Plan in which premiums, expenses, losses and loss adjustment expenses on homeowners business that cannot be placed in the voluntary market are shared by all insurers writing homeowners insurance in Massachusetts. The FAIR Plan buys reinsurance to reduce their exposure to catastrophe losses. On July 1, 2019, the FAIR Plan purchased $2,000,000 of catastrophe reinsurance for property losses with retention of $100,000. We also had $150,945 due from CAR comprising of loss and loss adjustment expense reserves, unearned premiums and reinsurance recoverables. 38 Effects of Inflation We do not believe that inflation has had a material effect on our consolidated results of operations, except insofar as inflation may affect interest rates. Non-GAAP Measures Management has included certain non-generally accepted accounting principles (“non-GAAP”) financial measures in presenting the Company’s results. Management believes that these non-GAAP measures better explain the Company’s results of operations and allow for a more complete understanding of the underlying trends in the Company’s business. These measures should not be viewed as a substitute for those determined in accordance with generally accepted accounting principles (“GAAP”). In addition, our definitions of these items may not be comparable to the definitions used by other companies. Non-GAAP operating income and non-GAAP operating income per diluted share consist of our GAAP net income adjusted by the net realized gains, net impairment losses on investments, changes in net unrealized gains on equity securities and taxes related thereto. Net income and earnings per diluted share are the GAAP financial measures that are most directly comparable to non-GAAP operating income and non-GAAP operating income per diluted share, respectively. A reconciliation of the GAAP financial measures to these non-GAAP measures is included in the financial highlights below. 39 The following table shows certain of our selected financial results. Results of Operations Direct written premiums Net written premiums Net earned premiums Net investment income Earnings from partnership investments Net realized gains on investments Change in net unrealized gains on equity investments Net impairment losses on investments Finance and other service income Total revenue Loss and loss adjustment expenses Underwriting, operating and related expenses Interest expense Total expenses Income before income taxes Income tax expense Net income Earnings per weighted average common share: Basic Diluted Cash dividends paid per common share Reconciliation of Net Income to Non-GAAP Operating Income: Net income Exclusions from net income: Net realized gains on investments Change in net unrealized gains on equity investments Net impairment losses on investments Income tax benefit (expense) Non-GAAP Operating income Net income per diluted share Exclusions from net income: Net realized gains on investments Change in net unrealized gains on equity investments Net impairment losses on investments Income tax benefit (expense) Non-GAAP Operating income per diluted share Years Ended December 31, 2019 2018 2017 852,404 794,409 788,777 46,665 1,937 2,976 21,454 (889) 16,833 877,753 509,846 244,136 90 754,072 123,681 24,080 99,601 6.52 6.46 3.40 $ $ $ $ $ $ $ 843,675 786,912 781,587 43,788 6,915 3,226 (16,324) (228) 17,533 836,497 485,513 246,643 90 732,246 104,251 21,056 83,195 5.48 5.43 3.20 $ $ $ $ $ $ $ 827,316 781,054 774,420 38,758 2,082 6,036 — (256) 18,073 839,113 503,887 248,436 90 752,413 86,700 24,313 62,387 4.13 4.10 3.00 99,601 $ 83,195 $ 62,387 (2,976) (21,454) 889 4,944 81,004 6.46 (0.19) (1.40) 0.06 0.32 5.25 $ $ $ (3,226) 16,324 228 (2,798) 93,723 5.43 (0.21) 1.07 0.01 (0.18) 6.12 $ $ $ (6,036) - 256 2,023 58,630 4.10 (0.40) - 0.02 0.12 3.84 $ $ $ $ $ $ $ $ $ $ $ YEAR ENDED DECEMBER 31, 2019 COMPARED TO YEAR ENDED DECEMBER 31, 2018 Direct Written Premiums. Direct written premiums for the year ended December 31, 2019 increased by $8,729, or 1.0%, to $852,404 from $843,675 for the comparable 2018 period. The 2019 increase occurred primarily in our commercial automobile and homeowners business lines. Net Written Premiums. Net written premiums for the year ended December 31, 2019 increased by $7,497, or 1.0%, to $794,409 from $786,912 for the comparable 2018 period. Net Earned Premiums. Net earned premiums for the year ended December 31, 2019 increased by $7,190, or 0.9%, to $788,777 from $781,587 for the comparable 2018 period. 40 The effect of reinsurance on net written and net earned premiums is presented in the following table. Written Premiums Direct Assumed Ceded Net written premiums Earned Premiums Direct Assumed Ceded Net earned premiums Year Ended December 31, 2019 2018 $ $ $ $ 852,404 32,391 (90,386) 794,409 845,102 32,853 (89,178) 788,777 $ $ $ $ 843,675 32,403 (89,166) 786,912 836,759 32,196 (87,368) 781,587 Net Investment Income. Net investment income for the year ended December 31, 2019 increased by $2,877, or 6.6%, to $46,665 from $43,788 for the comparable 2018 period. The increase is a result of an increase in the average invested asset balance and improved investment income yields compared to the prior year. Net effective annual yield on the investment portfolio was 3.4% for the year ended December 31, 2019 compared to 3.3% for the year ended December 31, 2018. Our duration was 3.3 years at December 31, 2019, compared to 3.6 years at December 31, 2018. Earnings from Partnership Investments. Earnings from partnership investments were $1,937 for the year ended December 31, 2019 compared to $6,915 for the year ended December 31, 2018. The 2018 earnings reflects an increase in investment appreciation and cash proceeds received as return on capital. Timing and generation of these return on capital can vary based on the results and transactions of the underlying partnerships. Net Realized Gains on Investments. Net realized gains on investments were $2,976 for the year ended December 31, 2019 compared to $3,226 for the comparable 2018 period. The gross unrealized gains and losses on investments in fixed maturity securities, including redeemable preferred stocks that have characteristics of fixed maturities, equity securities, including interests in mutual funds, and other invested assets were as follows: As of December 31, 2019 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses (3) OTTI Non-OTTI Unrealized Unrealized Losses (4) Losses Estimated Fair Value U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities (1) Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities (2) Other invested assets (5) Totals $ $ 1,504 241,597 301,503 106,902 36,068 504,783 1,192,357 151,121 37,278 1,380,756 $ $ 8 9,799 6,608 3,233 218 18,455 38,321 27,879 — 66,200 $ $ — $ — (909) (397) (64) (1,268) (2,638) (1,363) — (4,001) $ — $ — — — — — — — — — $ 1,512 251,396 307,202 109,738 36,222 521,970 1,228,040 177,637 37,278 1,442,955 (1) Residential mortgage-backed securities consists of obligations of U.S. Government agencies including collateralized mortgage obligations issued, guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB). (2) Equity securities include common stock, preferred stock, mutual funds and interests in mutual funds held to fund the Company’s executive deferred compensation plan. (3) Our investment portfolio included 229 securities in an unrealized loss position at December 31, 2019. (4) Amounts in this column represent other-than-temporary impairment (“OTTI”) recognized in accumulated other comprehensive (loss) income. (5) Other invested assets are accounted for under the equity method which approximates fair value. 41 The composition of our fixed income security portfolio by rating was as follows: U.S. Treasury securities and obligations of U.S. Government agencies Aaa/Aa A Baa Ba B Caa/Ca Not rated Total As of December 31, 2019 Estimated Fair Value Percent $ $ 308,713 320,532 247,334 175,147 65,010 86,595 2,896 21,813 1,228,040 25.1 % 26.1 20.1 14.3 5.3 7.1 0.2 1.8 100.0 % Ratings are generally assigned upon the issuance of the securities and are subject to revision on the basis of ongoing evaluations. Ratings in the table are as of the date indicated. As of December 31, 2019, our portfolio of fixed maturity investments was principally comprised of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities. The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured and senior bank loans and high yield bonds. The following table illustrates the gross unrealized losses included in our investment portfolio and the fair value of those securities, aggregated by investment category. The table also presents the length of time that they have been in a continuous unrealized loss position. Less than 12 Months As of December 31, 2019 12 Months or More Estimated Fair Value Unrealized Estimated Unrealized Fair Value Losses Losses Total Estimated Fair Value Unrealized Losses U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities Total temporarily impaired securities $ $ — $ — 61,933 36,398 21,281 26,386 145,998 8,849 154,847 $ — $ — 409 397 64 481 1,351 391 1,742 $ — $ — 31,655 866 462 13,718 46,701 14,143 60,844 $ — $ — 500 — — 787 1,287 972 2,259 $ — $ — 93,588 37,264 21,743 40,104 192,699 22,992 215,691 $ — — 909 397 64 1,268 2,638 1,363 4,001 The unrealized losses in our fixed income and equity portfolio as of December 31, 2019 were reviewed for potential other-than-temporary asset impairments. The Company held three debt securities at December 31, 2019 with a significant (20% or greater) unrealized loss for four or more consecutive quarters that additionally had certain qualitative factors that led to an impairment assessment. The Company recognized OTTI of $889 and $228 for the year ended December 31, 2019 and 2018, respectively, which consisted entirely of credit losses related to fixed maturity securities. Specific qualitative analysis was also performed for securities appearing on our “Watch List,” if any. Qualitative analysis considered such factors as the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, changes to the rating of the security by a rating agency and the historical volatility of the fair value of the security. The majority of unrealized losses recorded on the investment portfolio at December 31, 2019 resulted from fluctuations in market interest rates and other temporary market conditions as opposed to fundamental changes in the credit quality of the issuers of such securities. Given our current level of liquidity, the fact that we do not intend to sell 42 these securities, and that it is more likely than not that we will not be required to sell these securities prior to recovery of the cost basis of these securities, these decreases in values are viewed as being temporary. For information regarding fair value measurements of our investment portfolio, refer to Item 8—Financial Statements and Supplementary Data, Note 15, Fair Value of Financial Instruments, of this Form 10-K. Net Impairment Losses on Investments. Net impairment losses on investments were $889 and $228 for the year ended December 31, 2019 and December 31, 2018. Finance and Other Service Income. Finance and other service income include revenues from premium installment charges, which we recognize when earned, and other miscellaneous income and fees. Finance and other service income decreased by $700, or 4.0%, to $16,833 for the year ended December 31, 2019 from $17,533 for the comparable 2018 period. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses incurred for the year ended December 31, 2019 increased by $24,333, or 5.0%, to $509,846 from $485,513 for the comparable 2018 period. Our GAAP loss ratio for the year ended December 31, 2019 and 2018 was 64.6% and 62.1%, respectively. Our GAAP loss ratio excluding loss adjustment expenses was 56.1% and 54.0% for the years ended December 31, 2019 and 2018, respectively. Total prior year favorable development included in the pre-tax results for the year ended December 31, 2019 was $42,049, compared to $56,488, for the comparable 2018 period. Underwriting, Operating and Related Expenses. Underwriting, operating and related expenses for the year ended December 31, 2019 decreased by $2,507, or 1.0%, to $244,136 from $246,643 for the comparable 2018 period. Our GAAP expense ratio for the year ended December 31, 2019 decreased to 31.0% from 31.6% for the comparable 2018 period. Interest Expenses. Interest expense was $90 for each of the years ended December 31, 2019 and 2018. The credit facility commitment fee included in interest expense was $75 for each of the years ended December 31, 2019 and 2018. Income Tax Expense Our effective tax rates were 19.5% and 20.2% for the years ended December 31, 2019 and 2018, respectively. The U.S. Tax Cuts and Jobs Act (the “TCJA”) which became effective on December 22, 2017, reduced the corporate statutory tax rate from 35% to 21%. The effective rates for the years ended December 31, 2019 and 2018 were lower than the statutory rates primarily due to the effects of tax-exempt investment income. Net Income. Net income for the year ended December 31, 2019 was $99,601 compared to a net income of $83,195 for the comparable 2018 period. Non-GAAP Operating Income. Non-GAAP operating income as defined above was $81,004 for the year ended December 31, 2019 compared to $93,723 for the year ended December 31, 2018. The comparison of results for the year ended December 31, 2018 compared to the year ended December 31, 2017 can be found in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 28, 2019. 43 Liquidity and Capital Resources As a holding company, Safety’s assets consist primarily of the stock of our direct and indirect subsidiaries. Our principal source of funds to meet our obligations and pay dividends to shareholders, therefore, is dividends and other permitted payments from our subsidiaries, principally Safety Insurance. Safety is the borrower under our credit facility. Safety Insurance’s sources of funds primarily include premiums received, investment income and proceeds from sales and redemptions of investments. Safety Insurance’s principal uses of cash are the payment of claims, operating expenses and taxes, the purchase of investments and payment of dividends to Safety. Net cash provided by operating activities was $112,456, $127,691, and $82,040 during the years ended December 31, 2019, 2018, and 2017, respectively. Our operations typically generate positive cash flows from operations as most premiums are received in advance of the time when claim and benefit payments are required. These positive operating cash flows are expected to continue to meet our liquidity requirements. Net cash used for investing activities was $52,964, $83,004, and $14,924 for the years ended December 31, 2019, 2018, and 2017, respectively, as purchases of fixed maturity and equity securities exceeded proceeds from the sales, paydowns, calls and maturities of fixed maturity and equity securities. Net cash used for financing activities was $52,667, $48,813, and $45,460 during the years ended December 31, 2019, 2018 and 2017, respectively. Net cash used for financing activities is primarily comprised of dividend payments to shareholders. The Insurance Subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments. We do not anticipate the need to sell these securities to meet the Insurance Subsidiaries cash requirements. We expect the Insurance Subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell securities before their values fully recover; thereby causing us to recognize additional impairment charges in that time period. Credit Facility For information regarding our Credit Facility, please refer to Item 8—Financial Statements and Supplementary Data, Note 9, Debt, of this Form 10-K. Recent Accounting Pronouncements For information regarding Recent Accounting Pronouncements, please refer to Item 8—Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting Policies, of this Form 10-K. Regulatory Matters Our insurance company’s subsidiaries are subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid to their parent without prior approval of the Commissioner. The Massachusetts statute limits the dividends an insurer may pay in any twelve-month period, without the prior permission of the Commissioner, to the greater of (i) 10% of the insurer’s surplus as of the preceding December 31 or (ii) the insurer’s net income for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Our Insurance Subsidiaries may not declare an “extraordinary dividend” (defined as any dividend or distribution that, together with other distributions made within the preceding twelve months, exceeds the limits established by Massachusetts statute) until thirty days after the Commissioner has received notice of the intended dividend and has not objected. As historically administered by the Commissioner, this provision requires the 44 Commissioner’s prior approval of an extraordinary dividend. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as earned surplus, and the insurer’s remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs. At year-end 2019, the statutory surplus of Safety Insurance was $704,177, and its net income for 2019 was $75,469. As a result, a maximum of $75,469 is available in 2020 for such dividends without prior approval of the Commissioner. As a result of this Massachusetts statute, the Insurance Subsidiaries had restricted net assets in the amount of $628,708 at December 31, 2019. During the twelve months ended December 31, 2019, Safety Insurance recorded dividends to Safety of $47,585. The maximum dividend permitted by law is not indicative of an insurer’s actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer’s ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends. Since the initial public offering of its common stock in November 2002, the Company has paid regular quarterly dividends to shareholders of its common stock. Quarterly dividends paid during 2019 and 2018 were as follows: Declaration Date February 15, 2018 May 2, 2018 August 1, 2018 October 31, 2018 February 15, 2019 May 1, 2019 July 31, 2019 October 31, 2019 Record Date March 1, 2018 June 1, 2018 September 4, 2018 December 3, 2018 March 1, 2019 June 3, 2019 September 3, 2019 December 2, 2019 Payment Date March 15, 2018 June 15, 2018 September 14, 2018 December 14, 2018 March 15, 2019 June 14, 2019 September 13, 2019 December 13, 2019 Dividend per Common Share Total Dividends Paid and Accrued $ $ $ $ $ $ $ $ 0.80 0.80 0.80 0.80 0.80 0.80 0.90 0.90 $ $ $ $ $ $ $ $ 12,326 12,295 12,312 12,397 12,300 12,371 13,854 13,867 On February 14, 2020, our Board approved and declared a quarterly cash dividend on our common stock of $0.90 per share to be paid on March 16, 2020 to shareholders of record on March 2, 2020. We plan to continue to declare and pay quarterly cash dividends in 2020, depending on our financial position and the regularity of our cash flows. On August 3, 2007, the Board of Directors approved a share repurchase program of up to $30,000 of the Company’s outstanding common shares. As of December 31, 2019, the Board of Directors had cumulatively authorized increases to the existing share repurchase program of up to $150,000 of its outstanding common shares. Under the program, the Company may repurchase shares of its common stock for cash in public or private transactions, in the open market or otherwise. The timing of such repurchases and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable regulatory and corporate requirements. The program does not require us to repurchase any specific number of shares and may be modified, suspended or terminated at any time without prior notice. At December 31, 2019 and December 31, 2018, the Company had purchased 2,279,570 shares at a cost of $83,835. Management believes that the current level of cash flow from operations provides us with sufficient liquidity to meet our operating needs over the next 12 months. We expect to be able to continue to meet our operating needs after the next 12 months from internally generated funds. Since our ability to meet our obligations in the long term (beyond such twelve-month period) is dependent upon such factors as market changes, insurance regulatory changes and economic conditions, no assurance can be given that the available net cash flow will be sufficient to meet our operating needs. We expect that we would need to borrow or issue capital stock if we needed additional funds, for example, to pay for an acquisition or a significant expansion of our operations. There can be no assurance that sufficient funds for any of the foregoing purposes would be available to us at such time. Off-Balance Sheet Arrangements We have no material obligations under a guarantee contract meeting the characteristics identified in Accounting Standards Codification (“ASC”) 460, Guarantees. We have no material retained or contingent interests in assets transferred to an unconsolidated entity. We have no material obligations, including contingent obligations, under 45 contracts that would be accounted for as derivative instruments. We have no obligations, including contingent obligations, arising out of a variable interest in an unconsolidated entity held by, and material to, us, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us. We have no direct investments in real estate and no holdings of mortgages secured by commercial real estate. Accordingly, we have no material off-balance sheet arrangements. Contractual Obligations We have obligations to make future payments under contracts and credit-related financial instruments and commitments. At December 31, 2019, certain long-term aggregate contractual obligations and credit-related commitments are summarized as follows: Loss and LAE reserves Operating leases Total contractual obligations Within One Year 299,177 4,998 304,175 $ $ $ $ Payments Due by Period Two to Three Years Four to Five Years 268,649 9,068 277,717 $ $ 36,634 7,754 44,388 $ $ After Five Years 6,106 15,405 21,511 $ $ Total 610,566 37,225 647,791 As of December 31, 2019, the Company had loss and LAE reserves of $610,566, unpaid reinsurance recoverables of $122,372 and net loss and LAE reserves of $488,194. Our loss and LAE reserves are estimates as described in more detail under Critical Accounting Policies and Estimates. The specific amounts and timing of obligations related to case reserves, IBNR reserves and related LAE reserves are not set contractually, and the amounts and timing of these obligations are unknown. Nonetheless, based upon our cumulative claims paid over the last ten years, the Company estimates that its loss and LAE reserves will be paid in the period shown above. While management believes that historical performance of loss payment patterns is a reasonable source for projecting future claims payments, there is inherent uncertainty in this estimated projected settlement of loss and LAE reserves, and as a result these estimates will differ, perhaps significantly, from actual future payments. Our operations typically generate substantial positive cash flows from operations as most premiums are received in advance of the time when claim and benefit payments are required. These positive operating cash flows are expected to continue to meet our liquidity requirements, including any unexpected variations in the timing of claim settlements. As part of the Company’s investment activity, we have committed $80,000 to investments in limited partnerships. The Company has contributed $49,587 to these commitments as of December 31, 2019. As of December 31, 2019, the remaining committed capital that could be called is $32,721, which includes potential recallable capital distributions. Loss and Loss Adjustment Expense Reserves. Critical Accounting Policies and Estimates Significant periods of time can elapse between the occurrence of an insured loss, the reporting to us of that loss and our final payment of that loss. To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities. Our reserves represent estimates of amounts needed to pay reported and unreported losses and the expenses of investigating and paying those losses, or loss adjustment expenses. Every quarter, we review our previously established reserves and adjust them, if necessary. When a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment. The amount of the reserve is primarily based upon an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss. The estimate reflects the informed judgment of such personnel based on general insurance reserving practices and on the experience and knowledge of the claims person. During the loss adjustment period, these estimates are revised as deemed necessary by our claims department based on subsequent developments and periodic reviews of the cases. When a claim is closed with or 46 without a payment, the difference between the case reserve and the settlement amount creates a reserve deficiency if the payment exceeds the case reserve or a reserve redundancy if the payment is less than the case reserve. In accordance with industry practice, we also maintain reserves for estimated losses incurred but not yet reported (“IBNR”). IBNR reserves are determined in accordance with commonly accepted actuarial reserving techniques on the basis of our historical information and experience. We review and make adjustments to incurred but not yet reported reserves quarterly. In addition, IBNR reserves can also be expressed as the total loss reserves required less the case reserves on reported claims. When reviewing reserves, we analyze historical data and estimate the impact of various loss development factors, such as our historical loss experience and that of the industry, trends in claims frequency and severity, our mix of business, our claims processing procedures, legislative enactments, judicial decisions, legal developments in imposition of damages, and changes and trends in general economic conditions, including the effects of inflation. A change in any of these factors from the assumption implicit in our estimate can cause our actual loss experience to be better or worse than our reserves, and the difference can be material. There is no precise method, however, for evaluating the impact of any specific factor on the adequacy of reserves, because the eventual development of reserves is affected by many factors. In estimating all our loss reserves, we follow the guidance prescribed by Accounting Standards Codification (“ASC”) 944, Financial Services – Insurance. Management determines our loss and LAE reserves estimate based upon the analysis of our actuaries. A reasonable estimate is derived by selecting a point estimate within a range of indications as calculated by our actuaries using generally accepted actuarial techniques. The key assumption in most actuarial analysis is that past patterns of frequency and severity will repeat in the future, unless a significant change in the factors described above takes place. Our key factors and resulting assumptions are the ultimate frequency and severity of claims, based upon the most recent ten years of claims reported to the Company, and the data CAR reports to us to calculate our share of the residual market, as of the date of the applicable balance sheet. For each accident year and each coverage within a line of business our actuaries calculate the ultimate losses incurred. Our total reserves are the difference between the ultimate losses incurred and the cumulative loss and loss adjustment payments made to date. Our IBNR reserves are calculated as the difference between our total reserves and the outstanding case reserves at the end of the accounting period. To determine ultimate losses, our actuaries calculate a range of indications and select a point estimation using such actuarial techniques as: (cid:120) (cid:120) (cid:120) (cid:120) Paid Loss Indications: This method projects ultimate loss estimates based upon extrapolations of historic paid loss trends. This method tends to be used on short tail lines such as automobile physical damage. Incurred Loss Indications: This method projects ultimate loss estimates based upon extrapolations of historic incurred loss trends. This method tends to be used on long tail lines of business such as automobile liability and homeowner’s liability. Bornhuetter-Ferguson Indications: This method projects ultimate loss estimates based upon extrapolations of an expected amount of IBNR, which is added to current incurred losses or paid losses. This method tends to be used on small, immature, or volatile lines of business, such as our BOP and umbrella lines of business. Bodily Injury Code Indications: This method projects ultimate loss estimates for our private passenger and commercial automobile bodily injury coverage based upon extrapolations of the historic number of accidents and the historic number of bodily injury claims per accident. Projected ultimate bodily injury claims are then segregated into expected claims by type of injury (e.g. soft tissue injury vs. hard tissue injury) based on past experience. An ultimate severity, or average paid loss amounts, is estimated based upon extrapolating historic trends. Projected ultimate loss estimates using this method are the aggregate of estimated losses by injury type. Such techniques assume that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting our ultimate losses, total reserves and resulting IBNR reserves. It is possible 47 that the final outcome may fall above or below these amounts as a result of a number of factors, including immature data, sparse data, or significant growth in a line of business. Using these methodologies our actuaries established a range of reasonably possible estimations for net reserves of approximately $450,927 to $504,753 as of December 31, 2019 compared to a range of $422,423 to $498,216 as of December 31, 2018. In general, the low and high values of the ranges represent reasonable minimum and maximum values of the indications based on the techniques described above. Our selected point estimate of net loss and LAE reserves based upon the analysis of our actuaries was $488,194 as of December 31, 2019 compared to $476,321 as of December 31, 2018. The following tables present the point estimation of the recorded reserves and the range of estimations by line of business for net loss and LAE reserves as of December 31, 2019 and December 31, 2018. Line of Business Private passenger automobile Commercial automobile Homeowners All other Total Line of Business Private passenger automobile Commercial automobile Homeowners All other Total As of December 31, 2019 Low Recorded High 201,107 98,466 83,795 67,559 450,927 $ $ 212,521 108,261 89,360 78,052 488,194 $ $ 216,861 109,831 91,426 86,635 504,753 Low As of December 31, 2018 Recorded High 195,940 87,797 70,788 67,898 422,423 $ $ 220,913 96,161 82,215 77,032 476,321 $ $ 224,789 99,854 88,210 85,363 498,216 $ $ $ $ The following table presents our total net reserves and the corresponding case reserves and IBNR reserves for each line of business as of December 31, 2019 and December 31, 2018. Line of Business Private passenger automobile CAR assumed private passenger auto Commercial automobile CAR assumed commercial automobile Homeowners FAIR Plan assumed homeowners All other Total net reserves for losses and LAE Line of Business Private passenger automobile CAR assumed private passenger auto Commercial automobile CAR assumed commercial automobile Homeowners FAIR Plan assumed homeowners All other Total net reserves for losses and LAE As of December 31, 2019 Case IBNR Total 257,448 1 58,303 19,556 74,665 3,622 46,943 460,538 $ $ (44,934) 6 12,855 17,547 5,069 6,004 31,109 27,656 $ $ 212,514 7 71,158 37,103 79,734 9,626 78,052 488,194 As of December 31, 2018 Case IBNR Total 253,230 8 53,541 17,713 70,113 3,646 45,748 443,999 $ $ (32,354) 29 9,507 15,400 2,965 5,491 31,284 32,322 $ $ 220,876 37 63,048 33,113 73,078 9,137 77,032 476,321 $ $ $ $ At December 31, 2019 and 2018, our total IBNR reserves for our private passenger automobile line of business were comprised of $(66,422) and $(53,519) related to estimated ultimate decreases in the case reserves, including anticipated recoveries (i.e. salvage and subrogation), and $21,488 and $21,165 related to our estimation for not yet reported losses, respectively. Our IBNR reserves consist of our estimate of the total loss reserves required less our case reserves. The IBNR reserves for CAR assumed commercial automobile business are 47.3% of our total reserves for CAR assumed 48 commercial automobile business as of December 31, 2019 due to the reporting delays in the information we receive from CAR, as described further in the section on Residual Market Loss and Loss Adjustment Expense Reserves. Our IBNR reserves for FAIR Plan assumed homeowners are 62.4% of our total reserves for FAIR Plan assumed homeowners at December 31, 2019 due to similar reporting delays in the information we receive from FAIR Plan. The following tables present information by line of business for our total net reserves and the corresponding retained (i.e. direct less ceded) reserves and assumed reserves as of December 31, 2019 and 2018. Line of Business Private passenger automobile CAR assumed private passenger automobile Net private passenger automobile Commercial automobile CAR assumed commercial automobile Net commercial automobile Homeowners FAIR Plan assumed homeowners Net homeowners All other Total net reserves for losses and LAE Line of Business Private passenger automobile CAR assumed private passenger automobile Net private passenger automobile Commercial automobile CAR assumed commercial automobile Net commercial automobile Homeowners FAIR Plan assumed homeowners Net homeowners All other Total net reserves for losses and LAE Retained $ 212,514 As of December 31, 2019 Assumed Net $ 7 $ 212,521 71,158 79,734 37,103 9,626 78,052 441,458 $ — 46,736 $ 108,261 89,360 78,052 488,194 Retained 220,876 63,048 73,078 As of December 31, 2018 Assumed Net $ 37 $ 220,913 33,113 9,137 96,161 82,215 77,032 476,321 77,032 434,034 $ - 42,287 $ $ $ $ Residual Market Loss and Loss Adjustment Expense Reserves We are a participant in CAR, the FAIR Plan and other various residual markets and assume a portion of losses and LAE on business ceded by the industry participants to the residual markets. We estimate reserves for assumed losses and LAE that have not yet been reported to us by the residual markets. Our estimations are based upon the same factors we use for our own reserves, plus additional factors due to the nature of and the information we receive. Residual market deficits consist of premium ceded to the various residual markets less losses and LAE and is allocated among insurance companies based on a various formulas (the “Participation Ratio”) that take into consideration a company’s voluntary market share. Because of the lag in the various residual market estimations, and in order to try to validate to the extent possible the information provided, we estimate the effects of the actions of our competitors in order to establish our Participation Ratio. Although we rely to a significant extent in setting our reserves on the information the various residual markets provide, we are cautious in our use of that information, because of the delays in receiving data from the various residual markets. As a result, we have to estimate our Participation Ratio and these reserves are subject to significant judgments and estimates. 49 Sensitivity Analysis Establishment of appropriate reserves is an inherently uncertain process. There can be no certainty that currently established reserves based on our key assumptions regarding frequency and severity in our lines of business, or our assumptions regarding our share of the CAR loss will prove adequate in light of subsequent actual experience. To the extent that reserves are inadequate and are strengthened, the amount of such increase is treated as a charge to earnings in the period that the deficiency is recognized. To the extent that reserves are redundant and are released, the amount of the release is a credit to earnings in the period the redundancy is recognized. For the twelve months ended December 31, 2019, a 1 percentage-point change in the loss and LAE ratio would result in a change in reserves of $7,885. Each 1 percentage-point change in the loss and loss expense ratio would have had a $6,229 effect on net income, or $0.41 per diluted share. Our assumptions consider that past experience, adjusted for the effects of current developments and anticipated trends, are an appropriate basis for establishing our reserves. Our individual key assumptions could each have a reasonable possible range of plus or minus 5 percentage-points for each estimation, although there is no guarantee that our assumptions will not have more than a 5 percentage point variation. The following sensitivity tables present information for each of our primary lines of business on the effect each 1 percentage-point change in each of our key assumptions on unpaid frequency and severity could have on our retained (i.e., direct minus ceded) loss and LAE reserves and net income for the twelve months ended December 31, 2019. In evaluating the information in the table, it should be noted that a 1 percentage-point change in a single assumption would change estimated reserves by 1 percentage-point. A 1 percentage-point change in both our key assumptions would change estimated reserves within a range of plus or minus 2 percentage-points. 50 Private passenger automobile retained loss and LAE reserves -1 Percent Change in Severity Estimated decrease in reserves Estimated increase in net income No Change in Severity Estimated (decrease) increase in reserves Estimated increase (decrease) in net income +1 Percent Change in Severity Estimated increase in reserves Estimated decrease in net income Commercial automobile retained loss and LAE reserves -1 Percent Change in Severity Estimated decrease in reserves Estimated increase in net income No Change in Severity Estimated (decrease) increase in reserves Estimated increase (decrease) in net income +1 Percent Change in Severity Estimated increase in reserves Estimated decrease in net income Homeowners retained loss and LAE reserves -1 Percent Change in Severity Estimated decrease in reserves Estimated increase in net income No Change in Severity Estimated (decrease) increase in reserves Estimated increase (decrease) in net income +1 Percent Change in Severity Estimated increase in reserves Estimated decrease in net income All other retained loss and LAE reserves -1 Percent Change in Severity Estimated decrease in reserves Estimated increase in net income No Change in Severity Estimated (decrease) increase in reserves Estimated increase (decrease) in net income +1 Percent Change in Severity Estimated increase in reserves Estimated decrease in net income -1 Percent Change in Frequency No Change in Frequency +1 Percent Change in Frequency $ (4,250) $ 3,358 (2,125) $ 1,679 (2,125) 1,679 — — (1,423) 1,124 (712) 562 — — (1,595) 1,260 (797) 630 — — (1,561) 1,233 (781) 617 — — — — 2,125 (1,679) (712) 562 — — 712 (562) (797) 630 — — 797 (630) (781) 617 — — 781 (617) — — 2,125 (1,679) 4,250 (3,358) — — 712 (562) 1,423 (1,124) — — 797 (630) 1,595 (1,260) — — 781 (617) 1,561 (1,233) Our estimated share of CAR loss and LAE reserves is based on assumptions about our Participation Ratio, the size of CAR, and the resulting deficit (similar assumptions apply with respect to the FAIR Plan). Our assumptions consider that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for establishing our CAR reserves. Each of our assumptions could have a reasonably possible range of plus or minus 5 percentage-points for each estimation. The following sensitivity table presents information of the effect each 1 percentage-point change in our assumptions on our share of reserves for CAR and other residual markets could have on our assumed loss and LAE reserves and net income for the year ended December 31, 2019. In evaluating the information in the table, it should be noted that a 1 percentage-point change in our assumptions would change estimated reserves by 1 percentage-point. 51 CAR assumed private passenger automobile Estimated (decrease) increase in reserves Estimated increase (decrease) in net income CAR assumed commercial automobile Estimated (decrease) increase in reserves Estimated increase (decrease) in net income FAIR Plan assumed homeowners Estimated (decrease) increase in reserves Estimated increase (decrease) in net income Reserve Development Summary -1 Percent Change in Estimation +1 Percent Change in Estimation $ — $ — (371) 293 (96) 76 — — 371 (293) 96 (76) The changes we have recorded in our reserves in the past illustrate the uncertainty of estimating reserves. Our prior year reserves decreased by $42,049, $56,488 and $41,784 during the years ended December 31, 2019, 2018, and 2017, respectively. The following table presents a comparison of prior year development of our net reserves for losses and LAE for the years ended December 31, 2019, 2018 and 2017, respectively. Each accident year represents all claims for an annual accounting period in which loss events occurred, regardless of when the losses are actually reported, booked or paid. Our financial statements reflect the aggregate results of the current and all prior accident years. Accident Year 2009 & prior 2010 2011 2012 2013 2014 2015 2016 2017 2018 All prior years 2019 Year Ended December 31, 2018 2017 $ $ (828) (330) (1,222) (1,359) (2,689) (4,525) (3,557) (4,531) (15,119) (7,889) (42,049) $ $ (3,107) (2,316) (3,567) (4,714) (5,154) (7,123) (4,070) (13,130) (13,307) — (56,488) $ $ (1,655) (1,583) (4,439) (6,152) (7,748) (13,989) 1,548 (7,766) — — (41,784) At the end of each period, the reserves were re-estimated for all prior accident years. Our prior year reserves decreased by $42,049, $56,488, and $41,784 for the years ended 2019, 2018, and 2017, respectively. The decreases in prior year reserves in 2019 resulted from re-estimations of prior year’s ultimate loss and LAE liabilities and are primarily composed of reductions of $25,623 in our retained automobile reserves and $14,182 in our retained other than auto and homeowner’s reserves, inclusive of the reinsurance recoverable loss. The decreases in prior year reserves in 2018 resulted from re-estimations of prior year’s ultimate loss and LAE liabilities and are primarily composed of reductions of $36,266 in our retained automobile reserves and $18,947 in our retained other than auto and homeowner reserves. The decrease in prior year reserves during 2017 is primarily composed of reductions of $29,855 in our retained automobile reserves and $10,201 in our retained homeowners reserves. It is not appropriate to extrapolate future favorable or unfavorable development of reserves from this past experience. 52 The following table presents information by line of business for prior year development of our net reserves for losses and LAE for the year ended December 31, 2019. Accident Year 2009 & prior 2010 2011 2012 2013 2014 2015 2016 2017 2018 All prior years Private Passenger Automobile Commercial Automobile $ $ (249) $ (51) (56) (924) (1,067) (2,204) (3,370) (5,474) (5,472) (1,482) (20,349) $ (128) 14 (287) 10 (313) (819) 409 (1,269) (1,301) (3,162) (6,846) $ Homeowners $ (94) — (1) 57 (671) (657) (81) (3,754) (6,774) (1,610) (13,585) All Other Total $ $ (357) (293) (878) (502) (638) (845) (515) 5,966 (1,572) (1,635) (1,269) $ $ (828) (330) (1,222) (1,359) (2,689) (4,525) (3,557) (4,531) (15,119) (7,889) (42,049) To further clarify the effects of changes in our reserve estimates for CAR and other residual markets, the next two tables break out the information in the table above by source of the business (i.e., non-residual market vs. residual market). The following table presents information by line of business for prior year development of retained reserves for losses and LAE for the year ended December 31, 2019 that is, all our reserves except for business ceded or assumed from CAR and other residual markets. Accident Year 2009 & prior 2010 2011 2012 2013 2014 2015 2016 2017 2018 All prior years Retained Private Passenger Automobile Retained Commercial Automobile Retained Homeowners Retained All Other Total $ $ (221) $ (51) (56) (924) (1,067) (2,204) (3,370) (5,474) (5,472) (1,482) (20,321) $ (5) $ 14 (287) (42) (361) (689) 604 (1,278) (1,018) (2,240) (5,302) $ (94) $ — (1) 65 (663) (630) (18) (3,551) (6,574) (1,447) (12,913) $ (357) $ (293) (878) (502) (638) (845) (515) 5,966 (1,572) (1,635) (1,269) $ (677) (330) (1,222) (1,403) (2,729) (4,368) (3,299) (4,337) (14,636) (6,804) (39,805) The following table presents information by line of business for prior year development of reserves assumed from residual markets for losses and LAE for the year ended December 31, 2019. Accident Year 2009 & prior 2010 2011 2012 2013 2014 2015 2016 2017 2018 All prior years CAR Assumed Private Passenger Automobile CAR Assumed Commercial Automobile FAIR Plan Homeowners Total $ $ (28) $ — — — — — — — — — (28) $ (123) $ — — 52 48 (130) (195) 9 (283) (922) (1,544) $ — $ — — (8) (8) (27) (63) (203) (200) (163) (672) $ (151) — — 44 40 (157) (258) (194) (483) (1,085) (2,244) The improved retained private passenger and commercial automobile results were primarily due to fewer IBNR claims than previously estimated and better than previously estimated severity on our established bodily injury and 53 property damage case reserves. Our retained other than auto and homeowners line of business prior year reserves decreased, due primarily to fewer IBNR claims than previously estimated. In estimating all our loss reserves, including CAR, we follow the guidance prescribed by ASC 944, Financial Services-Insurance. For further information, see “Results of Operations: Losses and Loss Adjustment Expenses.” Other-Than-Temporary Impairments. We use a systematic methodology to evaluate declines in fair values below cost or amortized cost of our investments. This methodology ensures that we evaluate available evidence concerning any declines in a disciplined manner. In our determination of whether a decline in fair value below amortized cost is an other-than-temporary impairment (“OTTI”), we consider and evaluate several factors and circumstances including the issuer’s overall financial condition, the issuer’s credit and financial strength ratings, a weakening of the general market conditions in the industry or geographic region in which the issuer operates, a prolonged period (typically twelve months or longer) in which the fair value of an issuer’s securities remains below our amortized cost, and any other factors that may raise doubt about the issuer’s ability to continue as a going concern. ASC 320, Investments — Debt and Equity Securities requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis. Under ASC 320, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other factors is recorded as a component of other comprehensive income. In instances where no credit loss exists but it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings. In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income. For further information, see “Results of Operations: Net Impairment Losses on Investments.” Forward-looking statements might include one or more of the following, among others: Forward-Looking Statements (cid:120) Projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure or other financial items; Forecasts of future economic performance, liquidity, need for funding and income; (cid:120) Descriptions of plans or objectives of management for future operations, products or services; (cid:120) (cid:120) Descriptions of assumptions underlying or relating to any of the foregoing; and (cid:120) Future performance of credit markets. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “aim,” “projects,” or words of similar meaning and expressions that indicate future events and trends, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements. 54 Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. There are a number of factors, many of which are beyond our control, that could cause actual future conditions, events, results or trends to differ significantly and/or materially from historical results or those projected in the forward-looking statements. These factors include but are not limited to the competitive nature of our industry and the possible adverse effects of such competition. Although a number of national insurers that are much larger than we are do not currently compete in a material way in the Massachusetts private passenger automobile market, if one or more of these companies decided to aggressively enter the market it could have a material adverse effect on us. Other significant factors include conditions for business operations and restrictive regulations in Massachusetts, the possibility of losses due to claims resulting from severe weather, the possibility that the Commissioner may approve future Rule changes that change the operation of the residual market, the possibility that existing insurance-related laws and regulations will become further restrictive in the future, our possible need for and availability of additional financing, and our dependence on strategic relationships, among others, and other risks and factors identified from time to time in our reports filed with the SEC. Refer to Part I, Item 1A — Risk Factors. Some other factors, such as market, operational, liquidity, interest rate, equity and other risks, are described elsewhere in this Annual Report on Form 10-K. Factors relating to the regulation and supervision of our Company are also described or incorporated in this report. There are other factors besides those described or incorporated in this report that could cause actual conditions, events or results to differ from those in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. 55 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk. Market risk is the risk that we will incur losses due to adverse changes in market rates and prices. We have exposure to market risk through our investment activities and our financing activities. Our primary market risk exposure is to changes in interest rates. We use both fixed and variable rate debt as sources of financing. We have not entered, and do not plan to enter, into any derivative financial instruments for trading or speculative purposes. Interest Rate Risk. Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. Our exposure to interest rate changes primarily results from our significant holdings of fixed rate investments and from our financing activities. Our fixed maturity investments include U.S. and foreign government bonds, securities issued by government agencies, obligations of state and local governments and governmental authorities, corporate bonds and asset-backed securities, most of which are exposed to changes in prevailing interest rates. We manage our exposure to risks associated with interest rate fluctuations through active review of our investment portfolio by our management and Board and consultation with third-party financial advisors. As a general matter, we do not attempt to match the durations of our assets with the durations of our liabilities, and the majority of our liabilities are “short tail.” Our goal is to maximize the total after-tax return on all of our investments. An important strategy that we employ to achieve this goal is to try to hold enough in cash and short-term investments in order to avoid liquidating longer-term investments to pay claims. Based upon the results of interest rate sensitivity analysis, the following table shows the interest rate risk of our investments in fixed maturities, measured in terms of fair value (which is equal to the carrying value for all our fixed maturity securities). As of December 31, 2019 Estimated fair value Estimated increase (decrease) in fair value As of December 31, 2018 Estimated fair value Estimated increase (decrease) in fair value -100 Basis Point Change No Change +100 Basis Point Change $ $ $ $ 1,268,376 40,336 1,203,622 41,760 $ $ $ $ 1,228,040 $ — $ 1,181,724 (46,316) 1,161,862 $ — $ 1,117,326 (44,536) With respect to floating rate debt, we are exposed to the effects of changes in prevailing interest rates. At December 31, 2019, we had no debt outstanding under our credit facility. Assuming the full utilization of our current available credit facility, a 2.0% increase in the prevailing interest rate on our variable rate debt would result in interest expense increasing approximately $600 for 2019, assuming that all of such debt is outstanding for the entire year. In addition, in the current market environment, our investments can also contain liquidity risks. Equity Risk. Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our exposure to changes in equity prices results from our holdings of common stock and mutual funds held to fund the executive deferred compensation plan. We continuously evaluate market conditions and we expect in the future to purchase additional equity securities. We principally manage equity price risk through industry and issuer diversification and asset allocation techniques. 56 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA SAFETY INSURANCE GROUP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Report to Independent Registered Public Accounting Firm Balance Sheets Statements of Operations Statements of Comprehensive Income Statements of Changes in Shareholders’ Equity Statements of Cash Flows Notes to Consolidated Financial Statements Page 58 61 62 63 64 65 66 57 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Safety Insurance Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Safety Insurance Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related notes and financial statement schedules listed in the index appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 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, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for equity investments in 2018. Basis for Opinions The Company's management is responsible for these consolidated 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 Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and 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 consolidated 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 consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated 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 consolidated 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. 58 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Loss and Loss Adjustment Expense Reserves As described in Notes 2 and 11 to the consolidated financial statements, net liabilities for losses and loss adjustment expenses include case basis estimates for open claims reported prior to year-end and estimates of unreported claims and claim adjustment expenses, net of salvage and subrogation. The net loss and loss adjustment expense reserve liability of approximately $488 million as of December 31, 2019 is calculated by management using various actuarial techniques which consider historical data and estimate the impact of various loss development factors, such as the Company’s historical loss experience and that of the industry, trends in claims frequency and severity, the Company’s mix of business, the Company’s claims processing procedures, legislative enhancements, judicial decisions, legal developments in imposition of damages, and changes and trends in general economic conditions, including the effects of inflation. As disclosed by management, these actuarial techniques assume that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting the Company’s ultimate losses, total reserves and resulting incurred but not reported (IBNR) reserves. The principal considerations for our determination that performing procedures relating to the valuation of loss and loss adjustment expense reserves is a critical audit matter are there was significant judgment by management when developing their estimate of loss and loss adjustment expense reserves. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the various actuarial techniques, which included significant assumptions related to loss development factors. Also, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s valuation of loss and loss adjustment expense reserves, including controls over the various actuarial techniques and development of significant assumptions related to loss development factors. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in 59 developing an independent estimate of the loss and loss adjustment expense reserves, by line of business, on a test basis, and comparison of this independent estimate to management’s actuarial determined reserves. Developing the independent estimate involved testing the completeness and accuracy of data provided by management and evaluating management’s assumptions related to loss development factors, and independently developing the loss development factors. For certain lines of business, procedures also included, among others, testing the completeness and accuracy of data provided by management and the involvement of professionals with specialized skill and knowledge to assist in evaluating the appropriateness of management’s actuarial techniques and evaluating the reasonableness of assumptions used in those techniques. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts February 28, 2020 We have served as the Company’s auditor since 1983. 60 Safety Insurance Group, Inc. and Subsidiaries Consolidated Balance Sheets (Dollars in thousands, except share data) Assets Investments: Fixed maturities, available for sale, at fair value (amortized cost: $1,192,357 and $1,175,413) Equity securities, at fair value (cost: $151,121 and $142,948) Other invested assets Total investments Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts Receivable for securities sold Accrued investment income Taxes recoverable Receivable from reinsurers related to paid loss and loss adjustment expenses Receivable from reinsurers related to unpaid loss and loss adjustment expenses Ceded unearned premiums Deferred policy acquisition costs Deferred income taxes Equity and deposits in pools Operating lease right-of-use-assets Other assets Total assets Liabilities Loss and loss adjustment expense reserves Unearned premium reserves Accounts payable and accrued liabilities Payable for securities purchased Payable to reinsurers Deferred income taxes Taxes payable Operating lease liabilities Other liabilities Total liabilities Commitments and contingencies (Note 7) Shareholders’ equity Common stock: $0.01 par value; 30,000,000 shares authorized; 17,662,779 and 17,566,180 shares issued Additional paid-in capital Accumulated other comprehensive income (loss), net of taxes Retained earnings Treasury stock, at cost: 2,279,570 shares Total shareholders’ equity Total liabilities and shareholders’ equity December 31, 2019 December 31, 2018 $ $ $ $ 1,228,040 177,637 37,278 1,442,955 44,407 193,369 1,784 8,404 1,003 11,319 122,372 35,182 74,287 — 29,791 33,998 23,798 2,022,669 610,566 442,219 75,016 6,377 12,911 5,717 — 33,998 27,459 1,214,263 177 202,321 28,190 661,553 (83,835) 808,406 2,022,669 $ $ $ $ 1,161,862 148,011 23,481 1,333,354 37,582 190,062 1,039 8,420 — 13,691 108,398 33,974 73,355 8,749 28,094 — 19,522 1,856,240 584,719 435,380 71,896 5,156 12,220 — 6,090 — 22,135 1,137,596 176 196,292 (10,706) 616,717 (83,835) 718,644 1,856,240 The accompanying notes are an integral part of these financial statements. 61 Safety Insurance Group, Inc. and Subsidiaries Consolidated Statements of Operations (Dollars in thousands, except per share data) Net earned premiums Net investment income Earnings from partnership investments Net realized gains on investments Change in unrealized gains on equity investments Net impairment losses on investments (a) Finance and other service income Total revenue Losses and loss adjustment expenses Underwriting, operating and related expenses Interest expense Total expenses Income before income taxes Income tax expense Net income Earnings per weighted average common share: Basic Diluted Cash dividends paid per common share 2019 Years Ended December 31, 2018 2017 $ $ $ $ $ 788,777 46,665 1,937 2,976 21,454 (889) 16,833 877,753 509,846 244,136 90 754,072 123,681 24,080 99,601 6.52 6.46 3.40 $ $ $ $ $ 781,587 43,788 6,915 3,226 (16,324) (228) 17,533 836,497 485,513 246,643 90 732,246 104,251 21,056 83,195 5.48 5.43 3.20 $ $ $ $ $ 774,420 38,758 2,082 6,036 — (256) 18,073 839,113 503,887 248,436 90 752,413 86,700 24,313 62,387 4.13 4.10 3.00 Number of shares used in computing earnings per share: Basic Diluted 15,201,132 15,337,807 15,080,269 15,229,898 15,010,751 15,135,348 (a) No portion of the other-than-temporary impairments recognized in the period indicated were included in Other Comprehensive Income. The accompanying notes are an integral part of these financial statements. 62 Safety Insurance Group, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Dollars in thousands) Net income Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) during the period, net of income tax expense (benefit) of $10,964, ($5,387), and $6,027. Reclassification adjustment for net realized gains on investments included in net income, net of income tax expense of ($625), ($678), and ($2,112). Other comprehensive income (loss), net of tax: Years Ended December 31, 2019 2018 2017 $ 99,601 $ 83,195 $ 62,387 41,247 (2,351) 38,896 (20,267) (2,549) (22,816) 12,349 (3,923) 8,426 Comprehensive income $ 138,497 $ 60,379 $ 70,813 The accompanying notes are an integral part of these financial statements. 63 Safety Insurance Group, Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity (Dollars in thousands) Accumulated Other Balance at December 31, 2016 Net income Unrealized gains on securities available for sale, net of deferred federal income taxes Restricted share awards issued Recognition of employee share-based compensation Dividends paid and accrued Balance at December 31, 2017 Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018. Reclassification of certain tax effects from accumulated other comprehensive (loss) income at January 1, 2018. Net income Unrealized losses on securities available for sale, net of deferred federal income taxes Restricted share awards issued Recognition of employee share-based compensation Dividends paid and accrued Balance at December 31, 2018 Cumulative effect of adoption of updated accounting guidance for callable debt securities at January 1, 2019 Net income Unrealized gains on securities available for sale, net of deferred federal income taxes Restricted share awards issued Recognition of employee share-based compensation Dividends paid and accrued Balance at December 31, 2019 Common Stock 174 — $ Paid-in Capital Additional Comprehensive Income (Loss), Net of Taxes 15,843 — 184,549 — $ $ — 1 — — 175 — — — 1 — — 176 — — — 1 — — 177 — 362 4,803 — 189,714 — — — 375 6,203 — 196,292 — — — 462 5,567 — 202,321 $ $ $ 8,426 — — — 24,269 (16,895) 4,736 (22,816) — — — (10,706) — — 38,896 — — — 28,190 Retained Earnings Treasury Stock Total Shareholders’ Equity $ $ 553,995 62,387 — — — (45,689) 570,693 16,895 (4,736) 83,195 — — — (49,330) 616,717 (2,373) 99,601 — — — (52,392) 661,553 $ (83,835) $ — — — — — (83,835) — — — — — — (83,835) — — — — — — $ (83,835) $ 670,726 62,387 8,426 363 4,803 (45,689) 701,016 — — 83,195 (22,816) 376 6,203 (49,330) 718,644 (2,373) 99,601 38,896 463 5,567 (52,392) 808,406 The accompanying notes are an integral part of these financial statements. 64 Safety Insurance Group, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Dollars in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: 2019 Year Ended December 31, 2018 2017 $ 99,601 $ 83,195 $ 62,387 Investment amortization, net Fixed Asset depreciation, net Stock based compensation Provision (credit) for deferred income taxes Net realized gains on investments Net impairment losses on investments Earnings from partnership investments Change in net unrealized gains on equity investments Changes in assets and liabilities: Accounts receivable Accrued investment income Receivable from reinsurers Ceded unearned premiums Deferred policy acquisition costs Taxes recoverable Other assets Loss and loss adjustment expense reserves Unearned premium reserves Taxes payable Accounts payable and accrued liabilities Payable to reinsurers Other liabilities Net cash provided by operating activities Cash flows from investing activities: Fixed maturities purchased Equity securities purchased Other invested assets purchased Proceeds from sales and paydowns of fixed maturities Proceeds from maturities, redemptions, and calls of fixed maturities Proceed from sales of equity securities Proceeds from other invested assets redeemed Fixed assets purchased Net cash used for investing activities Cash flows from financing activities: Dividends paid to shareholders Net cash used for financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: Cash paid during the year for: Federal and state income taxes Interest $ $ $ 4,922 5,485 6,030 4,757 (2,976) 889 (904) (21,454) (3,307) 16 (11,602) (1,208) (932) (1,003) (1,864) 25,847 6,839 (6,090) 3,395 691 5,324 112,456 (219,875) (28,586) (14,794) 135,119 58,676 23,966 2,124 (9,594) (52,964) (52,667) (52,667) 6,825 37,582 44,407 26,780 75 $ $ $ 5,273 5,467 6,579 (5,600) (3,226) 228 (650) 16,324 587 456 (14,228) (1,799) (1,153) 908 2,565 10,665 7,123 6,090 10,678 (1,581) (210) 127,691 (304,654) (66,832) (6,648) 217,221 63,628 18,654 6,810 (11,183) (83,004) (48,813) (48,813) (4,126) 41,708 37,582 20,115 75 $ $ $ 6,962 5,037 5,166 2,085 (6,036) 256 (2,082) — (2,953) (18) 5,367 (3,590) (1,206) (908) (5,400) 13,733 10,224 (1,110) (6,333) 299 160 82,040 (205,226) (27,440) (7,492) 151,071 37,868 34,664 7,589 (5,958) (14,924) (45,460) (45,460) 21,656 20,052 41,708 23,721 75 The accompanying notes are an integral part of these financial statements. 65 1. Basis of Presentation The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include Safety Insurance Group, Inc. and its subsidiaries (the “Company”). The subsidiaries consist of Safety Insurance Company, Safety Indemnity Insurance Company, Safety Property and Casualty Insurance Company, Safety Asset Management Corporation (“SAMC”), and Safety Management Corporation, which is SAMC’s holding company. All intercompany transactions have been eliminated. The Company was incorporated on June 25, 2001 in the State of Delaware. On October 16, 2001, the Company acquired all of the issued and outstanding common stock of Thomas Black Corporation (“TBC”) and its property and casualty subsidiaries. TBC subsequently merged with and into Safety Insurance Group, Inc. with Safety Insurance Group, Inc. being the corporation surviving the merger. The Company is a leading provider of property and casualty insurance focused primarily on the Massachusetts market. The Company’s principal product line is private passenger automobile insurance, which accounted for 54.8% of its direct written premiums in 2019. The Company operates through its insurance company subsidiaries, Safety Insurance Company, Safety Indemnity Insurance Company, and Safety Property and Casualty Insurance Company (together referred to as the “Insurance Subsidiaries”). The Insurance Subsidiaries began writing private passenger automobile and homeowners insurance in New Hampshire during 2008, personal umbrella insurance in New Hampshire during 2009, and commercial automobile insurance in New Hampshire during 2011. The Insurance Subsidiaries began writing all of these lines of business in Maine during 2016. Management has assessed and concluded that there were no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements were issued. 2. Summary of Significant Accounting Policies Investments Investments in fixed maturities, which include taxable and non-taxable bonds and redeemable preferred stocks, are reported at fair value. Investments in equity securities, which include interests in common stocks, mutual funds and a real estate investment trust (“REIT”), are reported at fair value. Fair values for fixed maturity securities are based on estimates obtained from independent pricing services. Fair values for equity securities are derived from external market quotations, with the exception of the REIT whose fair value was determined using the trust’s net asset value obtained from its audited financial statements. Short-term investments, which consist of U.S. Treasury securities, are reported at amortized cost, which approximates fair value. Other long-term investments consist of investments in limited partnerships. The partnership interest is accounted for using the equity method of accounting and recorded in earnings from partnership investments. The carrying value of this investment is written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. In applying the equity method (including assessment for other-than-temporary impairment), the Company uses financial information provided by the investee, generally on a three month lag. Unrealized gains or losses on fixed maturity securities reported at fair value are excluded from earnings and reported in a separate component of shareholders’ equity, known as “Accumulated other comprehensive income (loss), net of taxes,” until realized. Changes in unrealized gains or losses on equity securities are recognized in earnings. Realized gains or losses on the sale or maturity of investments are determined based on the specific cost identification method. Fixed maturities and equity securities that experience declines in value that are other-than-temporary are written down to fair value with a corresponding charge to net impairment losses on investments. Investment income is recognized on an accrual basis of accounting. Bonds not backed by other loans are amortized using the interest method. Loan-backed bonds and structured securities are amortized using the interest 66 method and significant changes in estimated cash flows from the original purchase assumptions are accounted for using the retrospective method. Cash and Cash Equivalents Cash and cash equivalents includes money market accounts and United States (“U.S.”) Treasury bills with original maturities of three months or less from the date of purchase. U.S. Treasury bills are stated at amortized cost, which approximates fair value. Accounts Receivable Amounts included in accounts receivable represent premiums as well as finance charges, the majority of which are billed on a monthly installment basis. Accounts receivable are stated net of allowances for doubtful accounts. At December 31, 2019 and 2018, these allowances were $578 and $482, respectively. Uncollected premium balances over ninety days past due are written off. Deferred Policy Acquisition Costs Amounts that vary with and are primarily related to the successful acquisition of a new or renewal insurance contract, principally commissions and premium taxes, are deferred and amortized ratably over the effective period of the policy. All other acquisition expenses are expensed as incurred. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income, and if not, are charged to expense. Future investment income attributable to related premiums is not taken into account in measuring the recoverability of the carrying value of this asset. Amortization of acquisition costs in the amount of $147,945, $146,601, and $144,703 were charged to underwriting, operating and other expenses for the years ended 2019, 2018 and 2017, respectively. Equity and Deposits in Pools Equity and deposits in pools represents the net receivable amounts from the residual market mechanisms, Commonwealth Automobile Reinsurers (“CAR”) for automobile and Massachusetts Property Insurance Underwriting Association (“FAIR Plan”) for homeowner insurance in Massachusetts. See Note 10 for a discussion of the Company’s accounting for amounts assumed from residual markets. Equipment and Leasehold Improvements Property, equipment, leasehold improvements, and software which are included in other assets are carried at cost less accumulated depreciation. Depreciation is provided using the straight- line or accelerated method over the estimated useful lives of the related assets, which range from 3 to 10 years. Amortization of leasehold improvements is provided using the straight-line method over the term of the lease. The costs of computer software developed or obtained for internal use are capitalized and amortized over the estimated life of the business system, beginning when the software is ready for its intended use. Maintenance and repairs are charged to expense as incurred. Losses and Loss Adjustment Expenses Liabilities for losses and loss adjustment expenses (“LAE”) include case basis estimates for open claims reported prior to year-end and estimates of unreported claims and claim adjustment expenses, net of salvage and subrogation. The estimates are continually reviewed and modified to reflect current conditions, and any resulting adjustments are reflected in current operating results. Adjustments for anticipated salvage and subrogation are recorded on incurred and reported and incurred but not reported losses. The Company determines its loss and LAE reserves estimate based upon the analysis of our actuaries. A reasonable estimate is derived by selecting a point estimate within a range of indications as calculated by our actuaries using generally accepted actuarial techniques. The key assumption in most actuarial analysis is that past patterns of frequency and severity will repeat in the future, unless a significant change in the factors described above takes place. 67 Our key factors and resulting assumptions are the ultimate frequency and severity of claims, based upon the most recent ten years of claims reported to the Company, and the data reported to us to calculate our share of the residual market. For each accident year and each coverage within a line of business our actuaries calculate the ultimate losses incurred. Premiums and Unearned Premiums Premiums are earned over the terms of the respective policies, which are generally one year. Unearned premiums represent the portion of premiums written applicable to the unexpired terms of the policies. Ceded premiums are charged to income over the terms of the respective policies and the applicable term of the reinsurance contracts with third-party reinsurers. Ceded unearned premiums represent the unexpired portion of premiums ceded to CAR and other reinsurers. Premiums received in advance of the policy effective date are recorded as a liability and not recognized as income until earned. Such amounts are included in accounts payable and accrued liabilities and totaled $14,628 and $14,649 at December 31, 2019 and 2018, respectively. Reinsurance Liabilities for unearned premiums and unpaid losses are stated before deductions for ceded reinsurance. The ceded amounts are carried as receivables. Earned premiums are stated net of deductions for ceded reinsurance. The Company, as primary insurer, will be required to pay losses in their entirety in the event that the reinsurers are unable to discharge their obligations under the reinsurance agreements. Advertising Costs Advertising costs are charged to expense when they are incurred. Total advertising costs were $2,182, $2,500 and $2,216 for the years ended December 31, 2019, 2018, and 2017, respectively. Finance and Other Service Income Finance and other service income primarily include revenues from premium installment charges, which are recognized when earned. Income Taxes The Company and its subsidiaries file a consolidated U.S. federal income tax return. The method of allocation among members of the consolidated group is subject to a written agreement approved by the Board of Directors (the “Board”). The consolidated tax liability is allocated on the basis of the members’ proportionate contribution to consolidated taxable income. Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by Accounting Standards Codification (“ASC”) 740, Income Taxes. A valuation allowance is established where management has assessed that it is more likely than not that the Company will not be able to utilize the full deferred tax asset. On December 22, 2017, the TCJA was enacted, which significantly amends the Internal Revenue Code of 1986. The TCJA, among other things, reduced the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures, and enacts other changes impacting the insurance industry. 68 Earnings per Weighted Average Common share Basic earnings per weighted average common share (“EPS”) are calculated by dividing net income by the weighted average number of basic common shares outstanding during the period. Diluted earnings per share amounts are based on the weighted average number of common shares including non-vested performance stock grants. The following table sets forth the computation of basic and diluted EPS for the periods indicated. Earnings attributable to common shareholders - basic and diluted: Net income from continuing operations Allocation of income for participating shares Net income from continuing operations attributed to common shareholders Earnings per share denominator - basis and diluted Total weighted average common shares outstanding, including participating shares Less: weighted average participating shares Basic earnings per share denominator Common equivalent shares- stock options Common equivalent shares- non-vested performance stock grants Diluted earnings per share denominator Basic earnings per share Diluted earnings per share Undistributed earnings attributable to common shareholders - basic and diluted: Net income from continuing operations attributable to common shareholders -Basic Dividends declared Undistributed earnings Net income from continuing operations attributable to common shareholders -Diluted Dividends declared Undistributed earnings Years Ended December 31, 2018 2019 2017 99,601 (523) 99,078 $ $ 83,195 (496) 82,699 $ $ 15,281,363 (80,231) 15,201,132 — 136,675 15,337,807 15,170,754 (90,485) 15,080,269 — 149,629 15,229,898 62,387 (392) 61,995 15,105,558 (94,807) 15,010,751 — 124,597 15,135,348 6.52 6.46 6.52 (3.40) 3.12 6.46 (3.40) 3.06 $ $ $ $ $ $ 5.48 5.43 5.48 (3.20) 2.28 5.43 (3.20) 2.23 $ $ $ $ $ $ 4.13 4.10 4.13 (3.00) 1.13 4.10 (3.00) 1.10 $ $ $ $ $ $ $ $ Diluted EPS excludes non vested performance stock grants with exercise prices and exercise tax benefits greater than the average market price of the Company’s common stock during the period because their inclusion would be anti-dilutive. There were no anti-dilutive stock options or non-vested performance stock grants for the years ended December 31, 2019 and 2018. Share-Based Compensation Accounting Standards Codification (“ASC”) 718, Compensation —Stock Compensation requires the Company to measure and recognize the cost of employee services received in exchange for an award of equity instruments. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). See Note 6 for further information regarding share-based compensation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 69 Recent Accounting Pronouncements On March 20, 2019, the SEC adopted amendments to Regulation S-K and related rules and forms to modernize and simplify certain disclosure requirements for public companies. The amendments are intended to reduce the costs and burdens of the disclosure process and while continuing to require disclosure of all material information. The amended rules generally were effective on May 2, 2019 and reduced disclosures but some provisions added new requirements. The adoption of the new rules did not have a material impact on the Company’s financial position, results of operations, cash flows, or disclosures. On August 17, 2018, the SEC adopted amendments to eliminate, integrate, update or modify certain of its disclosure requirements. The amendments which are focused on disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, are intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. The amended rules generally reduce disclosures but some provisions added new disclosure requirements. The amendments were effective November 5, 2018. The adoption of the new rules did not have a material impact on the Company’s financial position, results of operations, cash flows, or disclosures. In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate as a result of the 2017 Tax Cuts and Jobs Act (“TCJA”). The amount of the reclassification is the difference between the historical corporate income tax rate of thirty-five percent and the newly enacted twenty-one percent corporate income tax rate. The Company adopted the updated guidance effective January 1, 2018 and elected to reclassify the income tax effects of the TCJA from accumulated other comprehensive income (“AOCI”) to retained earnings at the beginning of the period of adoption. This reclassification resulted in a decrease of $4,736 in retained earnings as of January 1, 2018 and an increase in AOCI by the same amount. 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 requires certain premiums on callable debt securities to be amortized to the earliest call date. The amortization period for callable debt securities purchased at a discount will not be impacted. The Company adopted ASU 2017-08 effective January 1, 2019 which resulted in the recognition of $2,373 of additional amortization, net of tax, as a cumulative effect adjustment which decreased retained earnings by that amount. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The amendments in ASU 2016-15 provide guidance on specific cash flow issues including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. ASU 2016-15 was effective for annual and interim periods beginning after December 15, 2017. The impact of the adoption of ASU 2016-15 was not material to the Company’s Consolidated Statements of Cash Flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements, which amends the guidance for the impairment of financial instruments and is expected to result in more timely recognition of impairment losses. The update introduces an impairment model referred to as the current expected credit loss (“CECL”) model. The impairment model is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of the current guidance by decreasing the number of credit impairment models that entities use to account for debt instruments. For public business entities that are SEC filers, the amendments in ASU No. 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has evaluated the impact of ASU 2016-13 on its financial position and results of 70 operations with regard to potential credit losses on its Available For Sale investment portfolio and reinsurance recoverables and determined that the impact of adoption will not be material. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASC update requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement, and be treated as discrete items in the reporting period in which they occur. Additionally, excess tax benefits will be classified with other income tax cash flows as an operating activity and cash paid by an employer when directly withholding shares for tax withholding purposes will be classified as a financing activity. Awards that are used to settle employee tax liabilities will be allowed to qualify for equity classification for withholdings up to the maximum statutory tax rates in applicable jurisdictions. Regarding forfeitures, a company can make an entity-wide accounting policy election to either continue estimating the number of awards that are expected to vest or account for forfeitures when they occur. The updated guidance was effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The impact of the adoption of ASU 2016-09 was not material to the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In 2018, the FASB issued two additional updates, ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements, both of which had the same effective date and transition requirements as ASU 2016-02. ASU 2018-10 makes sixteen technical corrections to alleviate unintended consequences from applying the new standard and does not make any substantive changes to the core provisions or principals of the new standard. ASU 2019-11 creates an additional transition method which allows companies to elect to not adjust their comparative period financial information and disclosures for the effects of the new lease standard and also creates a practical expedient for lessors to not separate lease and non-lease components. The Company adopted ASU 2016-02, ASU 2018-10 and ASU 2018-11 effective January 1, 2019 (“the application date”) using the required modified retrospective transition approach. In accordance with the guidance, the Company has elected not to adjust comparative periods. As such, Accounting Standards Codification (“ASC”) 842 is applied to each lease that had commenced as of the application date with a cumulative effect adjustment as of that date. As of January 1, 2019, a right of use asset and lease liability of $35,984 were recorded in the Consolidated Balance Sheets. All periods prior to the application date presented in the financial statements did not change and the guidance in ASC 840, Leases, applies to those periods. There was no impact on retained earnings or other components of equity in the Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASC address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01: (1) requires equity investments (except those accounted for under the equity method or those that result in the consolidation of the investee) to be measured at fair value with changes in the fair value recognized in net income; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (4) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the notes to the financial statements. The Company adopted the updated guidance effective January 1, 2018 which resulted in the recognition of $16,895 of net after-tax unrealized gains on equity investments as a cumulative effect adjustment that increased retained earnings as of January 1, 2018 and decreased AOCI by the same amount. In May 2014, the FASB issued as final, ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes virtually all existing revenue recognition guidance under GAAP. The update's core principle is that an 71 entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. ASU 2014-09 allows for the use of either the retrospective or modified retrospective approach of adoption. The Company adopted the updated guidance effective January 1, 2018 using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations, cash flows, or disclosures. Segments The Company comprises one business segment: property and casualty insurance operations. Management organizes the business around private passenger automobile insurance in Massachusetts sold exclusively through independent agents and offers other personal and commercial insurance as complementary products. In accordance with ASC 280, Segment Reporting, the financial information of the segment is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. 3. Investments The gross unrealized gains and losses on investments in fixed maturity securities, including redeemable preferred stocks that have characteristics of fixed maturities, and equity securities, including interests in mutual funds, and other invested assets, were as follows for the periods indicated. As of December 31, 2019 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses (3) OTTI Non-OTTI Unrealized Unrealized Losses (4) Losses Estimated Fair Value U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities (1) Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities (2) Other invested assets (5) Totals $ $ 1,504 241,597 301,503 106,902 36,068 504,783 1,192,357 151,121 37,278 1,380,756 $ $ 8 9,799 6,608 3,233 218 18,455 38,321 27,879 — 66,200 $ $ — $ — (909) (397) (64) (1,268) (2,638) (1,363) — (4,001) $ — $ — — — — — — — — — $ 1,512 251,396 307,202 109,738 36,222 521,970 1,228,040 177,637 37,278 1,442,955 72 As of December 31, 2018 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses (3) OTTI Non-OTTI Unrealized Unrealized Losses (4) Losses Estimated Fair Value U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities (1) Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities (2) Other invested assets (5) Totals $ $ 1,807 262,772 300,387 60,897 61,310 488,240 1,175,413 142,948 23,481 1,341,842 $ — $ 5,098 1,477 337 95 1,775 8,782 15,419 — 24,201 $ $ (30) (1,672) (4,841) (898) (329) (14,563) (22,333) (10,356) — (32,689) $ $ — $ — — — — — — — — — $ 1,777 266,198 297,023 60,336 61,076 475,452 1,161,862 148,011 23,481 1,333,354 (1) (2) (3) (4) (5) Residential mortgage-backed securities consists primarily of obligations of U.S. Government agencies including collateralized mortgage obligations issued, guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB). Equity securities include common stock, preferred stock, mutual funds and interests in mutual funds held to fund the Company’s executive deferred compensation plan. The Company’s investment portfolio included 229 and 958 securities in an unrealized loss position at December 31, 2019 and December 31, 2018, respectively. Amounts in this column represent other-than-temporary impairment (“OTTI”) recognized in accumulated other comprehensive (loss) income. Other invested assets are accounted for under the equity method which approximates fair value. The amortized cost and the estimated fair value of fixed maturity securities, by maturity, are shown below for the period indicated. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years through twenty years Due after twenty years Asset-backed securities Totals As of December 31, 2019 Amortized Cost Estimated Fair Value 46,850 309,662 306,656 83,872 846 444,471 1,192,357 $ $ 47,146 317,821 321,000 87,952 961 453,160 1,228,040 $ $ The gross realized gains and losses on sales of investments were as follows for the periods indicated. Gross realized gains Fixed maturity securities Equity securities Gross realized losses Fixed maturity securities Equity securities Net realized gains on investments 2019 Years Ended December 31, 2018 2017 $ $ 1,294 4,536 (1,805) (1,049) 2,976 $ $ 1,022 5,129 (1,878) (1,047) 3,226 $ $ 1,468 5,244 (504) (172) 6,036 In the normal course of business, the Company enters into transactions involving various types of financial instruments, including investments in fixed maturities and equity securities. Investment transactions have credit exposure to the extent that a counter party may default on an obligation to the Company. Credit risk is a consequence of carrying, trading and investing in securities. To manage credit risk, the Company focuses on higher quality fixed income securities, reviews the credit strength of all companies in which it invests, limits its exposure in any one investment and monitors the portfolio quality, taking into account credit ratings assigned by recognized statistical rating organizations. 73 The following tables as of December 31, 2019 and 2018 present the gross unrealized losses included in the Company’s investment portfolio and the fair value of those securities aggregated by investment category. The tables also present the length of time that they have been in a continuous unrealized loss position. U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities Total temporarily impaired securities Less than 12 Months Estimated Fair Value Unrealized Losses As of December 31, 2019 12 Months or More Estimated Unrealized Fair Value Losses Total Estimated Fair Value Unrealized Losses $ $ — $ — 61,933 36,398 21,281 26,386 145,998 8,849 154,847 $ — $ — 409 397 64 481 1,351 391 1,742 $ — $ — 31,655 866 462 13,718 46,701 14,143 60,844 $ — $ — 500 — — 787 1,287 972 2,259 $ — $ — 93,588 37,264 21,743 40,104 192,699 22,992 215,691 $ — — 909 397 64 1,268 2,638 1,363 4,001 Less than 12 Months As of December 31, 2018 12 Months or More Total Estimated Fair Value — $ $ Losses Losses — $ Unrealized Estimated Unrealized Fair Value 1,777 16,049 138,572 13,117 23,532 87,546 280,593 2,072 $ 282,665 30 965 4,147 628 217 4,414 10,401 401 10,802 707 694 270 112 10,149 11,932 9,955 21,887 $ $ Estimated Fair Value 1,777 96,905 202,673 35,769 57,398 376,332 770,854 73,511 844,365 $ $ Unrealized Losses $ $ 30 1,672 4,841 898 329 14,563 22,333 10,356 32,689 80,856 64,101 22,652 33,866 288,786 490,261 71,439 561,700 U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Subtotal, fixed maturity securities Equity securities Total temporarily impaired securities $ $ Other-Than-Temporary Impairments ASC 320, Investments—Debt and Equity Securities requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis. Under ASC 320, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other factors is recorded as a component of other comprehensive income. In instances where no credit loss exists but it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings. In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income. The Company holds no subprime mortgage debt securities. All of the Company’s holdings in mortgage-backed securities are either U.S. Government or Agency guaranteed or are rated investment grade by either Moody’s or Standard & Poor’s. The unrealized losses in the Company’s fixed income and equity portfolio as of December 31, 2019 were reviewed for potential other-than-temporary asset impairments. The Company reviews securities with a material (20% or greater) unrealized loss for four or more consecutive quarters that additionally had certain qualitative factors that led to an impairment charge. As a result of our analysis, during the year ended December 31, 2019, the Company recognized $889 74 of OTTI losses which consisted entirely of credit losses related to fixed maturity securities. During the year ended December 31, 2018, the Company recognized $228 of OTTI losses which consisted entirely of credit losses related to fixed maturity securities. Specific qualitative analysis was also performed for any additional securities appearing on the Company’s “Watch List.” Qualitative analysis considered such factors as the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, changes to the rating of the security by a rating agency and the historical volatility of the fair value of the security. The qualitative analysis performed by the Company concluded that outside of the securities that were recognized through OTTI, the unrealized losses recorded on the investment portfolio at December 31, 2019 resulted from fluctuations in market interest rates and other temporary market conditions as opposed to fundamental changes in the credit quality of the issuers of such securities. Therefore, decreases in fair values of the Company’s securities are viewed as being temporary. The following table summarizes the credit loss recognized in earnings related to fixed maturity securities: Credit losses on fixed maturity securities, beginning of period Add: credit losses on OTTI not previously recognized Less: credit losses on securities sold Less: credit losses on securities impaired due to intent to sell Add: credit losses on previously impaired securities Less: increases in cash flows expected on previously impaired securities Credit losses on fixed maturity securities, end of period Years Ended December 31, 2018 2019 2017 844 889 (1,064) — — — 669 $ $ 892 228 (276) — — — 844 $ $ 1,094 256 (458) — — — 892 $ $ At December 31, 2019 and December 31, 2018, there were no amounts included in accumulated other comprehensive income (loss) related to securities which were considered by the Company to be other-than-temporarily impaired. Based upon the qualitative analysis performed, the Company’s decision to hold these securities, the Company’s current level of liquidity and its positive operating cash flows, management believes it is more likely than not that it will not be required to sell any of its securities before the anticipated recovery in the fair value to its amortized cost basis. Net Investment Income The components of net investment income were as follows for the periods indicated. Interest on fixed maturity securities Dividends on equity securities Equity in earnings of other invested assets Interest on other assets Total Investment Income Investment expenses Net investment income Years Ended December 31, 2019 2018 2017 42,892 5,268 1,552 32 49,744 3,079 46,665 $ $ 40,988 4,500 1,182 62 46,732 2,944 43,788 $ $ 37,246 3,093 1,016 89 41,444 2,686 38,758 $ $ 75 4. Equipment and Leasehold Improvements The carrying value of equipment and leasehold improvements by classification was as follows for the periods indicated. Software Computer equipment Leasehold improvements Other equipment Furniture and fixtures Total cost Less accumulated depreciation and amortization Equipment and leasehold improvements, net As of December 31, 2019 2018 $ $ 42,516 12,412 8,264 3,132 4,134 70,458 50,447 20,011 $ $ 36,161 9,195 8,264 3,116 4,129 60,865 45,281 15,584 Depreciation and amortization expense for the years ended December 31, 2019, 2018, and 2017 was $5,166, $5,464, and $5,037, respectively. 5. Employee Benefit Plan The Company sponsors the Safety Insurance Company 401(k) qualified defined contribution retirement plan (the “Retirement Plan”). The Retirement Plan is available to all eligible employees of the Company. An employee must be 21 years of age to be eligible to participate in the Retirement Plan and is allowed to contribute on a pre-tax basis up to the maximum allowed under federal law. The Retirement Plan is administered by the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974. At the close of each Retirement Plan year, the Company makes a matching contribution equal to 100% of the amount each participant contributed during the plan year from their total pay, up to a maximum amount of 8% of the participant’s base salary, to those participants who have contributed to the Retirement Plan and were employed on the last day of the Retirement Plan year. Compensation expense related to the Retirement Plan was $3,365, $3,302, and $3,164 for the years ended December 31, 2019, 2018, and 2017, respectively. 6. Share-Based Compensation 2018 Long Term Incentive Plan On April 2, 2018, the Company’s Board of Directors adopted the Safety Insurance Group, Inc. 2018 Long-Term Incentive Plan (“the 2018 Plan”), which was subsequently approved by our shareholders at the 2018 Annual Meeting of Shareholders. The 2018 Plan enables the grant of stock awards, performance shares, cash-based performance units, other stock-based awards, stock options, stock appreciation rights, and stock unit awards, each of which may be granted separately or in tandem with other awards. Eligibility to participate includes officers, directors, employees and other individuals who provide bona fide services to the Company. The 2018 Plan supersedes the Company’s 2002 Management Omnibus Incentive Plan (“the 2002 Incentive Plan”). The 2018 Plan establishes an initial pool of 350,000 shares of common stock available for issuance to our employees and other eligible participants. The Board of Directors and the Compensation Committee intend to issue awards under the 2018 Plan in the future. The maximum number of shares of common stock between both the 2018 Plan and 2002 Incentive Plan with respect to which awards may be granted is 2,850,000. No further grants will be allowed under the 2002 Incentive Plan. At December 31, 2019, there were 293,031 shares available for future grant. 76 Restricted Stock Service-based restricted stock awarded in the form of unvested shares is recorded at the market value of the Company’s common stock on the grant date and amortized ratably as compensation expense over the requisite service period. Service-based restricted stock awards generally vest over a three-year period and vest 30% on the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date, except for non-executive employees’ restricted stock awards granted prior to 2018 which vest ratably over a five-year service period and independent directors’ stock awards which vest immediately. Our independent directors are subject to stock ownership guidelines, which require them to have a value equal to four times their annual cash retainer. In addition to service-based awards, the Company grants performance-based restricted shares to certain employees. These performance shares cliff vest after a three-year performance period provided certain performance measures are attained. A portion of these awards, which contain a market condition, vest according to the level of total shareholder return achieved by the Company compared to its property-casualty insurance peers over a three-year period. The remainder, which contain a performance condition, vest according to the level of Company’s combined ratio results compared to a target based on its property-casualty insurance peers. Actual payouts can range from 0% to 200% of target shares awarded depending upon the level of achievement of the respective market and performance conditions during a three calendar-year performance period. Compensation expense for share awards with a performance condition is based on the probable number of awards expected to vest using the performance level most likely to be achieved at the end of the performance period. Performance-based awards with market conditions are accounted for and measured differently from awards that have a performance or service condition. The effect of a market condition is reflected in the award’s fair value on the grant date. That fair value is recognized as compensation cost over the requisite service period regardless of whether the market-based performance objective has been satisfied. All of the Company’s restricted stock awards are issued as incentive compensation and are equity classified. The following table summarizes restricted stock activity under the Incentive Plan assuming a target payout for the performance-based shares. 2019 Shares Under Restriction 89,135 33,778 (44,085) (626) 78,202 Weighted Average Fair Value 68.70 $ 92.52 68.41 75.50 79.09 $ Years Ended December 31, 2018 Shares Under Restriction 93,086 39,451 (43,276) (126) 89,135 Weighted Average Fair Value 63.13 $ 75.05 62.46 70.63 68.70 $ 2017 Shares Under Restriction 95,493 40,226 (42,453) (180) 93,086 Weighted Average Fair Value 55.86 $ 73.42 56.56 63.87 63.13 $ Shares Under Restriction 2019 Performance-based Weighted Average Fair Value 66.79 $ 69.61 56.42 — 79.34 105,170 63,447 (84,512) — 84,105 $ Shares Under Restriction Years Ended December 31, 2018 Performance-based Weighted Average Fair Value 62.75 $ 75.14 61.50 62.41 66.79 105,660 31,832 (27,801) (4,521) 105,170 $ Shares Under Restriction 2017 Performance-based Weighted Average Fair Value 57.60 $ 74.96 53.99 53.99 62.75 94,610 29,829 (18,259) (520) 105,660 $ Outstanding at beginning of year Granted Vested and unrestricted Forfeited Outstanding at end of period Outstanding at beginning of year Granted (1) Vested and unrestricted Forfeited Outstanding at end of period (1) Includes a true-up of previously awarded performance-based restricted share awards. The updated shares were calculated based on the attainment of pre-established performance objectives. 77 As of December 31, 2019, there was $6,119 of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be recognized over a weighted average period of 1.5 years. The total fair value of the shares that were vested and unrestricted during the years ended December 31, 2019, 2018, and 2017 was $7,784, $4,413 and $3,387, respectively. For the years ended December 31, 2019, 2018, and 2017, the Company recorded compensation expense related to awards under the Incentive Plan of $4,764, $5,197, and $3,358, net of income tax benefit of $1,266, $1,382, and $1,808, respectively. 7. Commitments and Contingencies Commitments As part of the Company’s investment activity, we have committed $80,000 to investments in limited partnerships. The Company has contributed $49,587 to these commitments as of December 31, 2019. As of December 31, 2019, the remaining committed capital that could be called is $32,721, which includes potential recallable capital distributions. Contingencies Various claims, generally incidental to the conduct of normal business, are pending or alleged against the Company from time to time. In the opinion of management, based in part on the advice of legal counsel, the ultimate resolution of such claims will not have a material adverse effect on the Company’s consolidated financial statements. However, if estimates of the ultimate resolutions of those proceedings are revised, liabilities related to those proceedings could be adjusted in the near term. Massachusetts law requires that insurers licensed to do business in Massachusetts participate in the Massachusetts Insurers Insolvency Fund (“Insolvency Fund”). Members of the Insolvency Fund are assessed a proportionate share of the obligations and expenses of the Insolvency Fund in connection with an insolvent insurer. It is anticipated that there will be additional assessments from time to time relating to various insolvencies. Although the timing and amounts of any future assessments are not known, based upon existing knowledge, management’s opinion is that such future assessments will not have a material effect upon the financial position of the Company. 8. Leases The Company has various non-cancelable, long-term operating leases, the largest of which are for office space including the corporate headquarters, VIP claims centers and law offices. Other operating leases consist of auto leases and various office equipment. The Company has no finance leases. Our leases have remaining lease terms of one year to ten years, some of which include options to extend the leases for up to five years. Certain lease agreements contain renewal options and, in addition to the minimum annual rentals, generally provide for payment of a share of the real estate taxes and operating expenses in excess of a base amount. Rental expense for our office space, law offices and VIP claims centers was $4,573, $3,531 and $4,557 for the years ended December 31, 2019, 2018, and 2017, respectively. All leases expire prior to 2029. The Company expects that in the normal course of business, leases that expire will be renewed. 78 The Company adopted ASU 2016-02, ASU 2018-10 and ASU 2018-11 effective January 1, 2019 (“the application date”) using the required modified retrospective transition approach. In accordance with the guidance, the Company has elected not to adjust comparative periods. As such ASC 842 will be applied to each lease that had commenced as of the application date with a cumulative effect adjustment as of that date. All periods before the application date presented in the financial statements will not change and the guidance in ASC 840 will apply. The Company has elected to apply the package of practical expedients provided in ASC 842 to all leases. In addition, the Company has elected not to apply the hindsight practical expedient or the land easement practical expedient. In calculating lease liabilities the Company uses its incremental borrowing rate as of the application date based on original lease terms. The components of lease expense were as follows: Operating lease cost Other information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Weighted average remaining lease term Operating leases Weighted average discount rate Operating leases Year Ended December 31, 2019 $ 4,645 Year Ended December 31, 2019 $ 5,082 8.42 Years 2.39% Maturities of lease liabilities were as follows: 2020 2021 2022 2023 2024 Thereafter Total lease payments Less imputed interest Total 9. Debt $ $ Operating Leases 4,998 4,798 4,270 3,879 3,875 15,405 37,225 (3,227) 33,998 On August 10, 2018, the Company extended its Revolving Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. (formerly known as RBS Citizens, N.A. (“Citizens Bank”)) to a maturity date of August 10, 2023. The Credit Agreement provides a $30,000 revolving credit facility with an accordion feature allowing for future expansion of the committed amount up to $50,000. Loans under the credit facility bear interest at the Company’s option at either (i) the LIBOR rate plus 1.25% per annum or (ii) the higher of Citizens Bank prime rate or 0.5% above the federal funds rate plus 1.25% per annum. Interest only is payable prior to maturity. 79 The Company’s obligations under the credit facility are secured by pledges of its assets and the capital stock of its operating subsidiaries. The credit facility is guaranteed by the Company’s non-insurance company subsidiaries. The credit facility contains covenants including requirements to maintain minimum risk-based capital ratios and statutory surplus of Safety Insurance Company as well as limitations or restrictions on indebtedness, liens, and other matters. As of December 31, 2019, the Company was in compliance with all covenants. In addition, the credit facility includes customary events of default, including a cross-default provision permitting the lenders to accelerate the facility if the Company (i) defaults in any payment obligation under debt having a principal amount in excess of $10,000 or (ii) fails to perform any other covenant permitting acceleration of all such debt. The Company had no amounts outstanding on its credit facility at December 31, 2019 or 2018. The credit facility commitment fee included in interest expense was computed at a rate of 0.25% per annum on the $30,000 commitment at December 31, 2019 and 2018. The Company is a member of the Federal Home Loan Bank of Boston (“FHLB-Boston”). Membership in the FHLB-Boston allows the Company to borrow money at competitive interest rates provided the loan is collateralized by specific U.S Government residential mortgage backed securities. At December 31, 2019, the Company has the ability to borrow approximately $289,507 using eligible invested assets that would be used as collateral. The Company has no amounts outstanding from the FHLB-Boston at December 31, 2019. 10. Reinsurance The Company cedes insurance to CAR and to other reinsurers. The Company has a property catastrophe excess of loss agreement and a casualty excess of loss agreement that qualify as reinsurance treaties and are designed to protect against large or unusual loss and LAE activity. Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. The Company is subject to concentration of credit risk with respect to reinsurance ceded. At December 31, 2019, reinsurance receivables on paid and unpaid loss and LAE with a carrying value of $130,005 and ceded unearned premiums of $33,587 were associated with CAR. At December 31, 2018, reinsurance receivables on paid and unpaid loss and LAE with a carrying value of $113,544 and ceded unearned premiums of $32,447 were associated with CAR. The Company assumes a proportionate share of the obligations from CAR. The Company makes an estimate of its share of assumed activity from the most recent quarter reported by CAR and records adjustments to the reported activity to reflect its anticipated final assumed obligations. The Company’s participation in CAR resulted in assumed net losses of $3,595, $5,362 and $5,444 for the years ended December 31, 2019, 2018 and 2017, respectively. CAR has been, with few exceptions, required by law to issue a policy to any applicant who seeks it. As a servicing carrier of CAR, this requirement has applied to the Company. The effect of assumed and ceded premiums on net written and earned premiums and losses and LAE incurred is as follows. Written Premiums Direct Assumed Ceded Net written premiums Earned Premiums Direct Assumed Ceded Net earned premiums 2019 Years Ended December 31, 2018 2017 $ $ $ $ 852,404 32,391 (90,386) 794,409 845,102 32,853 (89,178) 788,777 $ $ $ $ 843,675 32,403 (89,166) 786,912 836,759 32,196 (87,368) 781,587 $ $ $ $ 827,316 34,214 (80,476) 781,054 818,804 32,502 (76,886) 774,420 80 Loss and LAE Direct Assumed Ceded Net loss and LAE $ $ 562,192 28,529 (80,875) 509,846 $ $ 538,569 28,815 (81,871) 485,513 $ $ 517,146 28,003 (41,262) 503,887 11. Loss and Loss Adjustment Expense Reserves The following table sets forth a reconciliation of beginning and ending reserves for losses and loss adjustment expenses (“LAE”), as shown in the Company’s consolidated financial statements for the periods indicated. Reserves for losses and LAE at beginning of year Less receivable from reinsurers related to unpaid losses and LAE Net reserves for losses and LAE at beginning of year Incurred losses and LAE, related to: Current year Prior years Total incurred losses and LAE Paid losses and LAE related to: Current year Prior years Total paid losses and LAE Net reserves for losses and LAE at end of period Plus receivable from reinsurers related to unpaid losses and LAE Reserves for losses and LAE at end of period 2019 Year Ended December 31, 2018 2017 $ $ $ 584,719 (108,398) 476,321 $ 574,054 (83,085) 490,969 551,895 (42,049) 509,846 333,377 164,596 497,973 488,194 122,372 610,566 $ 542,001 (56,488) 485,513 340,927 159,234 500,161 476,321 108,398 584,719 $ 560,321 (83,724) 476,597 545,671 (41,784) 503,887 325,049 164,466 489,515 490,969 83,085 574,054 At the end of each period, the reserves were re-estimated for all prior accident years. The Company’s prior year reserves decreased by $42,049, $56,488, and $41,784 for the years ended December 31, 2019, 2018, and 2017, respectively, and resulted from re-estimations of prior years’ ultimate loss and LAE liabilities. The decrease in prior year reserves during 2019 was primarily composed of reductions of $25,623 in the Company’s retained automobile and $14,182 in the Company’s retained other than auto and homeowners reserves. The decrease in prior year reserves during 2018 was primarily composed of reductions of $36,266 in the Company’s retained automobile and $18,947 in the Company’s retained other than auto and homeowners reserves. The decrease in prior year reserves during 2017 was primarily composed of reductions of $29,855 in the Company’s retained automobile and $10,201 in the Company’s retained homeowners reserves. The Company’s private passenger automobile line of business prior year reserves decreased during the years ended December 31, 2019, 2018 and 2017 primarily due to improved retained private passenger results. The improved retained private passenger results were primarily due to fewer incurred but not yet reported claims than previously estimated and better than previously estimated severity on the Company’s established bodily injury and property damage case reserves. The following is information about incurred and paid claims development as of December 31, 2019, net of reinsurance, as well as cumulative claim frequency and the total of incurred-but-not-reported liabilities plus expected development on reported claims included within the net incurred claims amounts for our three largest lines of business. The cumulative number of reported claims include claims closed with payment, claims closed without payment and all open claims. It does not include anticipated IBNR claims. For the Private Passenger Automobile and Commercial Automobile lines of business, claim count is defined on a claimant basis where several claim counts may arise from a single auto accident. For Homeowners and all other lines of business, claim count is defined on an accident basis. The information about incurred claims and allocated claim adjustment expense, net of reserves and paid ultimate claims development for the years ended December 31, 2010 to 2018 is presented as unaudited supplementary information. 81 Private Passenger Automobile Liability Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 $ 169,426 $ 172,558 $ 171,978 $ 170,089 $ 166,195 $ 164,723 $ 163,206 $ 162,679 $ 161,236 $ 161,212 (Unaudited) 2011 2012 2013 2014 2015 2016 2017 2018 2019 176,727 176,906 176,906 175,209 172,957 171,852 170,732 168,671 175,262 175,189 174,856 170,379 167,831 166,008 163,350 183,367 183,517 183,264 181,492 179,167 176,713 187,305 187,104 186,798 183,119 181,312 190,036 190,236 188,317 184,477 192,912 192,318 185,009 185,673 184,429 176,411 168,625 162,448 175,684 179,251 181,299 180,486 182,068 175,222 176,171 Total $ 1,742,466 As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims $ - - (334) (1,155) (1,531) (1,082) (2,625) (9,052) (10,581) (7,596) 54,933 56,124 53,273 54,248 52,787 52,976 49,368 46,154 42,785 37,565 Private Passenger Automobile Liability Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 73,721 $ 126,734 $ 142,688 $ 153,408 $ 157,887 $ 160,192 $ 160,859 $ 161,080 $ 161,114 $ 161,112 (Unaudited) 76,467 130,018 146,532 158,904 164,413 167,251 168,025 168,585 74,306 126,553 144,157 152,991 157,443 160,416 161,749 79,049 135,031 152,472 163,694 169,634 172,736 79,151 136,434 156,693 166,815 173,163 76,934 138,255 156,483 168,641 78,862 137,917 154,964 77,519 133,037 72,895 168,593 162,014 173,890 176,616 173,816 167,458 153,675 126,456 72,219 All outstanding liabilities before 2010, net of reinsurance 347 Liabilities for claims and claim adjustment expenses, net of reinsurance $ 206,964 Total $ 1,535,849 82 Private Passenger Automobile Physical Damage Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, (Unaudited) As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 101,456 $ 98,463 $ 96,642 $ 96,485 $ 96,385 $ 96,366 $ 96,325 $ 96,323 $ 96,335 $ 96,309 $ - 128,202 118,131 117,951 115,028 113,821 113,765 113,674 113,677 113,640 113,630 108,376 107,912 104,393 103,679 103,575 103,547 103,510 103,491 114,389 114,239 113,034 112,197 112,096 112,060 112,029 123,421 123,622 122,410 122,327 122,341 122,213 140,219 136,661 134,101 133,737 133,581 129,528 124,922 122,116 121,717 - - - (38) (58) (78) 140,509 123,639 131,703 135,006 144,272 126,080 128,340 126,304 124,128 (206) 123,989 129,450 130,145 (3,085) 119,644 128,698 (21,574) 113,983 Total $ 1,185,941 Private Passenger Automobile Physical Damage Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, $ 101,635 $ 98,445 $ 96,587 $ 96,444 $ 96,369 $ 96,335 $ 96,325 $ 96,317 $ 96,306 $ 96,309 (Unaudited) 126,196 117,152 111,928 114,451 113,809 113,719 113,673 107,017 104,311 120,843 115,904 103,664 112,894 103,573 112,162 130,732 126,414 122,668 143,532 136,760 133,530 113,669 103,537 112,085 122,402 134,066 124,298 132,409 113,640 103,510 112,060 122,350 133,701 122,023 126,822 138,036 113,630 103,491 112,029 122,251 133,639 121,795 124,286 132,591 134,429 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 All outstanding liabilities before 2010, net of reinsurance - Liabilities for claims and claim adjustment expenses, net of reinsurance $ (8,509) Total $ 1,194,450 83 Commercial Automobile Liability Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 (Unaudited) $ 20,150 $ 19,922 $ 19,493 $ 19,576 $ 19,763 $ 19,285 $ 19,034 $ 18,725 $ 18,495 $ 18,547 23,658 24,298 24,160 24,187 23,649 22,933 22,817 22,759 22,488 23,704 24,447 24,662 24,723 24,572 23,819 22,859 22,476 29,175 29,541 28,377 26,864 26,310 25,986 34,117 34,105 34,376 33,914 32,948 25,443 32,438 35,371 36,150 36,610 37,730 38,015 37,954 39,416 40,947 40,916 42,865 41,373 41,055 41,347 40,115 51,679 Total $ 333,172 As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims $ 10 25 358 421 53 (620) (821) 1,263 5,365 14,371 4,531 4,958 4,566 5,783 6,085 7,211 6,452 6,123 5,700 4,895 Commercial Automobile Liability Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 6,466 $ 11,520 $ 13,816 $ 15,821 $ 17,351 $ 17,892 $ 18,113 $ 18,269 $ 18,280 $ 18,297 (Unaudited) 7,306 14,263 6,503 17,807 12,474 8,502 19,783 15,617 17,079 9,426 20,941 17,804 19,625 17,853 11,181 21,913 18,876 21,129 21,968 21,700 9,991 22,043 20,601 22,434 25,253 26,018 19,902 10,407 22,445 21,021 23,867 27,886 29,804 25,711 20,106 9,704 22,463 22,086 24,507 30,420 31,537 32,274 24,409 18,499 12,113 All outstanding liabilities before 2010, net of reinsurance - Liabilities for claims and claim adjustment expenses, net of reinsurance $ 96,567 Total $ 236,605 84 Commercial Automobile Physical Damage Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 (Unaudited) $ 10,048 $ 9,963 $ 9,893 $ 9,892 $ 10,077 $ 9,955 $ 9,916 $ 9,990 $ 9,990 $ 10,025 11,511 11,151 11,031 10,960 10,952 10,910 10,952 11,024 11,048 10,382 10,382 10,331 10,249 10,250 10,208 10,209 10,226 13,666 13,567 13,298 13,180 13,057 13,047 13,071 17,426 16,925 15,455 15,419 15,353 15,381 20,223 19,047 20,216 19,021 18,506 18,974 18,641 17,909 17,808 19,691 19,200 19,021 21,230 19,937 20,039 Total $ 155,197 As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims $ - - - 5 5 100 96 103 91 220 10,664 11,488 9,913 12,298 13,545 15,468 13,593 13,112 12,897 12,010 Commercial Automobile Physical Damage Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 9,398 $ 10,219 $ 10,053 $ 10,039 $ 10,028 $ 10,025 $ 10,027 $ 10,026 $ 10,026 $ 10,025 (Unaudited) 11,006 11,119 9,707 11,092 10,553 12,665 11,060 10,270 13,378 15,377 11,055 10,242 13,114 15,862 17,787 11,053 10,239 13,074 15,424 18,910 17,228 11,050 10,235 13,065 15,388 18,667 18,143 17,957 11,049 10,228 13,060 15,381 18,549 17,763 19,336 18,842 11,048 10,226 13,066 15,376 18,541 17,712 18,915 19,842 18,128 All outstanding liabilities before 2010, net of reinsurance - Liabilities for claims and claim adjustment expenses, net of reinsurance $ 2,318 Total $ 152,879 85 Homeowners Liability Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 5,591 $ 5,422 $ 5,422 $ 4,888 $ 4,717 $ 4,098 $ 3,735 $ 3,612 $ 3,457 $ 3,457 (Unaudited) 6,260 7,644 7,514 7,644 7,514 9,768 7,531 7,514 9,768 6,923 6,464 9,337 11,494 11,494 6,017 5,304 7,578 9,738 12,965 12,555 5,546 4,331 5,978 7,388 9,908 4,845 3,824 5,312 7,120 9,201 10,594 10,594 10,594 11,276 10,058 9,951 4,845 3,889 5,147 6,984 9,201 9,847 9,328 9,951 14,130 Total $ 76,779 As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims $ - - - (79) 92 (483) 867 346 (1,402) 5,132 217 304 249 264 261 287 272 265 242 208 Homeowners Liability Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 963 $ 1,420 $ 2,684 $ 2,890 $ 3,214 $ 3,425 $ 3,472 $ 3,457 $ 3,457 $ 3,457 (Unaudited) 235 1,969 1,389 3,459 2,063 527 4,336 2,308 2,337 340 4,497 2,731 3,080 1,834 428 4,536 3,029 3,493 3,212 3,319 647 4,758 3,600 3,829 4,200 4,267 2,669 305 4,769 3,606 4,038 4,828 5,205 4,257 1,676 551 4,769 3,646 4,209 6,315 6,445 5,387 2,913 2,039 1,634 All outstanding liabilities before 2010, net of reinsurance 3 Liabilities for claims and claim adjustment expenses, net of reinsurance $ 35,968 Total $ 40,814 86 Homeowners Property Damage Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, (Unaudited) As of December 31, 2019 Total of Incurred-but- Not-Reported Liabilities Plus Expected Development of Reported Claims Cumulative Number of Reported Claims 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 45,342 $ 44,550 $ 43,021 $ 40,868 $ 39,921 $ 39,658 $ 39,501 $ 39,501 $ 39,097 $ 39,097 $ 173 95,586 98,021 50,351 97,571 94,657 93,914 93,186 92,595 92,388 49,911 47,392 44,380 43,097 42,382 41,895 56,298 56,199 55,722 52,464 51,077 49,973 59,160 60,213 59,751 57,331 55,127 92,387 41,887 49,463 54,607 152,586 152,049 162,377 162,788 162,722 67,116 66,442 64,208 80,736 76,560 83,443 61,262 70,689 82,581 77,976 Total $ 732,671 204 148 100 284 434 1,334 316 (3,163) 2,127 6,685 15,116 6,051 5,698 6,077 20,075 5,419 6,006 8,223 5,184 Homeowners Property Damage Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 For the Years Ended December 31, 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 25,761 $ 37,447 $ 38,790 $ 39,110 $ 39,145 $ 39,203 $ 39,235 $ 39,235 $ 38,923 $ 38,923 (Unaudited) 71,532 89,741 30,801 92,184 40,681 38,661 92,462 41,960 48,456 40,409 92,444 41,737 49,702 52,161 92,333 41,782 49,612 54,088 92,182 41,789 49,653 54,224 92,182 41,736 49,620 54,262 92,182 41,736 49,328 54,274 112,563 145,337 160,572 161,745 161,773 44,103 57,238 46,366 59,155 64,401 57,704 59,449 66,181 70,959 49,121 Total $ 683,926 All outstanding liabilities before 2010, net of reinsurance 506 Liabilities for claims and claim adjustment expenses, net of reinsurance $ 49,251 87 The following is unaudited supplementary information about average historical claims duration as of December 31, 2019. Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (Unaudited) Years Private Passenger Automobile Liability Private Passenger Automobile Physical Damage Commercial Automobile Liability Commercial Automobile Physical Damage Homeowners Liability Homeowners Property Damage 1 2 3 4 5 6 7 8 9 10 43.7% 32.0% 10.3% 6.5% 3.1% 1.7% 0.6% 0.2% 0.0% 0.0% 107.4% 27.5% -5.1% 26.3% -2.3% 12.5% -0.4% 10.6% 95.4% 9.1% 70.6% 5.5% 22.3% 21.2% -1.9% 16.9% 4.8% -0.3% 11.5% 0.4% -0.1% 5.9% -0.1% 8.9% 0.0% 0.0% 5.9% 0.0% 10.4% 0.0% 0.0% 1.6% 0.0% 2.6% -0.2% 0.0% 2.6% 0.0% 0.3% 0.0% 0.0% 0.1% 0.0% 0.0% -0.2% 0.0% 0.1% 0.0% 0.0% 0.0% The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheets is as follows. Reconciliation of the Disclosure of Incurred and Paid Claims Development to the Liability for Unpaid claims and Claim Adjustment Expenses December 31, 2019 Net outstanding liabilities Private Passenger Automobile Liability Private Passenger Automobile Physical Damage Commercial Automobile Liability Commercial Automobile Physical Damage Homeowners Liability Homeowners Property Damage Other Short-Duration Insurance Lines Liabilities for unpaid claims and claim adjustment expenses, net of reinsurance Reinsurance recoverable on unpaid claims Private Passenger Automobile Liability Private Passenger Automobile Physical Damage Commercial Automobile Liability Commercial Automobile Physical Damage Homeowners Liability Homeowners Property Damage Other Short-Duration Insurance Lines Total reinsurance recoverable on unpaid claims Unallocated claims adjustment expenses Total gross liability for unpaid claims and claim adjustment expenses $ $ $ $ $ 206,964 (8,509) 96,567 2,318 35,968 49,251 75,455 458,014 238 - 116,756 2,255 - 1 3,122 122,372 30,180 610,566 Due to the nature of the risks that the Company underwrites and has historically underwritten, management does not believe that it has an exposure to asbestos or environmental pollution liabilities. 88 12. Income Taxes A summary of the income tax expense in the Consolidated Statements of Operations is shown below. Current Income Taxes: Federal State Deferred Income Taxes: Federal State Total income tax expense 2019 Years Ended December 31, 2018 2017 $ $ 19,280 43 19,323 4,757 — 4,757 24,080 $ $ 26,548 108 26,656 (5,600) — (5,600) 21,056 $ $ 22,198 30 22,228 2,085 — 2,085 24,313 The income tax expense attributable to the consolidated results of operations is different from the amounts determined by multiplying income before federal income taxes by the statutory federal income tax rate. The sources of the difference and the tax effects of each were as follows for the periods indicated. Federal income tax expense at statutory rate Tax(cid:4137)(cid:72)(cid:91)(cid:72)(cid:80)(cid:83)(cid:87)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:15)(cid:3)(cid:81)(cid:72)(cid:87) State taxes, net Nondeductible expenses Remeasurement of deferred tax liability upon enactment of the TCJA Tax windfall related to share-based stock compensation Other, net Total income tax expense 2019 Years Ended December 31, 2018 2017 25,973 (1,626) 34 488 — (1,003) 214 24,080 $ $ 21,893 (1,862) 85 494 — (79) 525 21,056 $ $ 30,345 (4,123) 19 237 (1,540) (333) (292) 24,313 $ $ The deferred income tax (liability) asset represents the tax effects of temporary differences attributable to the Company’s consolidated federal tax return group. Its components were as shown in the following table for the periods indicated. Deferred tax assets: Discounting of loss reserves Discounting of unearned premium reserve Investments Bad debt allowance Employee benefits Rent incentive Total deferred tax assets before valuation allowance Valuation allowance for deferred tax assets Total deferred tax assets Deferred tax liabilities: Deferred acquisition costs Investments Net unrealized gains on investments Loss reserve transition adjustment Software development costs Premium acquisition expenses Depreciation Total deferred tax liabilities Net deferred tax (liability) asset Years Ended December 31, 2019 2018 $ $ 5,642 17,710 — 274 4,340 1,063 29,029 — 29,029 (15,600) (1,744) (11,985) (1,662) (2,109) (509) (1,137) (34,746) (5,717) $ $ 5,688 17,475 1,972 274 4,159 1,181 30,749 — 30,749 (15,405) — (1,645) (2,229) (1,268) (512) (941) (22,000) 8,749 89 The Company believes that the positions taken on its income tax returns for open tax years will be sustained upon examination by the Internal Revenue Service (“IRS”). Therefore, the Company has not recorded any liability for uncertain tax positions under ASC 740, Income Taxes. During the years ended December 31, 2019 and December 31, 2018 there were no material changes to the amount of the Company’s unrecognized tax benefits or to any assumptions regarding the amount of its ASC 740 liability. As of December 31, 2019 and December 31, 2018, the Company had no unrecognized tax benefits, and none which if recognized would affect the effective tax rate. The Company does not currently anticipate significant changes in the amount of unrecognized income tax benefits during the next twelve months. The Company records interest and penalties associated with audits as a component of income before income taxes. Penalties are recorded in underwriting, operating and other expenses, and interest expense is recorded in interest expenses in the Consolidated Statements of Operations. The Company had no interest and penalties related to income taxes accrued as of December 31, 2019 and 2018. In the Company’s opinion, adequate tax liabilities have been established for all open years. However, the amount of these tax liabilities could be revised in the near term if estimates of the Company’s ultimate liability are revised. All tax years prior to 2016 are closed. On December 22, 2017, the TCJA was enacted, which significantly amended the Internal Revenue Code of 1986. The TCJA, among other things, reduced the corporate tax rate from a statutory rate of 35% to 21%, imposed additional limitations on net operating losses and executive compensation, allowed for the full expensing of certain capital expenditures and enacted other changes impacting the insurance industry. 13. Share Repurchase Program On August 3, 2007, the Board of Directors approved a share repurchase program of up to $30,000 of the Company’s outstanding common shares. As of December 31, 2019, the Board of Directors had cumulatively authorized increases to the existing share repurchase program of up to $150,000 of its outstanding common shares. Under the program, the Company may repurchase shares of its common stock for cash in public or private transactions, in the open market or otherwise. The timing of such repurchases and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable regulatory and corporate requirements. The program does not require the Company to repurchase any specific number of shares and it may be modified, suspended or terminated at any time without prior notice. No share purchases were made by the Company under the program during the years ended December 31, 2019 and December 31, 2018. As of December 31, 2019, the Company had purchased 2,279,570 shares on the open market at a cost of $83,835. 14. Statutory Net Income and Surplus Statutory Accounting Practices The Company’s insurance company subsidiaries, domiciled in the Commonwealth of Massachusetts, prepare statutory financial statements in accordance with the accounting practices prescribed or permitted by the Division. Prescribed statutory accounting practices are those practices that are incorporated directly or by reference in state laws, regulations, and general administrative rules applicable to all insurance enterprises domiciled in a particular state. Permitted statutory accounting practices include practices not prescribed by the Division, but allowed by the Division. Statutory net income was $75,469, $86,734, and $57,982 for the years ended December 31, 2019, 2018, and 2017, respectively. Statutory capital and surplus of the Company’s insurance subsidiaries was $704,177, and $646,820 at December 31, 2019 and 2018, respectively. 90 Dividends The Insurance Subsidiaries are subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid to their parent without prior approval of the Commonwealth of Massachusetts Commissioner of Insurance (the “Commissioner”). Massachusetts statute limits the dividends an insurer may pay in any twelve month period, without the prior permission of the Commissioner, to the greater of (i) 10% of the insurer’s surplus as of the preceding December 31 or (ii) the insurer’s net income for the twelve- month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Our insurance company subsidiaries may not declare an “extraordinary dividend” (defined as any dividend or distribution that, together with other distributions made within the preceding twelve months, exceeds the limits established by Massachusetts statute) until thirty days after the Commissioner has received notice of the intended dividend and has not objected. As historically administered by the Commissioner, this provision requires the Commissioner’s prior approval of an extraordinary dividend. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as earned surplus, and the insurer’s remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs. At December 31, 2019, the statutory capital and surplus of Safety Insurance was $704,177 and its net income for 2019 was $75,469. As a result, a maximum of $75,469 is available in 2020 for such dividends without prior approval of the Commissioner. During the year ended December 31, 2019, Safety Insurance recorded dividends of $47,585. As result of this Massachusetts statute, the Insurance Subsidiaries had restricted net assets in the amount of $628,708 at December 31, 2019. Risk-Based Capital Requirements The NAIC has adopted a formula and model law to implement risk-based capital requirements for most property and casualty insurance companies, which are designed to determine minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations. Under Massachusetts law, insurers having less total adjusted capital than that required by the risk-based capital calculation will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. The risk-based capital law provides for four levels of regulatory action. The extent of regulatory intervention and action increases as the level of total adjusted capital to risk-based capital falls. As of December 31, 2019, the Insurance Subsidiaries had total adjusted capital of $704,177, which is in excess of amounts requiring company or regulatory action at any prescribed risk-based capital action level. Minimum statutory capital and surplus, or company action level risk-based capital, was $184,601 at December 31, 2019. 15. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosure provides a revised definition of fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value information. Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). ASC 820 establishes a fair value hierarchy that distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). The fair value hierarchy in ASC 820 prioritizes fair value measurements into three levels based on the nature of the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets and liabilities; Level 2 — Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar, but not identical instruments; and Level 3 — Valuations based on unobservable inputs. Fair values for the Company’s fixed maturity securities are based on prices provided by its custodian bank and its investment managers. Both the Company’s custodian bank and investment managers use a variety of independent, nationally recognized pricing services to determine market valuations. If the pricing service cannot provide fair value determinations, the Company obtains non-binding price quotes from broker-dealers. A minimum of two quoted prices is 91 obtained for the majority of the Company’s available-for-sale fixed maturity securities in its investment portfolio. The Company uses a third-party pricing service as its primary provider of quoted prices from third-party pricing services and broker-dealers. To provide reasonable assurance of the validity of each price or quote, a secondary third-party pricing service or broker-dealer quote is obtained from the Company’s custodian or investment managers. An examination of the pricing data is then performed for each security. If the variance between the primary and secondary price quotes for a security is within an accepted tolerance level, the quoted price obtained from the Company’s primary source is used for the security. If the variance between the primary and secondary price quotes exceeds an accepted tolerance level, the Company obtains a quote from an alternative source, if possible, and documents and resolves any differences between the pricing sources. In addition, the Company may request that its investment managers and its traders provide input as to which vendor is providing prices that its traders believe are reflective of fair value for the security. Following this process, the Company may decide to value the security in its financial statements using the secondary or alternative source if it believes that pricing is more reflective of the security’s value than the primary pricing provided by its custodian bank. The Company analyzes market valuations received to verify reasonableness, to understand the key assumptions used and their sources, and to determine an appropriate ASC 820 fair value hierarchy level based upon trading activity and the observability of market inputs. Based on this evaluation and investment class analysis, each price is classified into Level 1, 2 or 3. Fair values of instruments are based on (i) quoted prices in active markets for identical assets (Level 1), (ii) quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs are observable in active markets (Level 2) or (iii) valuations derived from valuation techniques in which one or more significant inputs are unobservable in the marketplace (Level 3). The Company’s Level 1 securities consist of equity securities whose values are based on quoted prices in active markets for identical assets. The Company’s Level 2 securities are comprised of available-for-sale fixed maturity securities whose fair value was determined using observable market inputs. The Company’s Level 3 security consists of an investment in the Federal Home Loan Bank of Boston related to Safety Insurance Company’s membership stock, which is not redeemable in a short-term time frame. Fair values for securities for which quoted market prices were unavailable were estimated based upon reference to observable inputs such as benchmark interest rates, market comparables, and other relevant inputs. Investments valued using these inputs include U.S. Treasury securities, obligations of states and political subdivisions, corporate and other securities, commercial and residential mortgage- backed securities, and other asset-backed securities. Inputs into the fair value application that are utilized by asset class include but are not limited to: (cid:120) Obligations of states and political subdivisions: overall credit quality, including assessments of market sectors and the level and variability of sources of payment such as general obligation, revenue or lease; credit support such as insurance, state or local economic and political base, prefunded and escrowed to maturity covenants. (cid:120) (cid:120) (cid:120) Corporate and other securities: overall credit quality, the establishment of a risk adjusted credit spread over the applicable risk-free yield curve for discounted cash flow valuations; assessments of the level of industry economic sensitivity, company financial policies, indenture restrictive covenants, and/or security and collateral. Residential mortgage-backed securities: U.S. agency pass-throughs, collateralized mortgage obligations (“CMOs”), non U.S. agency CMOs: estimates of prepayment speeds based upon historical prepayment rate trends, underlying collateral interest rates, original weighted average maturity, vintage year, borrower credit quality characteristics, interest rate and yield curve forecasts, U.S. government support programs, tax policies, and delinquency/default trends. Commercial mortgage-backed securities: overall credit quality, including assessments of the level and variability of credit support and collateral type such as office, retail, or lodging, predictability of cash flows for the deal structure, prevailing economic market conditions. 92 (cid:120) Other asset-backed securities: overall credit quality, estimates of prepayment speeds based upon historical trends and characteristics of underlying loans, including assessments of the level and variability of collateral, revenue generating agreements, area licenses agreements, product sourcing agreements and equipment and property leases. (cid:120) FHLB-Boston: value is equal to the cost of the member stock purchased. In order to ensure the fair value determination is representative of an exit price (consistent with ASC 820), the Company’s procedures for validating quotes or prices obtained from third parties include, but are not limited to, obtaining a minimum of two price quotes for each fixed maturity security if possible, as discussed above, the periodic testing of sales activity to determine if there are any significant differences between the market price used to value the security as of the balance sheet date and the sales price of the security for sales that occurred around the balance sheet date, and the periodic review of reports provided by its external investment manager regarding those securities with ratings changes and securities placed on its “Watch List.” In addition, valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by the Company’s external investment manager, whose investment professionals are familiar with the securities being priced and the markets in which they trade, to ensure the fair value determination is representative of an exit price (consistent with ASC 820). All unadjusted estimates of fair value for our fixed maturities priced by the pricing services as described above are included in the amounts disclosed in Level 2. With the exception of the FHLB-Boston security, which is categorized as a Level 3 security, the Company’s entire portfolio was priced based upon quoted market prices or other observable inputs as of December 31, 2019. There were no significant changes to the valuation process during the year ended December 31, 2019. As of December 31, 2019 and December 31, 2018, no quotes or prices obtained were adjusted by management. All broker quotes obtained were non-binding. At December 31, 2019 and December 31, 2018, investments in fixed maturities classified as available-for-sale had a fair value which equaled carrying value of $1,228,040 and $1,161,862, respectively. At December 31, 2019 and December 31, 2018, we held no short-term investments. The carrying values of cash and cash equivalents and investment income accrued approximated fair value. The following tables summarize the Company’s total fair value measurements for investments for the periods indicated. U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Equity securities Total investment securities U.S. Treasury securities Obligations of states and political subdivisions Residential mortgage-backed securities Commercial mortgage-backed securities Other asset-backed securities Corporate and other securities Equity securities Total investment securities Total 1,512 251,396 307,202 109,738 36,222 521,970 144,877 1,372,917 Total 1,777 266,198 297,023 60,336 61,076 475,452 116,173 1,278,035 $ $ $ $ $ $ As of December 31, 2019 Level 1 Inputs $ — $ — — — — — 144,361 144,361 $ Level 2 Inputs 1,512 251,396 307,202 109,738 36,222 521,970 — 1,228,040 As of December 31, 2018 Level 1 Inputs $ — $ — — — — — 115,493 115,493 $ Level 2 Inputs 1,777 266,198 297,023 60,336 61,076 475,452 — 1,161,862 Level 3 Inputs — $ — — — — — 516 516 $ Level 3 Inputs — $ — — — — — 680 680 $ There were no transfers between Level 1 and Level 2 during the years ended December 31, 2019 or 2018. 93 The following tables summarize the changes in the Company’s Level 3 fair value securities for the periods indicated. Balance at beginning of period Net gains and losses included in earnings Net gains included in other comprehensive income Purchases Sales Transfers into Level 3 Transfers out of Level 3 Balance at end of period Years Ended December 31, 2019 2018 2017 680 — — 133 (297) — — 516 $ $ 680 — — — — — — 680 $ $ 678 — — 2 — — — 680 $ $ Transfers in and out of Level 3 are attributable to changes in the ability to observe significant inputs in determining fair value exit pricing. As noted in the table above, no transfers were made in or out of Level 3 during 2019, 2018 and 2017. The Company held one Level 3 security at December 31, 2019. As of December 31, 2019 and December 31, 2018, there were approximately $32,760 and $31,838 in a real estate investment trust (“REIT”). The REIT is excluded from the fair value hierarchy because the fair value is recorded using the net asset value per share practical expedient. The net asset value per share of this REIT is derived from member ownership in the capital venture to which a proportionate share of independently appraised net assets is attributed. The fair value was determined using the trust’s net asset value obtained from its audited financial statements. The Company is required to submit a request 45 days before a quarter end to dispose of the security. 16. Quarterly Results of Operations (Unaudited) An unaudited summary of the Company’s 2019 and 2018 quarterly performance, and audited annual performance, is as follows. First Quarter $ 222,579 29,946 1.97 1.95 0.80 First Quarter 209,719 9,125 $ 0.60 0.60 0.80 Total revenue Net income Earnings per weighted average common share: Basic Diluted Cash dividends paid per common share Total revenue Net income Earnings per weighted average common share: Basic Diluted Cash dividends paid per common share 17. Subsequent Events Year ended December 31, 2019 Third Quarter Fourth Quarter Second Quarter $ 216,002 25,934 $ 215,273 15,619 $ 223,899 28,102 $ 1.70 1.68 0.80 1.02 1.01 0.90 1.84 1.82 0.90 Year ended December 31, 2018 Third Quarter Fourth Quarter Second Quarter $ 207,970 26,816 $ 215,907 28,908 $ 202,901 18,346 $ 1.77 1.75 0.80 1.90 1.88 0.80 1.21 1.19 0.80 Total Year 877,753 99,601 6.52 6.46 3.40 Total Year 836,497 83,195 5.48 5.43 3.20 The Company has evaluated subsequent events for recognition or disclosure in the consolidated financial statements on Form 10-K filed herewith and no events have occurred that require recognition or disclosure. 94 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures [as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)] as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are adequate and effective and ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and that information required to be disclosed in such reports is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2019. PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, has audited the effectiveness of Safety Insurance Group, Inc.'s internal control over financial reporting as of December 31, 2019, as stated in their report which is included herein. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15 and 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. 95 ITEM 9B. OTHER INFORMATION The following disclosures relate to actions taken by the Board of Directors of the Company (the "Board"), the Compensation Committee of the Board and the Board of Directors of Safety Insurance Company and would otherwise have been filed during the first fiscal quarter of 2020 on a Form 8-K. (cid:120) On February 26, 2020, the Compensation Committee of the Board approved the 2019 annual executive cash bonus pool in the total amount of $2,867 pursuant to the Annual Performance Incentive Plan. Of the total pool, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $929; William J. Begley, Jr., $430; James D. Berry, $335; Stephen A. Varga, $253; and Paul J. Narciso, $244. (cid:120) On February 26, 2020, the Compensation Committee of the Board approved executive long-term incentive awards to certain members of senior management pursuant to our 2018 Long-Term Incentive Plan. The long- term incentive awards were granted in a total amount of $3,125 in the form of restricted stock, to be effective on and given a fair value of the closing price of our common stock on February 26, 2020. Of the total award, 45% vests in three annual installments of 30% on February 26, 2021, 30% on February 26, 2022, and 40% on February 26, 2023 and were allocated to the Company's Named Executive Officers as follows: George M. Murphy $360 worth of restricted stock; James D. Berry, $180 worth of restricted stock; Stephen A. Varga, $180 worth of restricted stock; and Paul J. Narciso, $146 worth of restricted stock. Of the total award, 55% vests over a three-year performance period commencing on January 1, 2020 and ending on December 31, 2022. Vesting of these shares is dependent upon the attainment of pre-established performance objectives and were allocated to the Named Executive Officers as follows: George M. Murphy $440 worth of restricted stock; James D. Berry, $220 worth of restricted stock; Stephen A. Varga, $220 worth of restricted stock; and Paul J. Narciso, $179 worth of restricted stock. (cid:120) Upon recommendation from the Compensation Committee, on February 26, 2020, the Board approved executive deferred compensation awards pursuant to the Executive Incentive Compensation Plan in the total amount of $1,470. Of the total award, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $431; William J. Begley, Jr., $231; James D. Berry, $179; Stephen A. Varga, $136; and Paul J. Narciso, $131. 96 ITEMS 10-14. PART III Within 120 days after the close of its fiscal year, the Company intends to file with the Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 as amended, which will include the matters required by these items. PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as a part of this report: 1. Financial Statements: The Consolidated Financial Statements for the year ended December 31, 2019 are contained herein as listed in the Index to Consolidated Financial Statements. 2. Financial Statement Schedules: The Financial Statement Schedules are contained herein as listed in the Index to Financial Statement Schedules. 3. Exhibits: The exhibits are contained herein as listed in the Index to Exhibits. 97 SAFETY INSURANCE GROUP, INC. INDEX TO FINANCIAL STATEMENT SCHEDULES Schedules I II III IV V VI Summary of Investments – Other than Investments in Related Parties as of December 31, 2019 Condensed Financial Information of the Registrant at December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Supplementary Insurance Information at December 31, 2019, 2018 and 2017 and for the years ended December 31, 2019, 2018 and 2017 Reinsurance for the years ended December 31, 2019, 2018 and 2017 Valuation and Qualifying Accounts at December 31, 2019, 2018 and 2017 and for the years ended December 31, 2019, 2018 and 2017 Supplemental Information Concerning Property and Casualty Insurance Operations at December 31, 2019, 2018 and 2017 and for the years ended December 31, 2019, 2018 and 2017 Page 99 100 102 103 104 105 98 Safety Insurance Group, Inc. Summary of Investments—Other than Investments in Related Parties Schedule I At December 31, 2019 (Dollars in thousands) Fixed maturities: U.S. government and government agencies and authorities Obligations of states and political subdivisions Corporate and other securities Total fixed maturities Equity securities: Common stocks: Industrial, miscellaneous and all other Total equity securities Other invested assets Total investments Cost or Amortized Cost Estimated Fair Value $ $ 303,007 241,597 647,753 1,192,357 151,121 151,121 37,278 1,380,756 $ $ 308,714 251,396 667,930 1,228,040 177,637 177,637 37,278 1,442,955 $ $ Amount at which shown in the Balance Sheet 308,714 251,396 667,930 1,228,040 177,637 177,637 37,278 1,442,955 99 Safety Insurance Group, Inc. Condensed Financial Information of the Registrant Condensed Balance Sheets Schedule II (Dollars in thousands) Assets Investments in consolidated affiliates Other Total assets Liabilities Accounts payable and other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Years Ended December 31, 2019 2018 810,251 54 810,305 1,899 1,899 808,406 810,305 $ $ $ $ 720,721 69 720,790 2,146 2,146 718,644 720,790 $ $ $ $ Safety Insurance Group, Inc. Condensed Financial Information of the Registrant Condensed Statements of Operations and Comprehensive Income Schedule II (Dollars in thousands) Revenues Expenses Net loss Earnings from consolidated subsidiaries Net income Other comprehensive income (loss), net of tax Comprehensive income 2019 Years Ended December 31, 2018 2017 — 1,694 (1,694) 101,295 99,601 38,896 138,497 $ $ — 1,695 (1,695) 84,890 83,195 (22,816) 60,379 $ $ — 1,494 (1,494) 63,881 62,387 8,426 70,813 $ $ 100 Safety Insurance Group, Inc. Condensed Financial Information of the Registrant Condensed Statements of Cash Flows Schedule II (Dollars in thousands) Net income Adjustments to reconcile net income to net cash provided by operating activities: Earnings from consolidated subsidiaries Dividends received from consolidated subsidiaries(1) Amortization of restricted stock expense Changes in assets and liabilities: Other assets Accounts payable and accrued liabilities Net cash provided by operating activities Proceeds from exercise of stock options Excess tax benefit from stock options exercised Dividends paid Acquisition of treasury stock Net cash used for financing activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Years Ended December 31, 2019 2018 2017 $ 99,601 $ 83,195 $ 62,387 (101,295) 47,585 6,514 15 247 52,667 — — (52,667) — (52,667) — — — (84,890) 45,271 5,789 (60) (492) 48,813 — — (48,813) — (48,813) — — — $ (63,881) 41,826 5,367 15 (254) 45,460 — — (45,460) — (45,460) — — — $ $ (1) No portion of the dividends received from operating subsidiaries during 2019, 2018 or 2017 represent returns of capital and therefore no portion is presented as an investing activity. 101 Safety Insurance Group, Inc. Supplementary Insurance Information Schedule III (Dollars in thousands) Deferred Policy Acquisition Costs As of December 31, Future Policy Benefits, Losses, Claims and Loss Expenses Years Ended December 31, Unearned Premiums Earned Premiums Net Investment Income $ 74,287 73,355 72,202 $ 610,566 584,719 574,054 $ 442,219 435,380 428,257 $ 788,777 781,587 774,420 46,665 43,788 38,758 Segment Property and Casualty Insurance 2019 2018 2017 $ Premium Revenue Net Investment Income Years Ended December 31, Benefits, Claims, Losses, and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written $ 788,777 781,587 774,420 $ 46,665 43,788 38,758 $ 509,846 485,513 503,887 $ 147,945 146,601 144,703 $ 96,191 100,042 103,733 794,409 786,912 781,054 Segment Property and Casualty Insurance 2019 2018 2017 $ 102 Safety Insurance Group, Inc. Reinsurance Schedule IV (Dollars in thousands) Property and Casualty Insurance Earned Premiums Years ended December 31, 2019 2018 2017 Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percent of Amount Assumed to Net $ $ 845,102 836,759 818,804 $ 89,178 87,368 76,886 $ 32,853 32,196 32,502 788,777 781,587 774,420 4.2% 4.1% 4.2% 103 Safety Insurance Group, Inc. Valuation and Qualifying Accounts Schedule V (Dollars in thousands) Additions Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions(1) Balance at End of Period Allowance for doubtful accounts Years Ended December 31, 2019 2018 2017 $ $ 482 414 435 $ 1,358 1,338 1,203 $ — — — $ 1,262 1,270 1,224 578 482 414 (1) Deductions represent write-offs of accounts determined to be uncollectible. 104 Safety Insurance Group, Inc. Supplemental Information Concerning Property and Casualty Insurance Operations Schedule VI (Dollars in thousands) As of December 31, Reserves for Unpaid Claims and Claims Adjustment Expenses Deferred Policy Acquisition Costs Years Ended December 31, Unearned Premiums Earned Premiums Net Investment Income $ $ 74,287 73,355 72,202 $ 610,566 584,719 574,054 442,219 435,380 428,257 $ 788,777 781,587 774,420 $ 46,665 43,788 38,758 Years Ended December 31, Claims and Claims Adjustment Expenses Incurred Related to Current Year Prior Year Amortization of Deferred Policy Acquisition Costs Paid Claims and Claims Adjustment Expenses Premiums Written $ $ 551,895 542,001 545,671 $ (42,049) (56,488) (41,784) $ 147,945 146,601 144,703 $ 497,973 500,161 489,515 794,409 786,912 781,054 Affiliation With Registrant Consolidated Property & Casualty Subsidiaries 2019 2018 2017 Affiliation With Registrant Consolidated Property & Casualty Subsidiaries 2019 2018 2017 105 SAFETY INSURANCE GROUP, INC. INDEX TO EXHIBITS Description Form of Amended and Restated Certificate of Incorporation of Safety Insurance Group, Inc.(1) Form of Amended and Restated Bylaws of Safety Insurance Group, Inc.(1) Form of Stock Certificate for the Common Stock (1) Description of Safety Insurance Group, Inc. Capital Stock (17) Lease Agreement between Thomas Black Corporation and Aman, Inc. for the lease of office space located on the 1st through 6th, 11th and 12th floors of 20 Custom House Street, Boston, Massachusetts, dated June 11, 1987, and as amended on October 11, 1988, September 14, 1989, September 19, 1990, February 23, 1994, December 20, 1996, June 24, 2002, July 26, 2004 and April 5, 2007, November 7, 2017 (2) (15) Tax Indemnity Agreement by and among Safety Holdings, Inc. and the Management Team, dated October 16, 2001(1) 2001 Restricted Stock Plan (1)(3) Executive Incentive Compensation Plan (1)(3) 2002 Management Omnibus Incentive Plan, as Amended (5) Safety Insurance Company Executive Incentive Compensation Plan—Basic Document(3)(4)(8) Safety Insurance Company Executive Incentive Compensation Plan—Adoption Agreement(3)(4)(8) Safety Insurance Company Executive Incentive Compensation Plan—Rabbi Trust Agreement(3)(4)(8) Form of Restricted Stock Notice and Agreement (with vesting) under the 2002 Management Omnibus Incentive Plan(3)(4) Form of Restricted Stock Notice and Agreement (without vesting) under the 2002 Management Omnibus Incentive Plan(3)(4) Form of Nonqualified Stock Option Notice and Agreement under the 2002 Management Omnibus Incentive Plan(3)(4) Form of Incentive Stock Option Notice and Agreement under the 2002 Management Omnibus Incentive Plan(3)(4) Form of Stock Appreciation Right Notice and Agreement under the 2002 Management Omnibus Incentive Plan(3)(4) Annual Performance Incentive Plan(3)(5) Amendment to Annual Performance Incentive Plan(3)(7) Amendment to Management Omnibus Incentive Plan dated December 31, 2008(3)(7) Amendment to Management Omnibus Incentive Plan dated August 4, 2010 (3)(9) Amendment to Management Omnibus Incentive Plan, as Amended dated March 11, 2013(3)(10) Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, as Amended(3)(10) Exhibit Number 3.1 3.2 4 4.1 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 Amended and Restated Revolving Credit Agreement with RBS Citizens(11) 106 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 21 23 24 31.1 31.2 32.1 32.2 Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, As Amended(3) (12) Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, As Amended(3) (13) Form of Restricted Stock Notice and Agreement under the 2002 Management Omnibus Plan, As Amended(3) (13) Employment Agreement by and between Safety Insurance Group, Inc. and John Drago as of April 1, 2016(3)(14) Employment Agreement by and between Safety Insurance Group, Inc. and George M. Murphy as of April 1, 2016(3)(14) Employment Agreement by and between Safety Insurance Group, Inc. and individual executive member as of January 1, 2020. (3) (17) 2018 Long-Term Incentive Plan (16) Employment Agreement by and between Safety Insurance Group, Inc. and Christopher T. Whitford as of March 2, 2020. (3) (17) Subsidiaries of Safety Insurance Group, Inc. (6) Consent of PricewaterhouseCoopers LLP (17) Power of Attorney (contained on the signature page herein) CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (17) CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(17) CEO Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (17) CFO Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (17) 101.INS Inline XBRL Instance Document (17) 101.SCH Inline XBRL Taxonomy Extension Schema (17) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (17) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (17) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase (17) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (17) (1) (2) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-87056) filed April 26, 2002, and as amended on Form S-8 (Reg. No. 333-110676) filed on November 21, 2003, as amended on Form S-8 (Reg. No. 333-140423) filed on February 2, 2007, and as amended on Form S-8 (Reg. No. 333-226690) filed on August 8, 2018. Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-87056) filed April 26, 2002, and as amended on Form S-8 (Reg. No. 333-110676) filed on November 21, 2003, as amended on Form S-8 (Reg. No. 333-140423) filed on February 2, 2007, and as amended on Form S-8 (Reg. No. 333-226690) filed on August 8, 2018 and as incorporated herein by reference on Form 10-Q for the 107 quarterly period ended March 31, 2007, as filed on May 5, 2007, and as incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2017, as filed on February 28, 2018. Denotes management contract or compensation plan or arrangement. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on March 16, 2005. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2006 filed on March 1, 2007. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 filed on March 14, 2008. Incorporated herein by reference to the Registrant’s Form 8-K filed on December 31, 2008. Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2008, as filed on November 7, 2008. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2010 filed on March 14, 2011. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2012 filed on March 18, 2013 Incorporated herein by reference to the Registrant’s Form 8-K filed on August 27, 2013. Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2013, as filed on August 9, 2013. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2014 filed on March 2, 2015 Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2016, as filed on August 5, 2016. Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2017, as filed on February 28, 2018. Incorporated herein by reference to the Registrant’s Definitive Proxy Statement filed on April 11, 2018. Included herein. (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) 108 ITEM 16. FORM 10-K SUMMARY None 109 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2020 SIGNATURES Safety Insurance Group, Inc. By: /s/ George M. Murphy George M. Murphy, President, Chief Executive Officer 110 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George M. Murphy and William J. Begley, Jr., and each of them individually, his true and lawful attorney- in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, or his substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed by the following persons in the capacities and on the date indicated: Signature Title Date /s/ George M. Murphy George M. Murphy President, Chief Executive Officer February 28, 2020 /s/ William J. Begley, Jr. William J. Begley, Jr. Vice President, Chief Financial Officer, Secretary, and Principal Accounting Officer /s/ David F. Brussard David F. Brussard /s/ Frederic H. Lindeberg Frederic H. Lindeberg /s/ Peter J. Manning Peter J. Manning /s/ David K. McKown David K. McKown /s/ Thalia M. Meehan Thalia M. Meehan Director Director Director Director Director February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 111 CORPORATE INFORMATION EXECUTIVE OFFICERS BOARD OF DIRECTORS GEORGE M. MURPHY, CPCU President and Chief Executive Officer CHRISTOPHER T. WHITFORD, CPA Vice President, Chief Financial Officer and Secretary JAMES D. BERRY, CPCU Vice President—Underwriting JOHN P. DRAGO Vice President—Marketing DAVID E. KRUPA, CPCU Vice President—Claims Operations ANN M. MCKEOWN Vice President—Insurance Operations PAUL J. NARCISO Vice President—Claims STEPHEN A. VARGA Vice President—Management Information Systems DAVID F. BRUSSARD (3C) Chairman FREDERIC H. LINDEBERG (1)(2)(4C) PETER J. MANNING (1C)(2)(4) DAVID K. MCKOWN (1)(2C)(4) THALIA M. MEEHAN (2)(3)(4) MARY C. MORAN GEORGE M. MURPHY (3) (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Investment Committee (4) Member of the Nominating and Governance Committee (C) Chairman of the committee referenced SHAREHOLDER INFORMATION TRANSFER AGENT Broadridge Shareholder Services C/O Broadridge Corporate Issuer Solutions P.O. Box 1342 Brentwood, NY 11717-0718 Shareholder inquiries: 877-830-4936 www.shareholder.broadridge.com INDEPENDENT AUDITORS PricewaterhouseCoopers LLP Boston, MA CORPORATE COUNSEL DLA Piper Boston, MA EXECUTIVE OFFICES 20 Custom House Street Boston, MA 02110 617-951-0600 http://www.SafetyInsurance.com STOCK LISTING We are listed on the NASDAQ Global Select Market under the symbol “SAFT.” OFFICE OF INVESTOR RELATIONS 20 Custom House Street Boston, MA 02110 Tel: 877-951-2522 Fax: 617-603-4837 e-Mail: InvestorRelations@SafetyInsurance.com ANNUAL MEETING OF SHAREHOLDERS Wednesday, May 20, 2020 at 10:00 A.M. EST 20 Custom House Street, Boston, MA 02110 ANNUAL REPORT TO SHAREHOLDERS Anyone interested in a copy of our Annual Report on Form 10-K, or any of our other public information, including press releases, Section 16 reports and other SEC filings, may obtain a copy without charge by either contacting the Office of Investor Relations listed above or by viewing and downloading from our Web site: www.SafetyInsurance.com, under “About Safety,” “Investor Information.” Safety Insurance Group, Inc. 20 Custom House Street Boston, MA 02110 617-951-0600 www.SafetyInsurance.com 

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