CERTIFICATE OF ADOPTION
Notice of the proposed report for the financial examination of
PHYSICIANS MUTUAL INSURANCE COMPANY
2600 DODGE STREET
OMAHA, NEBRASKA 68131
dated as of December 31, 2020, verified under oath by the examiner-in-charge on
June 1, 2022, and received by the company on June 3, 2022, has been adopted
without modification as the final report pursuant to Neb. Rev. Stat. § 44-5906(3) (a).
Dated this 17
th
day of June 2022.
STATE OF NEBRASKA
DEPARTMENT OF INSURANCE
Justin C. Schrader, CFE
Chief Financial Examiner
STATE OF NEBRASKA
Department of Insurance
EXAMINATION REPORT
OF
PHYSICIANS MUTUAL INSURANCE COMPANY
as of
DECEMBER 31, 2020
TABLE OF CONTENTS
Item Page
Salutation .........................................................................................................................................1
Introduction ..................................................................................................................................... 1
Scope of Examination ..................................................................................................................... 1
Description of Company ................................................................................................................. 3
History ........................................................................................................................................ 3
Management and Control ............................................................................................................ 4
Holding Company ................................................................................................................... 4
Policyholders ........................................................................................................................... 5
Board of Directors ................................................................................................................... 5
Officers ................................................................................................................................... 6
Committees ............................................................................................................................. 7
Transactions with Affiliates ........................................................................................................ 8
Service Agreement .................................................................................................................. 8
Net Worth Agreement ............................................................................................................. 9
Territory and Plan of Operation .................................................................................................. 9
Reinsurance ............................................................................................................................... 10
Assumed ................................................................................................................................ 10
Ceded .................................................................................................................................... 10
General .................................................................................................................................. 11
Body of Reports ............................................................................................................................ 11
Growth ...................................................................................................................................... 11
Financial Statements ................................................................................................................. 11
Examination Changes in Financial Statements ......................................................................... 15
Compliance with Previous Recommendations ......................................................................... 15
Commentary on Current Examination Findings ....................................................................... 15
Summary of Comments and Recommendations ........................................................................... 15
Acknowledgment .......................................................................................................................... 16
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Omaha, Nebraska
May 13, 2022
Honorable Eric Dunning
Director of Insurance
Nebraska Department of Insurance
1526 K Street, Suite 200
Lincoln, Nebraska 68508
Dear Sir:
Pursuant to your instruction and authorizations, and in accordance with statutory
requirements, an examination has been conducted of the financial condition and business affairs of:
PHYSICIANS MUTUAL INSURANCE COMPANY
2600 Dodge Street
Omaha, Nebraska 68131
(hereinafter also referred to as the “Company”), and the report of such examination is
respectfully presented herein.
INTRODUCTION
The State of Nebraska last examined the Company as of December 31, 2016. The current
financial condition examination covers the intervening period to and includes the close of
business on December 31, 2020 and such subsequent events and transactions as were considered
pertinent to this report. The State of Nebraska participated in this examination and assisted in
the preparation of this report.
The same examination staff conducted a concurrent financial condition examination of the
Company’s subsidiary, Physicians Life Insurance Company (PLIC).
SCOPE OF EXAMINATION
The examination was conducted pursuant to and in accordance with both the NAIC
Financial Condition Examiners Handbook (Handbook) and Section §44-5904(1) of the Nebraska
Insurance Statutes. The Handbook requires that examiners plan and perform the examination to
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evaluate the financial condition and identify prospective risks of the Company by obtaining
information about the Company, including but not limited to: corporate governance, identifying
and assessing inherent risks within the Company, and evaluating system controls and procedures
used to mitigate those risks. The examination also includes assessing the principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation and management’s compliance with Statutory Accounting Principles and Annual
Statement Instructions when applicable to domestic state regulations.
The Nebraska Department of Insurance made a general review of the Company’s
operations and the manner in which its business has been conducted in order to determine
compliance with statutory and charter provisions. The Company’s history was traced and has
been set out in this report under the caption “Description of Company.” All items pertaining to
management and control were reviewed, including provisions for disclosure of conflicts of
interest to the Board of Directors and the departmental organization of the Company. The
Articles of Incorporation and By-Laws were reviewed, including appropriate filings of any
changes or amendments thereto. The minutes of the meetings of the Policyholders, Board of
Directors, and committees held during the examination period were read and noted. Attendance
at meetings, proxy information, election of Directors and Officers, approval of investment
transactions, and authorizations of salaries were also noted.
The fidelity bond and other insurance coverages protecting the Company’s property and
interests were reviewed, as were plans for employee welfare and pension. Certificates of
Authority to conduct the business of insurance in the various states were inspected, and a survey
was made of the Company’s general plan of operation.
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Data reflecting the Company's growth during the period under review, as developed from
the Company's filed annual statements, is reflected in the financial section of this report under
the caption “Body of Report.”
The Company's reinsurance facilities were ascertained and noted and have been
commented upon in this report under the caption “Reinsurance.” Accounting records and
procedures were tested to the extent deemed necessary through the risk-focused examination
process. The Company’s method of claims handling and procedures pertaining to the adjustment
and payment of incurred losses were also noted.
All accounts and activities of the Company were considered in accordance with the risk-
focused examination process. This included a review of workpapers prepared by Deloitte &
Touche LLP, the Company’s external auditors, during their audit of the Company’s accounts for
the years ended December 31, 2019 and 2020. Portions of the auditor’s workpapers have been
incorporated into the workpapers of the examiners and have been utilized in determining the
scope and areas of emphasis in conducting the examination. This utilization was performed
pursuant to Title 210 (Rules of the Nebraska Department of Insurance), Chapter 56, Section 013.
Any failure of items to add to the totals shown in schedules and exhibits appearing
throughout this report is due to rounding.
DESCRIPTION OF COMPANY
HISTORY
The Company commenced business as Physicians Casualty Association of America
(Physicians Casualty) in Omaha, Nebraska on February 15, 1902. Its original Articles of
Incorporation provided for an existence of 50 years from said date and allowed for its nature of
business to be that of an accident indemnity mutual assessment association. Such Articles were
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filed on May 17, 1902. Subsequent amendment to these Articles of Incorporation granted the
Company perpetual existence effective February 1, 1952.
An affiliated entity, Physicians Health Association of America (Physicians Health), was
formed on March 6, 1912. Its nature of business was that of a health indemnity mutual
assessment association. The two associations jointly conducted business from offices located in
Omaha, Nebraska with their field of operations being limited to members of the medical and
dental professions residing within the United States. Physicians Health was consolidated with
and merged into Physicians Casualty under the provisions of a Consolidation Agreement, which
was entered into on November 7, 1961 and approved by order of the Nebraska Department of
Insurance on December 15, 1961.
The Company’s present name, Physicians Mutual Insurance Company, was adopted by
proper amendment to its Articles of Incorporation, effective March 1, 1962. Its plan of operation
changed at that time from that of an assessment association to a mutual legal reserve accident
and health insurance company. Under provisions of its current charter, and in conformity with
Nebraska Statutes, the Company is authorized to write the kinds of insurance prescribed in
Section 44-201, Subsection (4) of the Nebraska Insurance Statutes (sickness and accident
insurance).
MANAGEMENT AND CONTROL
Holding Company
The Company is a member of an insurance holding company system as defined by
Nebraska Statute. An organizational listing flowing from the Ultimate Controlling Person,” as
reported in the 2020 Annual Statement, is represented by the following (subsidiaries are denoted
through the use of indentations, and unless otherwise indicated, all subsidiaries are 100% owned):
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Physicians Mutual Insurance Company
Physicians Life Insurance Company
Physicians Mutual Insurance Company Foundation
Physicians Mutual Services Corporation
Seniors Information Network, LLC
National Association of Medicare Members, Inc.
Policyholders
Article IV of the Articles of Incorporation states, “every person, corporation, association
or partnership which is a Policyholder of the Company shall be a member and shall be entitled to
one vote in person or by proxy at the annual or special meetings of the members.” Article X of
the Articles of Incorporation states that, “annual meetings of the members shall be held at the
home office of the Company…on the third Saturday of February of each year to receive the
reports of the Officers, to elect Directors and to transact such other business as shall properly
come before such meetings.”
Board of Directors
Article V of the Articles of Incorporation states, “the Company shall be managed by a
Board of Directors consisting of not less than five (5) members, divided into three (3) groups as
nearly equal in number as is possible, who shall be elected from the members and at least one (1)
of whom shall be a citizen of the State of Nebraska. At least one-third of the total number of
Directors shall be persons who are not Officers or employees of the Company or of any entity
controlling, controlled by, or under common control with the Company and who are not
beneficial owners of a controlling interest in the voting stock of the Company or any affiliated
entity.”
The following persons were serving as Directors at December 31, 2020:
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Name and Residence Principal Occupation
Daniel E. Burkey Retired Chief Financial Officer, Creighton University
Omaha, Nebraska
James T. Canedy, M.D. Practicing Physician and Treasurer of the Company
Omaha, Nebraska
William A. Cutler III Funeral Director
Omaha, Nebraska
Timothy C. Fitzgibbons, M.D. Practicing Physician
Omaha, Nebraska
Martin M. Mancuso, M.D. Practicing Physician and Secretary of the Company
Omaha, Nebraska
Robert A. Reed Executive Chairman of the Board of Directors &
Omaha, Nebraska Senior Finance and Strategic Counsel
Robert A. Reed, Jr. President and Chief Executive Officer of the
Omaha, Nebraska Company
Officers
Article VI of the Articles of Incorporation states, “the Officers of the Company shall
consist of a President, a Secretary, and a Treasurer, who shall be elected by the Directors and
who shall hold office until their successors are elected and qualified. The Directors may select
one or more Vice Presidents and may designate one or more other offices, and assign their duties
and responsibilities.”
The Officers are nominated by the Compensation Committee on an annual basis, with the
exception of Robert Reed and Robert Reed, Jr., who are under contract with the Company.
The following is a listing of Senior Officers elected and serving the Company at
December 31, 2020:
Name Office
Robert A. Reed Executive Chairman of the Board of Directors and
Senior Finance and Strategic Counsel
Robert A. Reed, Jr. President and Chief Executive Officer
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Name Office
Martin M. Mancuso, M.D. Secretary
James T. Canedy, M.D. Treasurer
Melissa J. Crawford Senior Vice President Chief Marketing Officer
Howard G. Daubert Senior Vice President Corporate Services Group
Robert L. Gunia Senior Vice President Public Affairs Group and
Assistant Secretary
Edward J. Kaspar Senior Vice President Customer Group
Edward J. Mullen Senior Vice President Chief Financial Officer and
Assistant Treasurer
Mark E. Lehman Appointed Actuary
Committees
Article IV of the Company’s By-Laws states, “the Board of Directors… may designate
from its members an Executive Committee, which shall consist of at least three Directors,
together with the Chairman of the Board, the President and the Secretary, which shall have and
may exercise all the authority of the Board of Directors when the entire Board of Directors are
not in session; the Board of Directors may also designate one or more other committees
consisting of at least two Directors…”
The following persons were serving on the Investment Committee at December 31, 2020:
Daniel E. Burkey James T. Canedy, M.D.
Timothy C. Fitzgibbons, M.D. Robert A. Reed, Sr.
Robert A. Reed, Jr.
The following persons were serving on the Claims and Underwriting Committee at
December 31, 2020:
William A. Cutler, III Timothy C. Fitzgibbons, M.D.
Martin M. Mancuso, M.D. Robert A. Reed, Jr.
The following persons were serving on the Audit Committee at December 31, 2020:
Daniel E. Burkey James T. Canedy, M.D.
William A. Cutler, III Timothy C. Fitzgibbons, M.D.
Robert A. Reed, Sr. Robert A. Reed, Jr.
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The following persons were serving on the Compensation Committee at December 31,
2020:
Daniel E. Burkey James T. Canedy, M.D.
Timothy C. Fitzgibbons, M.D. Martin M. Mancuso, M.D.
The following persons were serving on the Corporate Governance Committee at
December 31, 2020:
James T. Canedy, M.D. William A. Cutler, III
Martin M. Mancuso, M.D. Robert A. Reed, Jr.
TRANSACTIONS WITH AFFILIATES
Service Agreement
The Company provides equipment, space, and personnel necessary for the operations of
its subsidiaries. By agreement dated June 24, 1997 and amended January 1, 2004, the Company
agrees to perform all reasonable services necessary in connection with the solicitation, issuance,
and servicing of policies and claims in connection with policies previously issued and hereafter
issued by PLIC. Compensation for these services is the actual salary represented by the time
spent in the performance of such services, and costs and expenses associated with respect to
equipment, office space, and other overhead expenses represented by the time and use devoted to
such services. The Company is also to receive payment for any direct expenses paid on behalf of
PLIC. Upon 60 day’s prior written notice to the other party, either party may terminate the
Agreement. The total expenses allocated under this agreement to PLIC during 2020 and 2019
were $36,500,407 and $34,124,104, respectively.
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Net Worth Agreement
The Company entered into a Net Worth Agreement with PLIC effective January 1, 1993,
whereby the Company agrees to take any actions necessary to maintain PLIC’s financial position
with a surplus level in excess of Risk Based Capital requirements.
This agreement can be canceled by either party with a written 90-day notice provided
such termination does not eliminate the obligation of the Company to infuse cash into PLIC with
respect to the obligation to support, supplement, or permit the timely payment of contractual
claims received by PLIC from policyholders of insurance contracts or annuity contracts during
the term of the agreement.
TERRITORY AND PLAN OF OPERATION
As evidenced by current or continuous Certificates of Authority, the Company is licensed to
transact business in all states and the District of Columbia.
During the period covered by this examination, business was produced by direct mail,
television, radio, newspaper, email, internet advertisement and face-to-face solicitation through
the Company’s integrated distribution channels.
The integrated distribution channels include the Demand Generation, Journey
Management, Telesales, eCommerce, and Agency Departments. These departments are each
under the direction of an Officer of the Company and focus on both the acquisition of new
customers and gaining additional sales from existing customers.
The Agency Department oversees over 1,000 sales agents. These agents are independent
contractors who act as career agents for the Company. All contracted agents receive
commissions and can also earn cash bonuses and lead or advertising credits by meeting
production and persistency requirements.
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REINSURANCE
Assumed
Effective January 1, 2004, the Company entered into a reinsurance agreement with PLIC
that replaced the previous reinsurance agreement effective January 1, 2003. Per the January 1,
2004 agreement, the Company assumes 100% of the liabilities associated with PLIC’s Medicare
Supplement insurance. PLIC is paid a “front fee allowance” of 3% of premiums. PLIC
discontinued sales of its Medicare Supplement business between 7/1/2010 and 6/30/2019.
Medicare Supplement business was sold through the Company during this timeframe. Medicare
Supplement policies were again sold by PLIC starting 7/1/2019 and continuing through the date
of this report. The agreement with PLIC is still in effect, with premiums of $86,937,749 and
reserves assumed of $14,798,267 in 2020.
Ceded
The Company ceded $12,513,991 of accident and health premiums to various reinsurers
in 2020, $11,035,079 of which was dental business ceded to Ameritas Life Insurance Corp.
(Ameritas). Under the terms of the quota share contract with Ameritas, which has been in effect
since 2003 and subsequently amended, the Company cedes to Ameritas a 15% quota share
participation in the Company’s dental risks. This participation excludes risks considered
“individual policies” risks that are subject to the terms of an automatic coinsurance reinsurance
agreement between the Company and AAA Life Insurance Company, as well as any additional
vision insurance risk assumed by the Company on the same reinsured policies. Any other policy
forms that both the Company and Ameritas mutually agree in writing to add may be added after
the effective date. Ameritas also acts as the Company’s third-party administrator for their dental
business.
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General
All contracts reviewed contained standard insolvency, arbitration, errors and omissions, and
termination clauses where applicable. All contracts contained the clauses necessary to assure
reinsurance credits could be taken.
BODY OF REPORTS
GROWTH
The following comparative data reflects the growth of the Company during the period
covered by this examination:
2017 2018 2019 2020
Bonds $1,826,710,278 $1,889,650,025 $1,942,268,489 $2,022,929,664
Admitted assets 2,291,892,719 2,356,292,530 2,480,535,724 2,599,100,676
Aggregate reserves for
accident & health contracts 1,181,871,563 1,215,379,700 1,278,093,223 1,306,404,544
Total liabilities 1,340,721,695 1,362,930,956 1,443,151,361 1,497,026,696
Capital and surplus 951,171,024 993,361,574 1,037,384,362 1,102,073,981
Premium income 436,194,407 463,459,329 485,799,855 495,514,117
Net investment income 96,730,749 101,936,586 104,870,803 104,933,424
Disability benefits 300,226,193 311,581,256 334,108,337 323,883,744
Net income 39,775,598 52,083,553 47,269,470 71,525,499
FINANCIAL STATEMENTS
The following financial statements are based on the statutory financial statements filed by
the Company with the State of Nebraska Department of Insurance and present the financial
condition of the Company for the period ending December 31, 2020. The accompanying
comments on financial statements reflect any examination adjustments to the amounts reported
in the annual statements and should be considered an integral part of the financial statements. A
reconciliation of the capital and surplus account for the period under review is also included.
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FINANCIAL STATEMENT
December 31, 2020
Assets Net
Assets Not Admitted
Assets Admitted Assets
Bonds $2,022,929,664 $2,022,929,664
Preferred stocks 63,565,743 63,565,743
Common stocks 384,511,956 $ 220,572 384,291,384
Properties occupied by the company 16,576,773 16,576,773
Properties held for sale 204,577 204,577
Cash and cash equivalents 62,033,899 62,033,899
Other invested assets 14,343,915 14,343,915
Receivables for securities 264,013 101,400 162,613
Subtotal, cash and invested assets $2,564,430,540 $ 321,972 $2,564,108,568
Investment income due and accrued 19,710,449 19,710,449
Uncollected premiums and agents’
Balances in the course of collection 2,154 2,154
Other amounts receivable under
reinsurance contracts 15,555 15,555
Current federal and foreign income tax
recoverable and interest thereon 2,220,549 2,220,549
Net deferred tax asset 34,747,312 23,922,613 10,824,699
Guaranty funds receivable 1,910,089 1,910,089
Electronic data processing equipment 23,010,033 22,700,151 309,882
Furniture and equipment 5,225,024 5,225,024
Receivables from parent, subsidiaries and
affiliates 886 886
Health care and other amounts receivable 6,443,272 6,443,272
Funds on deposit 45,258 45,258
Prepaid expenses 21,458,901 21,458,901
Debit suspense 20,574 20,574
Pension and defined contribution plans 14,610,555 14,610,555
Totals $2,693,851,151 $94,750,475 $2,599,100,676
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Liabilities, Surplus, and Other Funds
Aggregate reserve for accident and health contracts $1,306,404,544
Contract claims for accident and health 43,642,651
Premiums and annuity considerations for accident and health 10,876,283
Provision for experience rating refunds 8,200,000
Other amounts payable on reinsurance 716,198
Interest maintenance reserve 12,619,101
Commissions to agents due or accrued 406,025
General expenses due or accrued 12,269,525
Taxes, licenses and fees due or accrued 2,000,609
Amounts withheld or retained by company as agent or trustee 262,494
Remittances and items not allocated 12,702,197
Liability for benefits for employees and agents 1,600,000
Asset valuation reserve 46,866,457
Payable to parent, subsidiaries and affiliates 658,261
Drafts outstanding 8,999,817
Payable for securities 11,600,874
Commitment on prepaid expenses 12,749,607
Other post retirement benefits 2,005,455
Minimum post retirement liability 2,446,597
Total liabilities $1,497,026,696
Unassigned funds $1,102,073,981
Total capital and surplus $1,102,073,981
Totals $2,599,100,676
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SUMMARY OF OPERATIONS – 2020
Premiums and annuity considerations $495,514,117
Net investment income 104,933,424
Amortization of interest maintenance reserve 1,338,153
Commissions and expense allowances on reinsurance ceded 4,508,269
Miscellaneous income 725,650
Totals $607,019,613
Disability benefits and benefits under accident and health contracts 323,883,744
Increase in aggregate reserves 28,311,320
Totals $352,195,064
Commissions on premiums, annuity considerations, and deposit type contracts 26,540,368
Commissions and expense allowances on reinsurance assumed 4,161,387
General insurance expenses 125,564,140
Insurance taxes, licenses and fees 13,599,677
Totals $522,060,636
Net gain from operations before federal income taxes
and net realized capital gains 84,958,977
Federal income taxes incurred 13,881,580
Net realized capital gains 448,102
Net income $ 71,525,499
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CAPITAL AND SURPLUS ACCOUNT
2017 2018 2019 2020
Capital and surplus, beginning $919,165,915 $951,171,024 $ 993,361,574 $1,037,384,362
Net income $ 39,775,598 $ 52,083,553 $ 47,269,470 $ 71,525,499
Change in net unrealized
capital gains 8,014,313 (10,610,535) 34,968,177 106,880
Change in net deferred
income tax (32,788,977) (3,113,863) (3,172,753) (1,301,827)
Change in nonadmitted assets 25,713,934 (11,397,812) 6,796,761 (6,740,273)
Change in reserve on account
of change in valuation basis (25,618,779)
Change in asset valuation reserve (6,883,273) 13,254,365 (16,539,845) (2,907,617)
Pension benefit recovery plan (1,826,486) 1,974,842 319,758 4,006,961
Net change for the year $ 32,005,109 $ 42,190,550 $ 44,022,788 $ 64,689,623
Capital and surplus, ending $951,171,024 $993,361,574 $1,037,384,362 $1,102,073,985
EXAMINATION CHANGES IN FINANCIAL STATEMENTS
Unassigned funds (surplus) in the amount of $1,102,073,981, as reported in the
Company's 2020 Annual Statement, has been accepted for examination purposes. Examination
findings, in the aggregate, were considered to have no material effect on the Company’s financial
condition.
COMPLIANCE WITH PREVIOUS RECOMMENDATIONS
No recommendations were made as a result of the previous examination
COMMENTARY ON CURRENT EXAMINATION FINDINGS
There are no comments or recommendations that have been made as a result of this
examination.
SUMMARY OF COMMENTS AND RECOMMENDATIONS
There are no comments or recommendations that have been made as a result of this
examination.
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ACKNOWLEDGMENT
The courteous cooperation extended by the Officers and employees of the Company
during this examination is hereby acknowledged.
In addition to the undersigned, Kim Hurst, CFE, John Wiatr, CFE, Linda Scholl, CISA,
CFE, APIR, Financial Examiners; Gary Evans, CISA, AES, Information Systems Specialist; and
Derek Wallman, ASA, Actuarial Examiner; all with the Nebraska Department of Insurance,
participated in this examination and assisted in the preparation of this report.
Respectfully submitted,
_____________________________
Tadd K. Wegner, CFE
Supervisory Examiner
Department of Insurance
State of Nebraska