Attached files
| file | filename |
|---|---|
| EX-31.3 - EXHIBIT 31.3 - Symetra Financial CORP | sya-20141231exhibit313.htm |
| EX-31.4 - EXHIBIT 31.4 - Symetra Financial CORP | sya-20141231exhibit314.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-33808
SYMETRA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 20-0978027 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
777 108th Avenue NE, Suite 1200
Bellevue, Washington 98004
(Address of principal executive offices, including zip code)
(425) 256-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.01 per share | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No ý
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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-X is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ý | Accelerated filer | ¨ | |||||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant as of June 30, 2014 was approximately $1.7 billion, based on the closing price of $22.74 per share of the Common Stock on the New York Stock Exchange on June 30, 2014.
As of April 17, 2015, the Registrant had 116,113,788 common voting shares outstanding, with a par value of $0.01 per share.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend Symetra Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Original Filing”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 26, 2015 (the “Original Filing Date”). The purpose of this Amendment No. 1 is to file an amended and restated Exhibit Index to include one exhibit previously filed with the Commission but inadvertently omitted from the Exhibit Index contained in the Original Filing.
Except as described above, no changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYMETRA FINANCIAL CORPORATION
By:
/s/ Margaret A. Meister
Name: Margaret A. Meister
Title: Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: April 21, 2015
Exhibit Index
Incorporate By Reference | ||||||||
Exhibit Number | Exhibit Title | Filed Herewith | Form | From Exhibit Number | File Number | Filing Date | ||
3.1 | Amended and Restated Certificate of Incorporation of Symetra Financial Corporation | S-1 | 3.1 | 333-162344 | October 5, 2009 | |||
3.2 | Form of Bylaws of Symetra Financial Corporation | S-1 | 3.2 | 333-162344 | October 5, 2009 | |||
4.1 | Specimen Common Stock Certificate | S-1/A | 4.1 | 333-162344 | December 29, 2009 | |||
4.2 | Fiscal Agency Agreement between Symetra Financial Corporation and U.S. Bank, dated March 30, 2006 | S-1/A | 4.2 | 333-162344 | November 10, 2009 | |||
4.3 | Credit Agreement among Symetra Financial Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated as of August 24, 2014 | 8-K | 10.1 | 001-33808 | August 28, 2014 | |||
4.4 | Purchase Agreement between Symetra Financial Corporation and the purchasers listed therein, dated October 4, 2007 | S-1 | 4.6 | 333-162344 | October 5, 2009 | |||
4.5 | Indenture between Symetra Financial Corporation and U.S. Bank National Association, as trustee, dated as of October 10, 2007 | S-1 | 4.7 | 333-162344 | October 5, 2009 | |||
4.6 | Indenture, dated as of August 4, 2014, between Symetra Financial Corporation and U.S. Bank National Association, as Trustee | 8-K | 4.1 | 001-33808 | August 4, 2014 | |||
4.7 | First Supplemental Indenture, dated as of August 4, 2014, between the Company and U.S. Bank National Association, as Trustee | 8-K | 4.2 | 001-33808 | August 4, 2014 | |||
4.8 | Form of 4.25% Senior Note due 2024 | 8-K | 4.3 | 001-33808 | August 4, 2014 | |||
9.1 | Shareholders’ Agreement among Occum Acquisition Corp. and the persons listed on the signature pages thereto, dated as of March 8, 2004 | S-1/A | 9.1 | 333-162344 | November 10, 2009 | |||
9.2 | Shareholders’ Agreement among Occum Acquisition Corp. and the persons listed on the signature pages thereto, dated as of March 19, 2004 | S-1/A | 9.2 | 333-162344 | November 10, 2009 | |||
9.3 | Shareholders’ Agreement among Occum Acquisition Corp. and the persons listed on the signature pages thereto, dated as of April 16, 2004 | S-1/A | 9.3 | 333-162344 | November 10, 2009 | |||
10.1 | Master Services Agreement between Affiliated Computer Services, Inc. and Symetra Life Insurance Company, dated August 1, 2009 † † | S-1/A | 10.1 | 333-162344 | December 29, 2009 | |||
10.2 | Amendment No. 1 dated August 9, 2010 to Master Services Agreement by and between Symetra Life Insurance Company and Affiliated Computer Services, Inc., dated August 1, 2009 † † | 10-Q | 10.1 | 001-33808 | August 12, 2010 | |||
10.3 | Amendment No. 2 dated December 17, 2010 to Master Services Agreement by and between Symetra Life Insurance Company and Affiliated Computer Services, Inc., dated August 1, 2009 † † | 10-K | 10.3 | 001-33808 | March 16, 2011 | |||
10.4 | Amendment No. 3 dated September 6, 2012 to the Master Services Agreement dated August 1, 2009 among Symetra Life Insurance Company and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.) † † | 10-Q | 10.2 | 001-33808 | November 7, 2012 | |||
10.5 | Amendment No. 4 dated January 1, 2014 to the Master Services Agreement dated August 1, 2009 among Symetra Life Insurance Company and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.) | 10-K | 10.5 | 001-33808 | February 25, 2014 | |||
10.6 | Amendment No. 5 dated January 17, 2014 to the Master Services Agreement dated August 1, 2009 among Symetra Life Insurance Company and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.) †† | 10-K | 10.6 | 001-33808 | February 25, 2014 | |||
10.7 | Amendment No. 6 dated March 3, 2014 to the Master Services Agreement dated August 1, 2009 among Symetra Life Insurance Company and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.) | 10-Q | 10.1 | 001-33808 | May 9, 2014 | |||
10.8 | Amendment No. 7 dated September 19, 2014 to the Master Services Agreement dated August 1, 2009 among Symetra Life Insurance Company and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.) †† | 10-Q | 10.1 | 001-33808 | November 7, 2014 | |||
10.9 | Investment Management Agreement between White Mountains Advisors LLC and Symetra Financial Corporation, together with Symetra Life Insurance Company and certain other Affiliated Companies, dated as of June 1, 2011 | 10-Q | 10.1 | 001-33808 | August 11, 2011 | |||
10.10 | Amendment No. 1 dated April 1, 2012 to Investment Management Agreement between White Mountains Advisors LLC and Symetra Financial Corporation together with Symetra Life Insurance Company and certain other Affiliated Companies, dated as of June 1, 2011 | 10-Q | 10.1 | 001-33808 | August 9, 2012 | |||
10.11 | Amendment No. 2 dated September 30, 2013 to Investment Management Agreement between White Mountains Advisors LLC and Symetra Financial Corporation together with Symetra Life Insurance Company and certain other Affiliated Companies, dated as of June 1, 2011 | 10-Q | 10.3 | 001-33808 | November 6, 2013 | |||
10.12 | Investment Management Agreement between Symetra Financial Corporation and White Mountains Advisors LLC, dated December 31, 2014 and effective January 1, 2015 | 8-K | 10.1 | 001-33808 | January 7, 2015 | |||
10.13 | Agency Agreement, dated as of March 10, 2006, among Symetra Life Insurance Company, WM Financial Services, Inc. and WMFS Insurance Services, Inc. (including Addendum to the Agency Agreement dated as of February 22, 2007, Amendment to the Agency Agreement dated as of March 26, 2007, Amendment to the Agency Agreement dated as of July 17, 2007, Amendment to the Agency Agreement dated as of December 18, 2007, Amendment to the Agency Agreement dated as of September 15, 2008, Amendment to the Agency Agreement dated as of September 23, 2008, Addendum to the Agency Agreement dated as of September 23, 2008, Assignment of Agency Agreement between Symetra Life Insurance Company and WaMu Investments, Inc. (formerly WM Financial Services, Inc.) dated as of May 2, 2009 among Symetra Life Insurance Company, WaMu Investments, Inc. (formerly WM Financial Services, Inc.), WMFS Insurance Services, Inc. and Chase Insurance Agency, Inc., Amendment to the Agency Agreement dated as of May 2, 2009) †† | S-1/A | 10.8 | 333-162344 | October 26, 2009 | |||
10.14 | Agency Agreement, dated as of September 26, 2006, among Symetra Life Insurance Company and Chase Insurance Agency, Inc. (including Addendum to the Agency Agreement dated as of May 15, 2007 and Addendum to the Agency Agreement dated as of March 21, 2008) †† | S-1/A | 10.9 | 333-162344 | October 26, 2009 | |||
10.15 | Amendments dated August 27, 2011 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-Q | 10.1 | 001-33808 | November 9, 2011 | |||
10.16 | Amendments dated September 21, 2010 and January 1, 2011 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-K | 10.16 | 001-33808 | March 16, 2011 | |||
10.17 | Amendments dated November 16, 2011 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-K | 10.19 | 001-33808 | February 29, 2012 | |||
10.18 | Amendments dated March 5, 2012 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-Q | 10.2 | 001-33808 | May 7, 2012 | |||
10.19 | Amendments dated July 2, 2012 and September 1, 2012 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-Q | 10.1 | 001-33808 | November 7, 2012 | |||
10.20 | Amendment dated February 1, 2013 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. | 10-Q | 10.1 | 001-33808 | May 3, 2013 | |||
10.21 | Annuity Terms and Conditions Amendment dated February 25, 2013 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. | 10-Q | 10.2 | 001-33808 | May 3, 2013 | |||
10.22 | Amendments dated February 25, 2013 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-Q | 10.3 | 001-33808 | May 3, 2013 | |||
10.23 | Amendment dated September 30, 2013 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. | 10-Q | 10.1 | 001-33808 | November 6, 2013 | |||
10.24 | Amendment dated September 23, 2013 to the Agency Agreement dated as of September 26, 2006 among Symetra Life Insurance Company and Chase Insurance Agency, Inc. †† | 10-Q | 10.2 | 001-33808 | November 6, 2013 | |||
10.25 | Employment Agreement between Mr. Marra and Symetra Financial Corporation, dated June 7, 2010 ** | 8-K | 10.1 | 001-33808 | June 11, 2010 | |||
10.26 | Annual Incentive Bonus Plan ** | 10-Q | 10.14 | 001-33808 | May 14, 2010 | |||
10.27 | Amendment to the Symetra Financial Corporation Annual Incentive Bonus Plan ** | 8-K | 10.3 | 001-33808 | March 8, 2013 | |||
10.28 | Amended and Restated Annual Incentive Bonus Plan dated March 5, 2014 and effective May 9, 2014** | DEF14A | Appendix A | 001-33808 | March 27, 2014 | |||
10.29 | Amended and Restated Equity Plan dated March 5, 2014 and effective May 9, 2014** | DEF14A | Appendix B | 001-33808 | March 27, 2014 | |||
10.30 | Symetra Financial Corporation Employee Stock Purchase Plan (amended and restated on May 11, 2010) ** | 10-Q | 10.23 | 001-33808 | May 14, 2010 | |||
10.31 | Form of 2012-2014 Restricted Stock Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 10-K | 10.31 | 001-33808 | February 26, 2015 | |||
10.32 | Amendment to 2011-2013 and 2012-2014 Restricted Stock Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 10-Q | 10.7 | 001-33808 | May 3, 2013 | |||
10.33 | Form of 2013-2015 Restricted Stock Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 10-Q | 10.6 | 001-33808 | May 3, 2013 | |||
10.34 | Form of 2014-2016 Restricted Stock Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 8-K/A | 10.2 | 001-33808 | May 20, 2014 | |||
10.35 | Form of Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan 2011-2013 Grant ** | 10-Q | 10.1 | 001-33808 | May 12, 2011 | |||
10.36 | Form of Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan 2012-2014 Grant ** | 10-Q | 10.1 | 001-33808 | May 7, 2012 | |||
10.37 | Amendment to 2011-2013 and 2012-2014 Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 10-Q | 10.8 | 001-33808 | May 3, 2013 | |||
10.38 | Form of Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan 2013-2015 Grant ** | 10-Q | 10.4 | 001-33808 | May 3, 2013 | |||
10.39 | Form of Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan 2014-2016 Grant ** | 8-K/A | 10.1 | 001-33808 | May 20, 2014 | |||
10.40 | Form of Stock Option Award Agreement ** | 10-Q | 10.1 | 001-33808 | November 10, 2010 | |||
10.41 | Amendment to Form of Stock Option Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan ** | 10-Q | 10.5 | 001-33808 | May 3, 2013 | |||
10.42 | Form of Director and Officer Indemnification Agreement ** | S-1/A | 10.20 | 333-162344 | December 29, 2009 | |||
10.43 | Restricted Stock Agreement between Thomas M. Marra and Symetra Financial Corporation, dated February 18, 2011 ** | 8-K | 10.1 | 001-33808 | February 23, 2011 | |||
10.44 | Performance Unit Award Agreement between Thomas M. Marra and Symetra Financial Corporation, dated February 18, 2011 ** | 8-K | 10.2 | 001-33808 | February 23, 2011 | |||
10.45 | Employment Agreement between Mr. Guilbert and Symetra Financial Corporation, dated August 30, 2010 ** | 10-K | 10.46 | 001-33808 | February 26, 2013 | |||
10.46 | Symetra Financial Corporation Executive Severance Pay Plan ** | 8-K | 10.1 | 001-33808 | March 8, 2013 | |||
10.47 | Symetra Financial Corporation Senior Executive Change in Control Plan ** | 8-K | 10.2 | 001-33808 | March 8, 2013 | |||
10.48 | Separation Agreement and General Release between Mr. McKinnon and the Company’s wholly owned subsidiary, Symetra Life Insurance Company ** | 8-K/A | 10.1 | 001-33808 | June 17, 2014 | |||
12.1 | Computation of Ratio of Earnings to Fixed Charges | 10-K | 12.1 | 001-33808 | February 26, 2015 | |||
14.1 | Code of Business Conduct | 10-K | 14.1 | 001-33808 | March 9, 2010 | |||
21.1 | Subsidiaries of Symetra Financial Corporation | S-1/A | 21.1 | 333-162344 | January 6, 2010 | |||
23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | 10-K | 23.1 | 001-33808 | February 26, 2015 | |||
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | 10-K | 31.1 | 001-33808 | February 26, 2015 | |||
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | 10-K | 31.2 | 001-33808 | February 26, 2015 | |||
31.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | X | ||||||
31.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | X | ||||||
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 32.1 | 001-33808 | February 26, 2015 | |||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 32.2 | 001-33808 | February 26, 2015 | |||
101 | The following materials from Symetra Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. | 10-K | 101 | 001-33808 | February 26, 2015 | |||
________________ | ||||||||
†† | Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment. |
** | Management contract and compensatory plans and arrangements required to be filed as exhibits under Item 15(b) of this report. |