CRAWFORD & COMPANY
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the fiscal year ended December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the transition period from to
Commission file number 1-10356.
CRAWFORD & COMPANY
(Exact name of Registrant as specified in its charter)
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| Georgia
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58-0506554 |
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| (State or other jurisdiction of incorporation
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(I.R.S. Employer Identification Number) |
| or organization) |
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| 5620 Glenridge Dr., N.E., Atlanta, Georgia
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30342 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (404) 256-0830
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class
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Name of each exchange on which registered |
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| Class A Common Stock — $1.00 Par Value
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New York Stock Exchange |
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| Class B Common Stock — $1.00 Par Value
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer o, Accelerated filer þ , Non-accelerated filer o.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of the voting and non-voting stock held by non-affiliates* of the
Registrant was $167,961,678 as of June 30, 2006, based upon the closing price as reported on
NYSE on such date.
The number of shares outstanding of each of the Registrant’s classes of common stock, as of March 9, 2007, was:
Class A Common Stock — $1.00 Par Value — 25,756,739 Shares
Class B Common Stock — $1.00 Par Value — 24,697,172 Shares
Documents incorporated by reference: Portions of the annual shareholders’ report for the year
ended December 31, 2006 are incorporated by reference into Parts II and IV. Portions of the Proxy
Statement for the annual shareholders’ meeting to be held May 3, 2007 are incorporated by reference
in Part III.
CRAWFORD & COMPANY
FORM 10-K
For The Year Ended December 31, 2006
Table of Contents
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PART I
ITEM 1. BUSINESS
Crawford & Company (the “Registrant”), founded in 1941, is the world’s largest (based on annual
revenues) independent provider of claims management solutions to insurance companies and
self-insured entities, with a global network of more than 700 locations, in 63 countries. Major
service lines include property and casualty claims management, integrated claims and medical
management for workers’ compensation, legal settlement administration, including class action and
warranty inspection, and risk management information services.
DESCRIPTION OF SERVICES
Effective with the 2006 fourth quarter, the Registrant realigned its business segments and now has
four operating segments. The realignment was precipitated by the Registrant’s acquisition during
the fourth quarter of Broadspire Management Services, Inc., which acquisition is discussed in the
Broadspire segment below. The Registrant’s four operating segments are comprised of: U.S.
Property & Casualty, which serves the U.S. property and casualty insurance company market;
International Operations, which serves the property and casualty insurance company markets outside
of the U.S.; Broadspire, which serves the U.S. self-insurance marketplace and includes the
Registrant’s former Crawford Integrated Services business line; and Legal Settlement
Administration, which serves the securities, bankruptcy, product warranties and inspections and
other legal settlements market. U. S. Property & Casualty and International Operations together
serve the global property and casualty insurance markets. Historical financial information
presented herein has been reclassified to conform to the current presentation of the Registrant’s
segments. The percentages of total revenues before reimbursements, derived from the Registrant’s
segments are shown in the following schedule:
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Years Ended December 31, |
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2006 |
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2004 |
U. S. Property & Casualty |
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25.6 |
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28.9 |
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31.5 |
% |
International Operations |
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37.1 |
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37.0 |
% |
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34.8 |
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Broadspire |
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21.4 |
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19.3 |
% |
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21.5 |
% |
Legal Settlement Administration |
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15.9 |
% |
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14.8 |
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12.2 |
% |
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100.0 |
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100.0 |
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100.0 |
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U.S. PROPERTY & CASUALTY OPERATIONS. The Registrant provides claims management services in the U.
S. mainly to insurance companies, which customarily manage their own claims administration
function, but require various services which the Registrant provides, primarily with respect to the
field investigation and evaluation of property and casualty insurance claims.
The major elements of U.S. claims management services (which include the various services required
by most property and casualty insurance company clients as well as the expanded services required
by self-insured clients) are:
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Initial Loss Reporting — the Registrant’s
XPressLinkSM service provides 24-hour receipt,
acknowledgment, and distribution of claims information through Electronic Data
Interchange, customized reporting and referral programs, call center reporting,
and facsimile receipt and distribution. |
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Investigation — the development of information necessary to determine
the cause and origin of loss. |
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Evaluation — the determination of the extent and value of damage
incurred and the coverage, liability, and compensability relating to the parties
involved. |
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Disposition — the resolution of the claim, whether by negotiation and
settlement, by denial, or by other means as to a claimant or an insured. |
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Subrogation — the negotiation with, and recovering funds from, third
parties or insurers responsible for the loss. |
In addition to providing the major elements of claims management service listed above, the
Registrant also contracts with a network of contractors as Crawford Contractor
ConnectionSM to provide property damage repair services at agreed contract
rates for property damage losses. The Registrant markets Crawford Contractor Connection to
property and casualty insurance companies to facilitate faster, more economical resolution of
smaller property damage claims under homeowner policies.
BROADSPIRE. On October 31, 2006, the Registrant finalized its acquisition of Broadspire Management
Services, Inc., a leading third-party administrator offering a comprehensive integrated platform of
workers’ compensation and liability claims management and medical management services. Following
the acquisition, the Registrant’s existing Crawford Integrated Services business line was
re-branded as Broadspire.
Through this business line, the Registrant services clients in the self-insured or commercially
insured market through alternative loss funding methods, and provides them with a complete range of
services. In addition to the field investigation and evaluation of their claims, the Registrant may
also provide initial loss reporting services for their claimants, loss mitigation services such as
medical case management and vocational rehabilitation, administration of trust funds established to
pay claims and risk management information services.
Expanded services provided primarily, but not exclusively, to the Registrant’s self-insured clients
include:
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Information Services — through the Registrant’s information systems,
reports are provided of detailed claims information of both a statistical and
financial nature to self-insured entities and insurance companies. |
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Management — the coordination and supervision of all parties involved in
the claims settlement process, including the adjusting personnel
directly involved |
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in handling the claim. Typically, this management function is
performed by an independent administrative unit within the Registrant which is
not involved in the initial investigation of a claim. |
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Auditing Services – the Registrant’s medical and hospital bill audit
programs assist clients in controlling medical costs associated with workers’
compensation and liability claims by comparing fees charged by health care
providers and hospitals with maximum fee schedules prescribed by statutory
regulations as well as usual and customary charges in non-fee-schedule states. |
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Managed Care Services — provides a broad range of cost containment and
utilization review services to insurance companies, service organizations and
self-insured corporations. These services, which are designed both to control
the cost and to enhance the efficient delivery of medical benefits, include
early medical intervention, triage, assessment, case management, PPO channeling,
and medical bill review. |
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Vocational Services — provides vocational evaluation in order to assess
an injured employee’s potential to return to work. These services involve
diagnostic testing and occupational, personal and motivational counseling of the
employee. Vocational, medical and employment consultants assist in the
re-employment and preparation of injured individuals to return to work. |
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Medical Case Management Services — are typically provided by
rehabilitation nurses who work closely with attending physicians and other
medical personnel in order to expedite the injured person’s physical recovery
and rehabilitation and maximize the opportunity for the person to return to
work. These services also involve coordinating and monitoring treatment plans
and related costs to ensure that such treatment is appropriate and necessary in
the circumstances. |
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Long-Term Care — offers a full menu of long-term care services including
comprehensive on-site assessments, complete care coordination, and on-going care
monitoring. These services are provided through experienced health care
professionals with an insight into local quality care needs and are offered
primarily to senior citizens and their children, attorneys, and trust officers. |
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Risk Sciences Group, Inc. (“RSG”), a wholly owned subsidiary of the
Registrant, is a software applications and consulting firm. RSG provides
customized computer-based information systems and analytical forecasting
services to the risk management and insurance industry. It manages the
Registrant’s basic information systems, including SISDATSM ,
and has developed the SIGMA ENCORESM system, an on-line risk
management information system which supports multiple sources of claims,
locations, risk control, medical, litigation, exposure, and insurance policy
information. RSG serves a variety of clients with specialized computer programs
for long-term risk management planning, data and systems integration,
development of historical claims/loss databases, claims administration and
management, regulatory reporting, insurance and risk management cost control,
and actuarial |
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and financial analysis required for loss forecasting, reserve
estimation and financial reporting. |
The claims administration services described above for both U.S. Property & Casualty and Broadspire
business lines are provided to clients for a variety of different referral assignments which
generally are classified as to the underlying insured risk categories, or major types of loss, used
by insurance companies. The major risk categories are described below:
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Automobile — relates to all types of losses involving use of an
automobile. Such losses include bodily injury, physical damage, medical
payments, collision, fire, theft, and comprehensive liability. |
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Property — relates to losses caused by physical damage to commercial or
residential real property and certain types of personal property. Such losses
include those arising from fire, windstorm, or hail damage to commercial and
residential property, burglary, robbery or theft of personal property, and
damage to property under inland marine coverage. |
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Workers’ Compensation — relates to claims arising under state and
federal workers’ compensation laws. |
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Public Liability — relates to a wide range of non-automobile liability
claims such as product liability; owners, landlords and tenants liabilities; and
comprehensive general liability. |
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Catastrophe — covers all types of natural disasters, such as hurricanes,
earthquakes and floods, and man-made disasters such as oil spills, chemical
releases, and explosions, where the Registrant provides specially trained
catastrophe teams to handle claims, as well as to manage the recovery efforts. |
INTERNATIONAL OPERATIONS. Substantially all of the Registrant’s international revenues are derived
from the insurance company market where it provides field investigation and evaluation of property
and casualty insurance claims. The major elements of international claims management services are
substantially the same as those provided to the U. S. property and casualty insurance company
clients. The major services offered by the Registrant through its international operations are
provided to clients for a variety of different referral assignments which are generally classified
as to the underlying risk categories, or major types of loss, used by insurance companies. The
major risk categories are described below:
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Property and Casualty — provides loss adjusting services for property,
general liability, professional indemnity for directors and officers, product
liability and medical malpractice. |
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Oil, Energy & Engineering — provides loss adjusting for oil, gas,
petrochemicals, other energy risks, utilities and mining industries, as well as
marine and off-shore risks. |
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Environmental Pollution — provides cost-containment and claims
management services with respect to environmental related losses. |
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Construction — provides loss adjusting services under contractors’ all
risk, engineering all risk, and contractors’ liability coverages. Additionally,
evaluates machinery breakdown claims and provides peripheral services including
plant valuation and loss prevention surveys. |
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Catastrophe — organizes major loss teams to provide claims management
and cost containment services through proprietary information systems. |
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Class action services — handles the administrative functions related to
product liability and other class action settlements, including qualifying class
members, determining and dispersing payments, and administering the settlement
funds. |
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Marine — provides loss adjusting services for freight carriers’
liability, loss investigations, recoveries, salvage disposal, yacht and small
craft, cargo, container, discharge, draft, general average, load, trailer and
on/off live surveys, ship repairer liability and port stevedore liability. |
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Specie and Fine Art — provides loss adjusting services under fine art
dealers’ block and jewelry and furriers’ block policies. |
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Entertainment Industry — provides a broad range of loss adjusting
services for television, commercial and educational film production, and theater
and live events. |
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Aviation — manages salvage removal and sale, and provides loss adjusting
services for hull related risks, as well as cargo and legal liability, hangar
and airport owners’/operators’ liability policies. |
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Banking, Financial and Political Risks — performs loss adjusting
functions under bankers’ blanket bond, political risk, and financial contingency
policies. |
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Livestock — performs loss adjusting on bloodstock, and
liability/equestrian activity. |
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Security Consultancy — performs loss prevention and bank surveys and
adjusts cash-in-transit losses. |
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Reinsurance — provides external audits, portfolio analyses, and
management and marketing research. Additionally provides underwriting review,
cash control and management of discontinued operations. |
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Medical and Vocational Case Management Services — provides specialized
return to work and expert testimony services in the employer liability and auto
liability markets. |
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Revenues and expenses outside of the U.S., Canada and the Caribbean are reported on a two-month
delayed basis and, accordingly, the Registrant’s December 31, 2006, 2005, and 2004 consolidated
financial statements reflect the financial position of entities outside of the U.S., Canada and the
Caribbean as of October 31, 2006, 2005, and 2004, respectively, and the results of those entities’
operations and cash flows for the 12-month periods ended October 31, 2006, 2005, and 2004,
respectively.
LEGAL SETTLEMENT ADMINISTRATION. The Registrant also performs legal settlement administration
related to settlements of securities cases, product liability cases, bankruptcy noticing and
distribution, and other legal settlements, by identifying and qualifying class members, determining
and dispensing settlement payments, and administering the settlement funds. Such services are
generally referred to by the Registrant as class action services.
The major elements of class action services are as follows:
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Administration – provided by The Garden City Group, Inc. (“GCG”), a
wholly owned subsidiary of the Registrant. GCG handles the administrative
functions related to securities, product liability, bankruptcy noticing and
distribution, and other legal settlements, including qualifying class members,
determining and dispensing payments, and administering the settlement funds.
With the field operations of the Registrant, GCG and the Registrant offer
comprehensive programs to integrate the field inspection and administrative
functions in a single source for product liability class action settlements. |
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Inspection – the determination of the extent and value of damage
incurred, liability, and compensability primarily related to product liability
class action settlements. |
Information appearing in Note 6, “Segment and Geographic Information,” to the Registrant’s
consolidated financial statements of the Annual Report to Shareholders for the year ended
December 31, 2006 is incorporated herein by reference.
ADDITIONAL RISK MANAGEMENT AND OTHER SERVICES. The Registrant provides the following additional
risk management and other related services, which support and supplement the claims and risk
management services offered:
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Education Services are provided by Crawford University, an internal
program that provides education for professionals engaged in service delivery
for all lines of business to assure consistent quality in the Registrant’s work
products. In addition, the University provides continuing education in support
of career paths, management and supervisory training, and the opportunity to
obtain professional certification through IIA/CPCU. Clients have the
opportunity to attend Crawford University education programs and access the
Crawford University continuing education curriculum in a variety of risk
management subjects. |
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XPressLinkSM , the Registrant’s customer service
call center, provides 24-hour receipt, acknowledgment, and distribution of
claims information through Electronic Data Interchange, customized reporting and
referral programs, call center reporting, and facsimile receipt and distribution |
SERVICE DELIVERY — The Registrant’s claims management services are offered primarily through its
more than 400 locations throughout the U. S. and approximately 300 locations in 62 countries
throughout the rest of the world.
COMPETITION, EMPLOYMENT AND OTHER FACTORS
The claims
services markets, both in the U. S. and internationally, are highly
competitive and are comprised of a large number of companies of varying size and scope of services. These include large
insurance companies and insurance brokerage firms which, in addition to their primary services of
insurance underwriting or insurance brokerage, also provide services such as claims administration,
healthcare and disability management, and risk management information systems, which compete with
services offered by the Registrant. Many of these companies are larger than the Registrant in
terms of annual revenues and total assets; however, based on
experience in the market, the Registrant believes
that few, if any, of such organizations derive revenues from independent claims administration
activities which equal the Registrant’s.
In addition to large insurance companies and insurance brokerage firms, the Registrant competes
with a great number of smaller local and regional claims management services firms located
throughout the U. S. and internationally. Many of these smaller firms have rate structures that
are lower than the Registrant’s, but do not offer the broad spectrum of claims management services
the Registrant provides and, although such firms may secure business which has a local or regional
source, the Registrant believes its quality product offering, broader scope of services, and its
large number of geographically dispersed offices provide the Registrant with a competitive
advantage in securing business from U. S. and international clients. There are also national
independent companies that provide a similar broad spectrum of claims management services and who
directly compete with the Registrant.
At December 31, 2006, the total number of full-time equivalent employees was 9,280 compared with
7,525 at December 31, 2005. The acquisition of Broadspire added 1,666 full-time equivalent
employees at December 31, 2006. In addition, the Registrant has available a significant number of
on-call employees, as and when the demand for services requires. The Registrant, through Crawford
University, provides many of its employees with formal classroom training in basic and advanced
skills relating to claims administration and healthcare management services. Such training is
generally provided at the Registrant’s education facility in Atlanta, Georgia, although much of the
material is also available through correspondence courses and the Internet. In many cases,
employees are required to complete these or other professional courses in order to qualify for
promotion from their existing positions.
In addition to technical training through Crawford University, the Registrant also provides ongoing
professional education for certain of its management personnel on general management, marketing,
and sales topics. These programs involve both in-house and external resources.
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Available Information
The Registrant’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to reports filed pursuant to Section 13(a) and 15(d) of the Securities
Exchange Act of 1934, as amended, are available as soon as reasonably practicable after these
reports are electronically filed or furnished to the Securities and Exchange Commission on our
website at www.crawfordandcompany.com via a link to a third party website with SEC filings. These
reports are made available at no cost. Also, copies of the Company’s annual report will be made
available, free of charge, upon written request to Corporate Secretary, Legal Department, Crawford
& Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia 30342.
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below and other information contained in this
report on Form 10-K when considering an investment decision with respect to our securities.
Additional risks and uncertainties not presently known to us, or that we currently deem immaterial,
may also impair our business operations. Any of the events discussed in the risk factors below may
occur. If they do, our business, results of operations or financial condition could be materially
adversely affected. In such an instance, the trading prices of our securities could decline, and
you might lose all or part of your investment.
We have experienced declines in the volume of cases referred to us for many of our service lines
associated with the property and casualty insurance industry.
We are unable to predict the future of this trend due to the following factors:
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changes in the degree to which property and casualty insurance carriers outsource their
claims handling functions; |
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changes in the overall employment levels and associated workplace injury rates in the
U.S; |
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the growth of alternative risk programs and the use of independent third party
administrators such as us, as opposed to administrators affiliated with brokers or
insurance carriers; |
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occurrences of weather-related, natural, and man-made disasters; |
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major insurance carriers, underwriters, and brokers could elect to expand their
activities as third party administrators and adjusters, which would directly compete with
our business; |
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the renewal of existing major contracts with clients and our ability to obtain such
renewals and new contracts on satisfactory financial terms, including the creditworthiness
of clients. |
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Legal Settlement Administration service revenues are project-based and can fluctuate significantly.
Our Legal Settlement Administration service revenues are project-based and can fluctuate
significantly from period to period. Growth in these revenues is in part dependent on the
continued growth in product liability and securities class action settlements. Legislation
or a change in market conditions could curtail or limit growth of this part of our business.
Tort reforms in the U.S., both at the national and state levels, could limit the number and
size of future class action settlements.
We may not be able to identify new revenue sources not directly tied to the insurance underwriting
cycle.
The
insurance industry may go through a hard market cycle in the future. Indicators of a
hard insurance underwriting cycle include higher premiums, lower liability limits, excluded
coverages, reservation of rights letters and unpaid claims. During a hard insurance
underwriting market, insurance companies become very selective in the risks they underwrite
and insurance premiums and policy deductibles increase. This results in a reduction in
industry-wide claims volumes, which reduces claim referrals to us unless we can offset the
decline in claim referrals with growth in our market share. In softer insurance markets,
where insurance premium and deductible levels are generally in decline, as is currently
being experienced, industry-wide claim volumes generally increase, which should increase
claim referrals to us provided property and casualty insurance carriers do not reduce the
number of claims they outsource to independent firms such as ours.
We are subject to this insurance underwriting market risk and try to mitigate this risk
through the development and marketing of services which are not affected by the insurance
underwriting cycle, such as those related to class action services.
We may not be able to develop or acquire information technology resources to support and grow our
business.
We have made substantial investments in software and related technologies that are critical
to the core operations of our business. These information technology resources will require
future maintenance and enhancements, potentially at substantial costs. Additionally, these
information technology resources may become obsolete in the future and require replacement,
potentially at substantial costs. We may not be able to develop or acquire replacement
resources or to identify and acquire new technology resources to support and grow our
business.
We may not be able to recruit, train, and retain qualified personnel, including retaining a
sufficient number of on-call claims adjusters to respond to catastrophic events that may,
singularly or in combination, significantly increase our clients’ needs for adjusters.
Our catastrophe revenues can fluctuate dramatically based on natural and man-made disasters.
When such events happen, our clients usually require a sudden and substantial increase in
the need for catastrophe adjusting services, which can place strains on the
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capacity of our
catastrophe adjusters. Our internal resources are sometimes not sufficient to meet these
sudden and substantial increases in demand. When these situations occur, we must retain
outside adjusters (contractors and temporary employees) to increase our capacity. Insurance
companies and other loss adjusting firms also aggressively compete for these independent
adjusters, who often command high prices for their services at such times of peak demand.
We are party to lawsuits that could adversely impact our business.
In the normal course of the claims administration services business, we are named as a
defendant in suits by insureds or claimants contesting decisions by us or our clients with
respect to the settlement of claims. Additionally, our clients have brought actions for
indemnification on the basis of alleged negligence on our part or on the part of our agents
or our employees in rendering service to clients. We currently are party to other
litigation. There can be no assurance that additional lawsuits will not be filed against us.
There also can be no assurance that these lawsuits will not have a disruptive effect upon
the operations of our business, that the defense of the lawsuits will not consume the time
and attention of our senior management or that the resolution of this litigation will not
have a material adverse effect on our business, financial condition and results of
operations.
Our
U.S. and United Kingdom (“U.K.”) defined benefit pension plans are significantly under funded. Future funding
requirements, including those imposed by recent and potential regulatory changes, could restrict
cash available for our operating, financing and investing requirements.
At the end of the most recent measurement periods for our defined benefit pension plan, our
projected benefit obligations were underfuned by $93,708,000. The Pension Protection Act of
2006 (“the Act”) may require us to make substantial contributions to our frozen U.S. defined
benefit pension plan over the next seven years in order for us to
meet the “Funding Target
Liability” as defined in the Act. In addition, regulatory requirements in the U.K. may require us
to make additional contributions to our underfunded U.K. defined benefit pension plans.
Required contributions to our underfunded defined benefit pension plans may restrict available
cash for our operating, financing, and investing needs.
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In 2006, we made a major business acquisition by acquiring one of our competitors. We financed
this acquisition by using variable-rate debt.
In connection with our October 31, 2006 acquisition of Broadspire Management Services, Inc.,
we refinanced our existing fixed-rate long-term debt with variable-rate long-term debt and
increased our outstanding borrowings by approximately $152 million under a new credit
agreement in order to acquire Broadspire Management Services, Inc. As a result, we have
incurred substantial additional debt that incurs interest charges based on variable interest
rates. These variable interest rates may increase or decrease based on market conditions or
they may increase if we do not meet certain levels of compliance with the related debt
covenants.
We are in the process of integrating the acquired operations of Broadspire Management
Services, Inc. into the existing operations of our Broadspire operating segment. This
integration is accompanied by restructuring activities including restructuring activities
within our existing Broadspire operations, where we have experienced negative operating
margins in recent years. There is no guarantee that we will successfully and profitably
integrate the acquired Broadspire Management Services, Inc. into our existing Broadspire
operations. If we do not realize planned operating synergies within the new combined
Broadspire operations, earnings (or losses) and operating cash flows may not cover the
interest charges and interest payments on the additional borrowings we incurred to fund our
acquisition within this segment. Additionally, if we do not achieve these planned operating
synergies, it may be difficult for us to meet our debt covenants in the future or resume the
payments of cash dividends to our shareholders.
We have debt covenants that require us to maintain a maximum leverage ratio, a minimum fixed charge
coverage ratio, and a minimum consolidated net worth. We may not be able to maintain compliance
with these debt covenant requirements. These debt covenant requirements also have requirements on
our ability to pay dividends to our shareholders.
13
On October 31, 2006, we entered into a Credit Agreement by and among us, Crawford & Company
International, Inc., the lenders party thereto and SunTrust Bank, as Issuing Bank and
Administrative Agent for the Lenders, which we refer to herein as the “Credit Agreement.”
The Credit Agreement contains customary representations, warranties and covenants, including
covenants limiting liens, indebtedness, guaranties, mergers and consolidations, substantial
asset sales, investments and loans, sale and leasebacks, restrictions on dividends and
distributions, and other fundamental changes. In addition, the Credit Agreement contains
covenants to the effect that we will maintain a maximum leverage ratio, a minimum fixed
charge coverage ratio and a minimum consolidated net worth. We were in compliance with
these debt covenants as of December 31, 2006. If we do not meet the covenant requirements
in the future, we would be in default under these agreements. In such an event, we would
need to obtain a waiver of the default or repay the outstanding indebtedness under the
agreements. If we could not obtain a waiver on satisfactory terms, we could be required to
renegotiate this indebtedness. Any such renegotiations could result in less favorable
terms, including higher interest rates and accelerated payments. Based upon our projected
operating results for 2007, we expect to remain in compliance with these debt covenants.
However, there can be no assurance that our actual financial results will match our planned
results or that we will not violate the covenants.
We may be obligated to make earnout payments related to our acquisitions.
We normally structure business acquisitions to include earnout payments, which are
contingent upon the acquired entity reaching certain revenue and operating earnings targets.
The amount of the contingent payments and length of the earnout period varies for each
acquisition, and the ultimate payments when made will vary, as they are dependent on future
events. Based on 2006 levels of revenues and operating earnings, additional payments under
existing earnout agreements approximate $6.5 million through 2010, as follows: 2007 — $0;
2008 — $767,000; 2009 — $5.0 million; and 2010 — $777,000.
The risks included above are not exhaustive. Moreover, we operate in a very competitive and
rapidly changing environment. New risk factors emerge from time to time, and it is not possible
for management to predict all such risk factors, nor can we assess the impact of known risk factors
on our business or the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statement.
Special Note Regarding Forward-Looking Statements
This
Annual Report on Form 10-K contains and incorporates by reference forward-looking statements
within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (the “1995
Act”).
Statements contained in this report that are not historical in nature are forward-looking
statements made pursuant to the “safe harbor” provisions of the 1995 Act. These statements are
included throughout this report, and in the documents incorporated by reference in this report, and
relate
14
to, among other things, projections of revenues, earnings, earnings per share, cash flows,
capital expenditures, working capital or other financial items, output, expectations, or trends in
revenues or expenses. These statements also relate to our business strategy, goals and expectations
concerning our market position, future operations, margins, case volumes, profitability,
contingencies, debt covenants, liquidity, and capital resources. The words “anticipate”, “believe”,
“could”, “would”, “should”, “estimate”, “expect”, “intend”, “may”, “plan”, “goal”, “strategy”,
“predict”, “project”, “will” and similar terms and phrases identify forward-looking statements in
this report and in the documents incorporated by reference in this report.
Additional written and oral forward-looking statements may be made by us from time to time in
information provided to the Securities and Exchange Commission, press releases, our website, or
otherwise.
Although we believe the assumptions upon which these forward-looking statements are based are
reasonable, any of these assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect. Our operations and the forward-looking
statements related to our operations involve risks and uncertainties, many of which are outside our
control, and any one of which, or a combination of which, could materially affect our results of
operations and whether the forward-looking statements ultimately prove to be correct. Included
among, but not limited to, the risks and uncertainties we face are declines in the volume of cases
referred to us for many of our service lines associated with the property and casualty insurance
industry, global economic conditions, interest rates, foreign currency exchange rates, regulations
and practices of various governmental authorities, the competitive environment, the financial
conditions of our clients, the performance of sublessors under certain subleases related to our
leased properties, regulatory changes related to funding of defined benefit pension plans, the fact
that our U.S. and U.K. defined benefit pension plans are
significantly underfunded, changes in the degree to which property and casualty insurance carriers
outsource their claims handling functions, changes in overall employment levels and associated
workplace injury rates in the U. S., the ability to identify new revenue sources not tied to the
insurance underwriting cycle, the ability to develop or acquire information technology resources to
support and grow our business, the ability to attract and retain qualified personnel, renewal of
existing major contracts with clients on satisfactory financial terms, general risks associated
with doing business outside the U.S., our ability to comply with debt covenants, possible
legislation or changes in market conditions that may curtail or limit growth in product liability
and securities class actions, man-made disasters and natural disasters, and our integration of
Broadspire Management Services, Inc.. Therefore you should not place undue reliance
on any forward-looking statements.
Actual results and trends in the future may differ materially from those suggested or implied by
the forward-looking statements. Forward-looking statements speak only as of the date they are made
and we undertake no obligation to publicly update any of these forward-looking statements in light
of new information or future events. All future written and oral forward-looking statements
attributable to the Company or persons acting on behalf of the Company are expressly qualified in
their entirety by the cautionary statements made herein.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
15
ITEM 2. PROPERTIES
As of December 31, 2006, the Registrant owns a building in Tucker, Georgia where part of its
information technology facility is located. It also owns an office located in Kitchener, Ontario
and an additional office location in Stockport, England. As of December 31, 2006, the Registrant
leased approximately 526 office locations under leases with remaining terms ranging from a few
months to ten years. The remainder of its office locations are occupied under various short-term
rental arrangements.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of the claims administration services business, the Registrant is named as a
defendant in suits by insureds or claimants contesting decisions by the Registrant or its clients
with respect to the settlement of claims. Additionally, clients of the Registrant have brought
actions for indemnification on the basis of alleged negligence on the part of the Registrant, its
agents or its employees in rendering service to clients. The majority of these claims are of the
type covered by insurance maintained by the Registrant; however, the Registrant is self-insured for
the deductibles under its various insurance coverages. In the opinion of the Registrant, adequate
reserves have been provided for such self-insured risks.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders for a vote during the fourth quarter of 2006.
PART II
|
|
|
| ITEM 5. |
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES |
The information required by this item is included in the following sections of the Registrant’s
Annual Report to Shareholders for the year ended December 31, 2006:
1) “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” under the caption
“Future Dividend Payments,” and 2) Quarterly Financial Date (unaudited), Dividend Information
and Common Stock Quotations” and is incorporated herein by reference.
During the fourth quarter of 2006 and the year ended December 31, 2006, the Registrant did not
repurchase any of its equity securities registered under Section 12 of the Exchange Act.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is included in the Registrant’s Annual Report to Shareholders
for the year ended December 31, 2006, under the caption “Selected Financial Data” and is
incorporated herein by reference.
|
|
|
| ITEM 7. |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The information required by this Item is included in the Registrant’s Annual Report to
16
Shareholders
for the year ended December 31, 2006, under the caption “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is included in the Registrant’s Annual Report to Shareholders
for the year ended December 31, 2006, under the caption “Market Risk” and is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in the Registrant’s Annual Report to Shareholders
for the year ended December 31, 2006, under the captions “Consolidated Statements of Income”,
“Consolidated Balance Sheets”, “Consolidated Statements of Shareholders’ Investment and
Comprehensive Income (Loss)”, “Consolidated Statements of Cash Flows”, “Notes to Consolidated
Financial Statements”, “Quarterly Financial Data (unaudited), Dividend Information and Common Stock
Quotations”, and “Report of Independent Registered Public Accounting Firm”, and is incorporated
herein by reference.
|
|
|
| ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Registrant’s management, with the participation of the Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Registrant’s disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,
as of December 31, 2006. Based on that evaluation, the Registrant’s Chief Executive Officer and
Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures were
effective as of December 31, 2006.
(b) Management’s Report on Internal Control over Financial Reporting
The report of management of the Registrant regarding internal control over financial reporting
is included in the Registrant’s Annual Report to Shareholders for the year ended December 31,
2006 and is incorporated herein by reference.
(c) Attestation Report of Independent Registered Public Accounting Firm
The attestation report of the Registrant’s independent registered public accounting firm
regarding internal control over financial reporting is included in the Registrant’s Annual
17
Report to Shareholders for the year ended December 31, 2006, and is incorporated herein by
reference.
(d) Changes in Internal Control over Financial Reporting
There were no changes in the Registrant’s internal control over financial reporting during the
fourth quarter of 2006 that have materially affected, or are reasonably likely to materially
affect, the Registrant’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Certain information required by this Item is included under the captions “Nominee Information”,
“Section 16(a) Beneficial Ownership Reporting Compliance” and “Standing Committees and Attendance
at Board and Committee Meetings” of the Registrant’s Proxy Statement for the Annual Meeting of
Shareholders to be held May 3, 2007, and is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the names, positions held, and ages of each of the executive officers of the
Registrant:
| |
|
|
|
|
|
|
| Name |
|
Office |
|
Age |
T. W. Crawford
|
|
President and Chief Executive Officer
|
|
|
63 |
|
J. T. Bowman
|
|
Executive Vice President — Chief Operating Officer -
Global Property & Casualty
|
|
|
53 |
|
W. B. Swain
|
|
Executive Vice President — Chief Financial Officer
|
|
|
43 |
|
A. W. Nelson
|
|
Executive Vice President —
General Counsel & Corporate Secretary
|
|
|
42 |
|
K. B. Frawley
|
|
Executive Vice President — Financial Administrative
Services
|
|
|
55 |
|
P. R. Austin
|
|
Senior Vice President — Human Resources
|
|
|
47 |
|
R. J. Cormican
|
|
Senior Vice President — Compliance, Quality and Training
|
|
|
59 |
|
P. G. Porter
|
|
Senior Vice President — Claims Management Services
|
|
|
56 |
|
N. L. Coussoule
|
|
Senior Vice President — Chief Information Officer
|
|
|
44 |
|
D. A. Isaac
|
|
Chief Executive Officer, The Garden City Group, Inc.
|
|
|
42 |
|
D. J. Replogle
|
|
President and Chief Executive Officer, Broadspire
Services, Inc.
|
|
|
59 |
|
18
Mr. Crawford was appointed President and Chief Executive Officer of the Registrant on September 1,
2004. Prior to joining the Registrant from June 1998 until his retirement in January 2003 he was
President of the Retail Distribution division of Prudential Financial, Inc., and from May 2004
until September 2004 he was Chairman of The Bodie Group, Inc., a business consulting firm.
Mr. Bowman was appointed to his present position with the Registrant January 1, 2006. From April
1, 2001 to December 31, 2005 he was President of Crawford & Company International, Inc. managing
the Registrant’s international operations.
Mr. Swain was appointed to his present position with the Registrant October 6, 2007 and from May 2,
2007 acted as interim Chief Financial Officer. Prior to that and from January 1, 2000 he was
Senior Vice President and Controller of the Registrant.
Mr. Nelson was appointed to his present position with the Registrant on October 17, 2005. Prior to
that and from October 1997 he served in various positions with BellSouth Corporation, most recently
as Chief Compliance Counsel. In that capacity he was in charge of all legal compliance issues
facing BellSouth domestically and internationally.
Mr. Frawley was appointed to his present position with the Registrant on February 23, 2005. Prior
to joining the Registrant and since 1996 he was Chief Compliance Officer – Insurance Division for
Prudential Financial, Inc.
Ms. Austin was appointed to her present position with the Registrant on April 24, 2006. Prior to
joining the Registrant and since October 1998 she was Vice President-Human Resources of D. S.
Waters of America LP, a bottled water distributor.
Mr. Cormican was appointed to his present position February 15, 2005. Prior to joining the
Registrant from August 2002 until February 2005 he was Senior Vice President and Chief Financial
Officer of Assurance America Corporation, an insurance holding company. Prior to August 2002 and
from 1997 he was Vice President – Agent Operations for Prudential Property and Casualty Company.
Mr. Porter was appointed to his current position January 19, 2005 and was interim Senior Vice
President — Claims Management from December 15, 2004. Prior to that and from May 1, 2001 he was
Senior Vice President in charge of business development for Claims Management Services.
Mr. Coussoule was appointed to his present position August 1, 2005 and from January 5, 2004 he was
Vice President — Chief Information Officer. Prior to that and from October 1, 2001, when he joined
the Registrant, he was an Assistant Vice President in Information Technology responsible for
applications portfolio, development, user support and database administration.
Mr. Isaac was appointed to his current position with The Garden City Group, Inc. (“GCG”), a wholly
owned subsidiary of the Registrant in October 2006. Prior to that and from February, 2000 he was
President of GCG.
Mr. Replogle was appointed to his current position on January 22, 2007. Prior to that and from
October 31, 2006, when the Registrant acquired Broadspire
Management Services, Inc., he was President of
19
Broadspire, reporting to Broadspire’s Chief Executive Officer. From December 2003 until October
31, 2006 he was President and Chief Executive Officer of Broadspire Services, Inc. Prior to that
and from 1995 he was President of Specialty Risk Services LLC the third party administrator
subsidiary of The Hartford Financial Services Group.
Officers of the Registrant are appointed annually by the Board of Directors of the Registrant.
The Registrant has adopted a Code of Business Conduct and Ethics for its CEO, CFO, principal
accounting officer and all other officers, directors and employees of the Registrant. The Code of
Business Conduct and Ethics, as well as the Registrant’s Corporate Governance Guidelines and
Committee Charters, are available at www.crawfordandcompany.com and any amendment or waiver of the
Code of Business Conduct and Ethics shall be posted within four business days on this website. The
Code of Business Conduct and Ethics may also be obtained without charge by writing to Corporate
Secretary, Legal Department, Crawford & Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia
30342.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included under the captions “Executive Compensation and
Other Information” of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be
held May 3, 2007, and is incorporated herein by reference.
|
|
|
| ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS |
The information required by this Item is included under the caption “Stock Ownership Information”
of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held May 3, 2007,
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is included under the caption “Information with Respect to
Certain Business Relationships and Related Transactions” of the Registrant’s Proxy Statement for
the Annual Meeting of Shareholders to be held May 3, 2007, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding principal accounting fees and services is included under the caption “Fees
Paid to Ernst & Young LLP” of the Registrant’s Proxy Statement for the Annual Meeting of
Shareholders to be held May 3, 2007, and is incorporated herein by reference.
20
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) |
|
The following documents are filed as part of this report: |
| |
1. |
|
Financial Statements |
| |
| |
|
|
The Registrant’s 2006 Annual Report to Shareholders contains the Consolidated
Balance Sheets as of December 31, 2006 and 2005, the related Consolidated Statements
of Income, Shareholders’ Investment and Comprehensive Income (Loss) and Cash Flows
for each of the three years in the period ended December 31, 2006, and the related
report of Ernst & Young LLP. These financial statements and the report of Ernst &
Young LLP are incorporated herein by reference and included in Exhibit 13.1 to this
Form 10-K. The financial statements, incorporated by reference, include the
following: |
| |
• |
|
Consolidated Balance Sheets as of December 31, 2006 and 2005 |
| |
| |
• |
|
Consolidated Statements of Income for the Years Ended December
31, 2006, 2005, and 2004 |
| |
| |
• |
|
Consolidated Statements of Shareholders’ Investment and
Comprehensive Income (Loss) for the Years Ended December 31, 2006, 2005, and
2004 |
| |
| |
• |
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006, 2005, and 2004 |
| |
| |
• |
|
Notes to Consolidated Financial Statements — December 31, 2006,
2005, and 2004 |
| |
2. |
|
Financial Statement Schedule |
| |
• |
|
Schedule II — Valuation and Qualifying Accounts – Information
required by this schedule is included under the caption “Accounts Receivable
and Allowance for Doubtful Accounts” in the Registrant’s Annual Report to
Shareholders for the year ended December 31, 2006, and is incorporated herein
by reference. |
| |
| |
|
|
Other schedules have been omitted because they are not applicable. |
| |
3. |
|
Exhibits filed with this report. |
| |
|
|
| Exhibit No. |
|
Document |
|
|
|
2.1
|
|
Stock Purchase Agreement dated as of August 18, 2006, by and between Platinum
Equity, LLC and Registrant (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the |
21
| |
|
|
| |
| Exhibit No. |
|
Document |
|
|
Securities and Exchange
Commission on August 21, 2006). |
|
|
|
2.2
|
|
Amendment No. 1, dated as of October 31, 2006 to Stock Purchase Agreement dated
as of August 18, 2006, by and between Registrant and Platinum Equity, LLC (incorporated
by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 2, 2006). |
|
|
|
3.1
|
|
Restated Articles of Incorporation of the Registrant, as amended April 23, 1991
(incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on
Form S-8 (Registration No. 333-125557) filed on June 6, 2005). |
|
|
|
3.2
|
|
Restated By-laws of the Registrant, as amended (incorporated by reference to
Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004). |
|
|
|
10.1 *
|
|
Crawford & Company 1997 Key Employee Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005). |
|
|
|
10.2 *
|
|
Crawford & Company 1997 Non-Employee Director Stock Option Plan (incorporated
by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2005). |
|
|
|
10.3 *
|
|
Amended and Restated Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004). |
|
|
|
10.4*
|
|
Amendment to Amended and Restated Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005). |
|
|
|
10.5 *
|
|
Crawford & Company 1996 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2005). |
|
|
|
10.6 *
|
|
Amended and Restated Crawford & Company Medical Reimbursement Plan
(incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005). |
|
|
|
10.7 *
|
|
Crawford & Company Discretionary Allowance Plan (incorporated by reference to
Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2005). |
|
|
|
10.8 *
|
|
Deferred Compensation Plan (As Amended and Restated as of January 1, 2003)
(incorporated by reference to Exhibit 10.2 to the Registrant’s |
22
| |
|
|
| |
| Exhibit No. |
|
Document |
|
|
Quarterly Report on Form
10-Q for the quarter ended September 30, 2003). |
|
|
|
10.9*
|
|
Crawford & Company 1996 Incentive Compensation Plan, as amended and restated
(incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005). |
|
|
|
10.10*
|
|
Crawford & Company Executive Stock Bonus Plan (incorporated by reference to Appendix
A of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on
April 26, 2005). |
|
|
|
10.11*
|
|
Change of Control and Severance Agreement between Thomas W. Crawford and the
Registrant (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on February 4, 2005). |
|
|
|
10.12*
|
|
Change of Control and Severance Agreement between Kevin B. Frawley and the Registrant
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2005). |
|
|
|
10.13*
|
|
Terms of Employment Agreement between Allen W. Nelson and the Registrant
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on November 28, 2005). |
|
|
|
10.14*
|
|
Terms of Employment Agreement, dated February 10, 2006, between Jeffrey T. Bowman and
the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on February 15,
2006). |
|
|
|
10.15*
|
|
Crawford & Company U.K. Sharesave Scheme (incorporated by reference to Appendix A of
the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on
May 2, 2006). |
|
|
|
10.16*
|
|
Terms of Employment Agreement, dated October 6, 2006, between W. Bruce Swain and the
Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on October 13,
2006). |
|
|
|
10.17*
|
|
Employment Agreement between David A. Isaac and the Registrant, executed September
19, 2006 and effective January 1, 2006 (incorporated by reference to Exhibit 10.5 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2006). |
|
|
|
10.18
|
|
Amended and Restated Purchase and Sales Agreement, dated June 12, 2006,
between Registrant and Buckhead Trading & Investment Company, |
23
| |
|
|
| Exhibit No. |
|
Document |
| |
|
|
LLC (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 12, 2006). |
|
|
|
10.19
|
|
Lease Agreement, effective as of July 1, 2006, between Registrant and
Hewlett-Packard Company (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August
1, 2006). |
|
|
|
10.20
|
|
Credit Agreement, dated October 31, 2006, by and among Registrant and Crawford
& Company International, Inc., the lenders party thereto and SunTrust Bank, as
Administrative Agent and Issuing Bank (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 2, 2006). |
|
|
|
10.21
|
|
First Amendment to Credit Agreement and Security Agreement and Limited
Waiver, by and among Registrant and Crawford & Company International, Inc.,
the lenders party thereto and SunTrust Bank, as Administrative Agent and Issuing
Bank(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 15,
2007).
|
|
|
|
13.1
|
|
The Registrant’s Annual Report to Shareholders for the year ended December 31,
2006 (only those portions incorporated herein by reference). |
|
|
|
21.1
|
|
Subsidiaries of Crawford & Company. |
|
|
|
23.1
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Consent of Ernst & Young LLP. |
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24.1-8
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Powers of Attorney. |
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-19(a). |
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-19(a). |
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32.1
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Certification of the Chief Executive Officer pursuant to Section 1350. |
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32.2
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Certification of the Chief Financial Officer pursuant to Section 1350. |
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| * |
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Management contract or compensatory plan or arrangement required to be filed as an exhibit
pursuant to Item 601 of Regulation S-K. |
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The Registrant has filed the Exhibits listed in Item 15(a)3. |
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Separate financial statements of Crawford & Company have been omitted since it is primarily
an operating company. All significant subsidiaries included in the consolidated financial
statements are wholly owned. |
24
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.
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CRAWFORD & COMPANY |
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Date March 14, 2007
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By /s/ Thomas W. Crawford
THOMAS W. CRAWFORD, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
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NAME AND TITLE
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Date March 14, 2007
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/s/ Thomas W. Crawford |
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THOMAS W. CRAWFORD, President and Chief
Executive Officer (Principal Executive
Officer) and Director |
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Date March 14, 2007
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/s/ W. Bruce Swain, Jr. |
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W. BRUCE SWAIN, JR., Executive Vice
President-Finance (Principal Financial
Officer) |
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Date March 14, 2007
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/s/ W. Forrest Bell |
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W. FORREST BELL, Vice President and
Controller (Principal Accounting Officer) |
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25
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NAME AND TITLE |
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Date March 14, 2007
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* |
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J. HICKS LANIER, Director |
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Date March 14, 2007
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* |
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JESSE C. CRAWFORD, Director |
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Date March 14, 2007
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* |
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LARRY L. PRINCE, Director |
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Date March 14, 2007
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P. GEORGE BENSON, Director |
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Date March 14, 2007
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E. JENNER WOOD, III , Director |
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Date March 14, 2007
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CLARENCE H. RIDLEY, Director |
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Date March 14, 2007
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ROBERT T. JOHNSON, Director |
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Date March 14, 2007
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JAMES D. EDWARDS, Director |
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Date March 14, 2007
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*By
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/s/ Allen W. Nelson |
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Allen W. Nelson — Attorney-in-fact |
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26
EXHIBIT INDEX
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| Exhibit No. |
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Description of Exhibit |
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2.1
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Stock Purchase Agreement dated as of August
18, 2006, by and between Platinum Equity,
LLC and Registrant (incorporated by
reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange
Commission on August 21, 2006). |
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2.2
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Amendment No. 1, dated as of October 31,
2006 to Stock Purchase Agreement dated as of
August 18, 2006, by and between Registrant
and Platinum Equity, LLC (incorporated by
reference to Exhibit 2.2 to the Registrant’s
Current Report on Form 8-K filed with the
Securities and Exchange Commission on
November 2, 2006). |
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3.1
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Restated Articles of Incorporation of the
Registrant, as amended April 23, 1991
(incorporated by reference to Exhibit 4.1 to
the Registrant’s Form S-8 filed with the
Securities and Exchange Commission on June
6, 2005). |
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3.2
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Restated By-laws of the Registrant, as
amended (incorporated by reference to
Exhibit 3.1 of the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended
March 31, 2004). |
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10.1
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Crawford & Company 1997 Key Employee Stock
Option Plan, as amended (incorporated by
reference to Exhibit 10.2 to the
Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2005). |
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10.2
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Crawford & Company 1997 Non-Employee
Director Stock Option Plan (incorporated by
reference to Exhibit 10.3 to the
Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2005). |
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10.3
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Amended and Restated Supplemental Executive
Retirement Plan (incorporated by reference
to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004). |
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10.4
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Amendment to Amended and Restated
Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.5
to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005). |
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10.5
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Crawford & Company 1996 Employee Stock
Purchase Plan (incorporated by reference to
Exhibit 10.6 to the Registrant’s Annual
Report on Form 10-K for the year ended
December 31, 2005). |
27
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| Exhibit No. |
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Description of Exhibit |
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10.6
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Amended and Restated Crawford & Company
Medical Reimbursement Plan (incorporated by
reference to Exhibit 10.7 to the
Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2005). |
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10.7
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Crawford & Company Discretionary Allowance
Plan (incorporated by reference to Exhibit
10.8 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31,
2005). |
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10.8
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Deferred Compensation Plan (As Amended and
Restated as of January 1, 2003)
(incorporated by reference to Exhibit 10.2
to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30,
2003). |
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10.9
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Crawford & Company 1996 Incentive
Compensation Plan, as amended and restated
(incorporated by reference to Exhibit 10.10
to the Registrant’s |
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10.10
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Crawford & Company Executive Stock Bonus
Plan (incorporated by reference to Appendix
A of the Registrant’s Proxy Statement for
the Annual Meeting of Shareholders held on
April 26, 2005). |
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10.11
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Change of Control and Severance Agreement
between Thomas W. Crawford and the
Registrant (incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report
on Form 8-K filed with the Securities and
Exchange Commission on February 4, 2005). |
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10.12
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Change of Control and Severance Agreement
between Kevin B. Frawley and the Registrant
(incorporated by reference to Exhibit 10.1
to Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange
Commission on March 4, 2005). |
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10.13
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Terms of Employment Agreement between Allen
W. Nelson and the Registrant (incorporated
by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange
Commission on November 28, 2005). |
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10.14
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Terms of Employment Agreement, dated
February 10, 2006, between Jeffrey T. Bowman
and the Registrant (incorporated by
reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange
Commission on February 15, 2006). |
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| Exhibit No. |
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Description of Exhibit |
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10.15
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Crawford & Company U.K. Sharesave Scheme
(incorporated by reference to Appendix A of
the Registrant’s Proxy Statement for the
Annual Meeting of Shareholders to be held on
May 2, 2006). |
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10.16
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Terms of Employment Agreement, dated October
6, 2006, between W. Bruce Swain and the
Registrant (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed with the Securities
and Exchange Commission on October 13,
2006). |
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10.17
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Employment Agreement between David A. Isaac
and the Registrant, executed September 19,
2006 and effective January 1, 2006
(incorporated by reference to Exhibit 10.5
to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30,
2006). |
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10.18
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Amended and Restated Purchase and Sales
Agreement, dated June 12, 2006, between
Registrant and Buckhead Trading & Investment
Company, LLC (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed with the Securities
and Exchange Commission on June 12, 2006). |
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10.19
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Lease Agreement, effective as of July 1,
2006, between Registrant and Hewlett-Packard
Company (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed with the Securities
and Exchange Commission on August 1, 2006). |
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10.20
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Credit Agreement, dated October 31, 2006, by
and among Registrant and Crawford & Company
International, Inc., the lenders party
thereto and SunTrust Bank, as Administrative
Agent and Issuing Bank (incorporated by
reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange
Commission on November 2, 2006). |
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10.21
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First Amendment to Credit Agreement and Security Agreement and Limited
Waiver, by and among Registrant and Crawford &
Company International, Inc.,
the lenders party thereto and SunTrust Bank, as Administrative Agent and Issuing
Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 15,
2007). |
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13.1
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The Registrant’s Annual Report to
Shareholders for the year ended December 31,
2006 (only those portions incorporated
herein by reference).
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21.1
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Subsidiaries of Crawford & Company.
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29
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| Exhibit No. |
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Description of Exhibit |
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23.1
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Consent of Ernst & Young LLP. |
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24.1-8
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Powers of Attorney
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31.1
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Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Certification of the Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1
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Certification pursuant to 18 U.S.C. Section
1850, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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32.2
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Certification pursuant to 18 U.S.C. Section
1850, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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30