0000860748false00008607482024-07-242024-07-240000860748us-gaap:CommonStockMember2024-07-242024-07-240000860748kmpr:A5875FixedRateResetJuniorSubordinatedDebenturesDue2062Member2024-07-242024-07-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2024 
Kemper Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-18298
 
DE 95-4255452
(State or other jurisdiction
of incorporation)		 (IRS Employer
Identification No.)
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2.below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareKMPRNYSE
5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062KMPBNYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.    ¨


Section 2 – Financial Information
Item 2.02.
Results of Operations and Financial Conditions.
On July 24, 2024, Kemper Corporation (“Kemper” or the “Registrant”) issued a press release announcing the schedule for its second quarter 2024 earnings release and its preliminary results for the second quarter of 2024. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. This exhibit is being furnished and not filed, pursuant to Instruction B.2 of Form 8-K.


Section 7 – Regulation FD
Item 7.01.
Regulation FD Disclosure.


Section 9 – Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number
Exhibit Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Kemper Corporation
Date:July 24, 2024
/s/    C. Thomas Evans, Jr.
 
C. Thomas Evans, Jr.
 
Executive Vice President, Secretary and General Counsel


Exhibit 99.1
kemperlogocolorwebfinala05a.jpg
Kemper Corporation
200 East Randolph Street
Suite 3300
Chicago, IL 60601
kemper.com

Press Release
Kemper Announces Second Quarter Preliminary Results and Schedule for Earnings Release


CHICAGO, July 24, 2024 — Kemper Corporation (NYSE: KMPR) today announced that after the markets close on Monday, August 5, Kemper intends to issue its second quarter 2024 earnings release, financial supplement, and Form 10-Q. Following their publication, these documents will be available in the investor section of kemper.com.

PRELIMINARY RESULTS
Preliminary results for the second quarter of 2024 include net income between $70-$80 million and adjusted consolidated net operating income1 between $85-$95 million.

CONFERENCE CALL DETAILS
Kemper will host its conference call to discuss second quarter 2024 results on Monday, August 5, at 5:00 pm Eastern (4:00 pm Central). The conference call will be accessible via the internet and telephone at 888.259.6580, Conference ID 19792463. To listen via webcast, register online at the investor section of kemper.com at least 15 minutes before the webcast to install any necessary software. A replay of the webcast will be available online at the investor section of kemper.com.

1 Non-GAAP financial measure. All non-GAAP financial measures are denoted with footnote 1 in this release. See below for further explanation on the use of non-GAAP financial measures.

USE OF NON-GAAP FINANCIAL MEASURES
Adjusted Consolidated Net Operating Income1 is computed by excluding from Net Income Attributable to Kemper Corporation the after-tax impact of:

(i) Change in Fair Value of Equity and Convertible Securities;
(ii) Net Realized Investment Gains (Losses);
(iii) Impairment Losses;
(iv) Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs;
(v) Debt Extinguishment, Pension Settlement and Other Charges;
(vi) Goodwill Impairment Charges;
(vii) Non-Core Operations; and
(viii) Significant non-recurring or infrequent items that may not be indicative of ongoing operations.

Significant non-recurring items are excluded when (a) the nature of the charge or gain is such that it is reasonably unlikely to recur within two years and (b) there has been no similar charge or gain within the prior two years. The most directly comparable GAAP financial measure is Net Income Attributable to Kemper Corporation. Kemper excluded no applicable significant non-recurring items from the Adjusted Consolidated Net Operating Income calculation for the three months ended June 30, 2024.

Kemper believes that Adjusted Consolidated Net Operating Income provides investors with a valuable measure of its ongoing performance because it reveals underlying operational performance trends that otherwise might be less apparent if the items were not excluded. Change in Fair Value of Equity and Convertible Securities, Net Realized Investment Gains (Losses) and Impairment Losses related to investments included in Kemper’s results may vary significantly between periods and are generally driven by business decisions and external economic developments such as capital market conditions that impact the values of Kemper’s investments, the timing of which is unrelated to the insurance underwriting process. Acquisition and Disposition Related Transaction, Integration, Restructuring and Other Costs may vary significantly between periods and are generally driven by the timing of acquisitions and business decisions unrelated to the insurance underwriting process. Debt


 

Extinguishment, Pension Settlement and Other Charges relate to (i) loss from early extinguishment of debt, which is driven by Kemper’s financing and refinancing decisions and capital needs, as well as external economic developments such as debt market conditions, the timing of which is unrelated to the insurance underwriting process; (ii) settlement of pension plan obligations which are business decisions made by Kemper, the timing of which is unrelated to the underwriting process; and (iii) other charges that are non-standard, not part of the ordinary course of business, and unrelated to the insurance underwriting process. Goodwill impairment charges are excluded because they are infrequent and non-recurring charges. Non-core operations include the results of our Preferred Insurance business, which we expect to fully exit. These results are excluded because they are not relevant to our ongoing operations and do not qualify for Discontinued Operations under Generally Accepted Accounting Principles ("GAAP"). Significant non-recurring items are excluded because, by their nature, they are not indicative of Kemper’s business or economic trends. The preceding non-GAAP financial measures should not be considered a substitute for the comparable GAAP financial measures, as they do not fully recognize the profitability of Kemper’s businesses.

Caution Regarding Forward-Looking Statements
This press release may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Such statements involve known and unknown risks, uncertainties, and other factors, including but not limited to:

•changes in the frequency and severity of insurance claims;
•claim development and the process of estimating claim reserves;
•the impacts of inflation;
•changes in the interest rate environment;
•supply chain disruption;
•product demand and pricing;
•effects of governmental and regulatory actions;
•litigation outcomes and trends;
•investment risks;
•cybersecurity risks or incidents;
•impact of catastrophes; and
•other risks and uncertainties detailed in Kemper’s Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”).

Kemper assumes no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this press release.

About Kemper
The Kemper family of companies is one of the nation's leading specialized insurers. With approximately $13 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Kemper Auto and Kemper Life brands. Kemper serves over 4.8 million policies, is represented by 22,500 agents and brokers, and has 7,700 associates dedicated to meeting the ever-changing needs of its customers. Learn more about Kemper.

Contacts
Investors: Michael Marinaccio, 312.661.4930, investors@kemper.com
News Media: Barbara Ciesemier, 312.661.4521, bciesemier@kemper.com




v3.24.2
Document and Entity Information
Jul. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 24, 2024
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Entity File Number 001-18298
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Entity Address, State or Province IL
Entity Address, Postal Zip Code 60601
City Area Code 312
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Common Stock  
Cover [Abstract]  
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol KMPR
Security Exchange Name NYSE
Entity Listings [Line Items]  
Trading Symbol KMPR
Security Exchange Name NYSE
Title of 12(b) Security Common Stock, par value $0.10 per share
5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062  
Cover [Abstract]  
Title of 12(b) Security 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062
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Security Exchange Name NYSE
Entity Listings [Line Items]  
Trading Symbol KMPB
Security Exchange Name NYSE
Title of 12(b) Security 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062
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