8-K

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) February 7, 2018

THE NAVIGATORS GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-15886	13-3138397
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
400 Atlantic Street, 8th Floor, Stamford, Connecticut		06901
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 905-6090

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 2.02.Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”  This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On February 7, 2018, The Navigators Group, Inc. issued a press release announcing its preliminary assessment of the impact of the Tax Cuts and Jobs Act of 2017.  This press release is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

99.1 Press Release dated February 7, 2018.

2

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.

THE NAVIGATORS GROUP, INC.

By:	/s/ Emily B. Miner
	Name : Emily B. Miner
	Title: Senior Vice President and General Counsel

Date: February 7, 2018

EX-99.1

Exhibit 99.1

The Navigators Group, Inc.

CORPORATE NEWS

Navigators Announces the Estimated Impact of U.S. Tax Reform on the Fourth Quarter 2017

Stamford, CT – February 7, 2018 --The Navigators Group, Inc. (NASDAQ:NAVG) today announced the expected impact on its Fourth Quarter 2017 results due to the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) that was signed into law by President Trump on December 22, 2017. The Tax Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35 percent to 21 percent effective January 1, 2018. In addition, international provisions of the Tax Act generally establish a territorial-style system for taxing foreign-source income of domestic multinational corporations. As a result of the Tax Act, The Navigators Group, Inc. (“Navigators” or the “Company”) expects to recognize a one-time non-cash tax charge related to the re-measurement of net deferred tax assets and the tax on deemed repatriation of unremitted foreign earnings and profits in its fourth quarter of 2017 financial results.  This charge is estimated to impact fourth quarter Net Income by approximately $20 million, but will not affect the Company’s Net Operating Earnings, a non-GAAP financial measure. Based on its preliminary assessment, the Company expects the Tax Act to have a beneficial impact on future period Net Income and Net Operating Earnings.

Navigators’ preliminary assessment of the fourth quarter 2017 and future impact of the Tax Act is based upon the Company’s current interpretation of the Tax Act. The ultimate impact on the Company may vary requiring additional tax effects or adjustments in subsequent periods.

The Navigators Group, Inc. is an international specialty insurance holding company with operations in the United States, the United Kingdom, Continental Europe and Asia.

This press release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995.  Whenever used in this release, the words "estimate," "expect," "believe" or similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are derived from information that we currently have and assumptions that we make. These forward-looking statements include statements on the financial impact of tax reform. We continue to assess the tax accounting effects of tax reform. We cannot assure that results that we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties that we face.   Please refer to Navigators' most recent reports on Forms 10-K and 10-Q and its other filings with the Securities and Exchange Commission for a description of Navigators' business and the important factors that may affect that business.  Navigators undertakes no obligation to publicly update or revise any forward-looking statement.

Investors

Ciro M. DeFalco

Executive Vice President and Chief Financial Officer

(203) 905-6343

cdefalco@navg.com

Media

Courtney Oldrin

Head of Communications

203-905-6531

coldrin@navg.com