þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Ohio | 31-0746871 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
6200 S. Gilmore Road, Fairfield, Ohio | 45014-5141 | |
(Address of principal executive offices) | (Zip code) |
2
(Dollars in millions except per share data) | June 30, | December 31, | ||||||
2006 | 2005 | |||||||
(unaudited) |
||||||||
ASSETS |
||||||||
Investments |
||||||||
Fixed maturities, at fair value (amortized cost: 2006$5,700; 2005$5,387) |
$ | 5,629 | $ | 5,476 | ||||
Equity securities, at fair value (cost: 2006$2,533; 2005$2,128) |
6,830 | 7,106 | ||||||
Short-term investments, at fair value (cost: 2005$75) |
0 | 75 | ||||||
Other invested assets |
55 | 45 | ||||||
Cash and cash equivalents |
203 | 119 | ||||||
Securities lending collateral |
898 | 0 | ||||||
Investment income receivable |
118 | 117 | ||||||
Finance receivable |
106 | 105 | ||||||
Premiums receivable |
1,192 | 1,116 | ||||||
Reinsurance receivable |
691 | 681 | ||||||
Prepaid reinsurance premiums |
13 | 14 | ||||||
Deferred policy acquisition costs |
460 | 429 | ||||||
Land, building and equipment, net, for company use (accumulated depreciation: |
||||||||
2006$246; 2005$232) |
184 | 168 | ||||||
Other assets |
76 | 66 | ||||||
Separate accounts |
481 | 486 | ||||||
Total assets |
$ | 16,936 | $ | 16,003 | ||||
LIABILITIES |
||||||||
Insurance reserves |
||||||||
Loss and loss expense reserves |
$ | 3,796 | $ | 3,661 | ||||
Life policy reserves |
1,372 | 1,343 | ||||||
Unearned premiums |
1,634 | 1,559 | ||||||
Securities lending payable |
898 | 0 | ||||||
Other liabilities |
547 | 455 | ||||||
Deferred income tax |
1,303 | 1,622 | ||||||
Notes payable |
49 | 0 | ||||||
6.125% senior notes due 2034 |
371 | 371 | ||||||
6.9% senior debentures due 2028 |
28 | 28 | ||||||
6.92% senior debenture due 2028 |
392 | 392 | ||||||
Separate accounts |
481 | 486 | ||||||
Total liabilities |
10,871 | 9,917 | ||||||
SHAREHOLDERS EQUITY |
||||||||
Common stock, par value-$2 per share; authorized: 2006-500 million shares, 2005-
500 million shares; issued: 2006-195 million shares, 2005-194 million shares |
391 | 389 | ||||||
Paid-in capital |
997 | 969 | ||||||
Retained earnings |
2,656 | 2,088 | ||||||
Accumulated other comprehensive incomeunrealized gains on investments |
2,753 | 3,284 | ||||||
Treasury stock at cost (200622 million shares, 200520 million shares) |
(732 | ) | (644 | ) | ||||
Total shareholders equity |
6,065 | 6,086 | ||||||
Total liabilities and shareholders equity |
$ | 16,936 | $ | 16,003 | ||||
3
(In millions except per share data) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(unaudited) |
(unaudited) |
|||||||||||||||
REVENUES |
||||||||||||||||
Earned premiums |
||||||||||||||||
Property casualty |
$ | 793 | $ | 765 | $ | 1,571 | $ | 1,518 | ||||||||
Life |
29 | 29 | 56 | 53 | ||||||||||||
Investment income, net of expenses |
143 | 129 | 281 | 256 | ||||||||||||
Realized investment gains and losses |
11 | 13 | 671 | 22 | ||||||||||||
Other income |
5 | 4 | 9 | 7 | ||||||||||||
Total revenues |
981 | 940 | 2,588 | 1,856 | ||||||||||||
BENEFITS AND EXPENSES |
||||||||||||||||
Insurance losses and policyholder benefits |
546 | 461 | 1,047 | 942 | ||||||||||||
Commissions |
156 | 166 | 322 | 316 | ||||||||||||
Other operating expenses |
79 | 72 | 159 | 139 | ||||||||||||
Taxes, licenses and fees |
14 | 18 | 39 | 35 | ||||||||||||
Increase in deferred policy acquisition costs |
(7 | ) | (7 | ) | (22 | ) | (18 | ) | ||||||||
Interest expense |
13 | 13 | 26 | 26 | ||||||||||||
Other expenses |
5 | 2 | 8 | 6 | ||||||||||||
Total benefits and expenses |
806 | 725 | 1,579 | 1,446 | ||||||||||||
INCOME BEFORE INCOME TAXES |
175 | 215 | 1,009 | 410 | ||||||||||||
PROVISION (BENEFIT) FOR INCOME TAXES |
||||||||||||||||
Current |
48 | 57 | 340 | 107 | ||||||||||||
Deferred |
(5 | ) | 0 | (15 | ) | 1 | ||||||||||
Total provision for income taxes |
43 | 57 | 325 | 108 | ||||||||||||
NET INCOME |
$ | 132 | $ | 158 | $ | 684 | $ | 302 | ||||||||
PER COMMON SHARE |
||||||||||||||||
Net incomebasic |
$ | 0.77 | $ | 0.90 | $ | 3.94 | $ | 1.72 | ||||||||
Net incomediluted |
$ | 0.76 | $ | 0.89 | $ | 3.90 | $ | 1.70 | ||||||||
4
(In millions) | Six months ended June 30, | |||||||
2006 | 2005 | |||||||
(unaudited) |
||||||||
COMMON STOCK NUMBER OF SHARES |
||||||||
Beginning of year |
174 | 167 | ||||||
5% stock dividend |
0 | 9 | ||||||
Stock options exercised |
1 | 0 | ||||||
Purchase of treasury shares |
(2 | ) | (1 | ) | ||||
End of period |
173 | 175 | ||||||
COMMON STOCK |
||||||||
Beginning of year |
$ | 389 | $ | 370 | ||||
5% stock dividend |
0 | 19 | ||||||
Stock options exercised |
2 | 0 | ||||||
End of period |
391 | 389 | ||||||
PAID-IN CAPITAL |
||||||||
Beginning of year |
969 | 618 | ||||||
5% stock dividend |
0 | 341 | ||||||
Stock options exercised |
17 | 5 | ||||||
Share-based compensation |
11 | 0 | ||||||
End of period |
997 | 964 | ||||||
RETAINED EARNINGS |
||||||||
Beginning of year |
2,088 | 2,057 | ||||||
Net income |
684 | 302 | ||||||
5% stock dividend |
0 | (360 | ) | |||||
Dividends declared |
(116 | ) | (105 | ) | ||||
End of period |
2,656 | 1,894 | ||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME |
||||||||
Beginning of year |
3,284 | 3,787 | ||||||
Change in accumulated other comprehensive income, net |
(531 | ) | (282 | ) | ||||
End of period |
2,753 | 3,505 | ||||||
TREASURY STOCK |
||||||||
Beginning of year |
(644 | ) | (583 | ) | ||||
Purchase |
(88 | ) | (39 | ) | ||||
Reissued for stock options |
0 | 2 | ||||||
End of period |
(732 | ) | (620 | ) | ||||
Total shareholders equity |
$ | 6,065 | $ | 6,132 | ||||
COMPREHENSIVE INCOME |
||||||||
Net income |
$ | 684 | $ | 302 | ||||
Change in accumulated other comprehensive income, net |
(531 | ) | (282 | ) | ||||
Total comprehensive income |
$ | 153 | $ | 20 | ||||
5
(In millions) | Six months ended June 30, | |||||||
2006 | 2005 | |||||||
(unaudited) |
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 684 | $ | 302 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation, amortization and other non-cash items |
16 | 14 | ||||||
Share-based compensation expense |
11 | 0 | ||||||
Realized (gains) on investments |
(671 | ) | (22 | ) | ||||
Interest credited to contract holders |
14 | 14 | ||||||
Changes in: |
||||||||
Investment income receivable |
1 | (6 | ) | |||||
Premiums and reinsurance receivable |
(85 | ) | (75 | ) | ||||
Deferred policy acquisition costs |
(22 | ) | (19 | ) | ||||
Other assets |
(11 | ) | (4 | ) | ||||
Loss and loss expense reserves |
135 | 59 | ||||||
Life policy reserves |
28 | 53 | ||||||
Unearned premiums |
75 | 71 | ||||||
Other liabilities |
(15 | ) | (43 | ) | ||||
Deferred income tax |
(15 | ) | 1 | |||||
Current income tax |
94 | (13 | ) | |||||
Net cash provided by operating activities |
239 | 332 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Sale of fixed maturities investments |
68 | 123 | ||||||
Call or maturity of fixed maturities investments |
148 | 321 | ||||||
Sale of equity securities investments |
835 | 45 | ||||||
Collection of finance receivables |
18 | 17 | ||||||
Purchase of fixed maturities investments |
(510 | ) | (828 | ) | ||||
Purchase of equity securities investments |
(585 | ) | (56 | ) | ||||
Change in short-term investments, net |
79 | 63 | ||||||
Investment in buildings and equipment, net |
(28 | ) | (23 | ) | ||||
Investment in finance receivables |
(21 | ) | (18 | ) | ||||
Change in other invested assets, net |
(10 | ) | (4 | ) | ||||
Change in securities lending collateral |
(898 | ) | 0 | |||||
Net cash used in investing activities |
(904 | ) | (360 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Payment of cash dividends to shareholders |
(112 | ) | (98 | ) | ||||
Purchase/issuance of treasury shares |
(88 | ) | (37 | ) | ||||
Increase (decrease) in notes payable |
49 | 0 | ||||||
Proceeds from stock options exercised |
17 | 5 | ||||||
Contract holder funds deposited |
19 | 47 | ||||||
Contract holder funds withdrawn |
(35 | ) | (23 | ) | ||||
Change in securities lending payable |
898 | 0 | ||||||
Other |
1 | 0 | ||||||
Net cash provided by (used in) financing activities |
749 | (106 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
84 | (134 | ) | |||||
Cash and cash equivalents at beginning of period |
119 | 306 | ||||||
Cash and cash equivalents at end of period |
$ | 203 | $ | 172 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Interest paid |
$ | 26 | $ | 26 | ||||
Income taxes paid |
248 | 120 | ||||||
Non-Cash activities |
||||||||
Conversion of fixed maturity to equity security and fixed maturity investments |
$ | 0 | $ | 25 | ||||
Equipment acquired with capital lease obligations |
7 | 0 | ||||||
6
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Change in unrealized investment gains and losses summarized by
investment category: |
||||||||||||||||
Fixed maturities |
$ | (82 | ) | $ | 70 | $ | (160 | ) | $ | (53 | ) | |||||
Equity securities |
(258 | ) | 13 | (681 | ) | (387 | ) | |||||||||
Adjustment to deferred acquisition costs and life policy reserves |
3 | (3 | ) | 6 | 1 | |||||||||||
Other |
0 | (1 | ) | 1 | 5 | |||||||||||
Income taxes on above |
118 | (28 | ) | 303 | 152 | |||||||||||
Total |
$ | (219 | ) | $ | 51 | $ | (531 | ) | $ | (282 | ) | |||||
7
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Direct earned premiums |
$ | 824 | $ | 801 | $ | 1,634 | $ | 1,588 | ||||||||
Assumed earned premiums |
4 | 7 | 10 | 14 | ||||||||||||
Ceded earned premiums |
(35 | ) | (43 | ) | (73 | ) | (84 | ) | ||||||||
Net earned premiums |
$ | 793 | $ | 765 | $ | 1,571 | $ | 1,518 | ||||||||
Direct incurred loss and loss expenses |
$ | 544 | $ | 449 | $ | 1,034 | $ | 947 | ||||||||
Assumed incurred loss and loss expenses |
3 | 6 | 7 | 12 | ||||||||||||
Ceded incurred loss and loss expenses |
(28 | ) | (19 | ) | (51 | ) | (65 | ) | ||||||||
Net incurred loss and loss expenses |
$ | 519 | $ | 436 | $ | 990 | $ | 894 | ||||||||
| compensation cost for all stock options granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R) |
8
| compensation cost for all non-vested stock options granted prior to January 1, 2006, that vested during the first six months of 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and | |
| compensation cost for all non-vested stock options that have nonsubstantive vesting requirements, such as those to associates who are eligible for retirement. |
(In millions except per share data) | Three months ended June 30, | Six months ended June 30, | ||||||||
2005 | 2005 | |||||||||
Net income |
As reported | $ | 158 | $ | 302 | |||||
Stock-based employee compensation expense determined
under fair value based method for all awards, net of
related tax effects |
3 | 7 | ||||||||
Pro forma | $ | 155 | $ | 295 | ||||||
Net income per common sharebasic |
As reported | $ | 0.90 | $ | 1.72 | |||||
Pro forma | 0.88 | 1.68 | ||||||||
Net income per common sharediluted |
As reported | $ | 0.89 | $ | 1.70 | |||||
Pro forma | 0.87 | 1.66 | ||||||||
(Dollars in millions, shares in thousands) | Aggregate | |||||||||||
Weighted-average | intrinsic | |||||||||||
Shares | exercise price | value | ||||||||||
2006 |
||||||||||||
Outstanding at beginning of year |
10,589 | $ | 33.70 | |||||||||
Granted/reinstated |
1,372 | 45.26 | ||||||||||
Exercised |
(736 | ) | 22.47 | |||||||||
Forfeited/revoked |
(125 | ) | 34.77 | |||||||||
Outstanding at end of period |
11,100 | 35.86 | $ | 119 | ||||||||
Options exercisable at end of period |
8,371 | $ | 33.55 | $ | 109 | |||||||
Weighted-average fair value of options granted during the period |
10.09 | |||||||||||
9
(Shares in thousands) | ||||||||||||||||||||
Options outstanding | Options exercisable | |||||||||||||||||||
Weighted-average | ||||||||||||||||||||
remaining | Weighted-average | Weighted-average | ||||||||||||||||||
Range of excercise prices | Shares | contractual life | exercise price | Shares | exercise price | |||||||||||||||
$17.07 to 19.34 |
9 | 0.28yrs | $ | 17.97 | 9 | $ | 17.97 | |||||||||||||
$20.37 to 24.14 |
201 | 0.78yrs | 20.61 | 201 | 20.61 | |||||||||||||||
$26.63 to 29.92 |
1,045 | 3.52yrs | 27.06 | 1,045 | 27.06 | |||||||||||||||
$30.60 to 35.00 |
4,771 | 4.69yrs | 32.66 | 4,770 | 32.66 | |||||||||||||||
$36.17 to 38.87 |
2,009 | 5.82yrs | 38.47 | 1,570 | 38.37 | |||||||||||||||
$41.14 to 45.62 |
3,065 | 8.41yrs | 43.19 | 776 | 41.50 | |||||||||||||||
Total |
11,100 | 5.74yrs | 35.86 | 8,371 | 33.55 | |||||||||||||||
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Service cost |
$ | 4 | $ | 4 | $ | 8 | $ | 7 | ||||||||
Interest cost |
3 | 3 | 6 | 6 | ||||||||||||
Expected return on plan assets |
(3 | ) | (3 | ) | (6 | ) | (6 | ) | ||||||||
Amortization |
1 | 0 | 1 | 0 | ||||||||||||
Net pension expense |
$ | 5 | $ | 4 | $ | 9 | $ | 7 | ||||||||
10
| Commercial lines property casualty insurance | |
| Personal lines property casualty insurance | |
| Life insurance | |
| Investment operations |
| All three insurance segments record revenues from insurance premiums earned. Life insurance segment revenues also include separate account investment management fees. | |
| Our investment operations revenues are pretax net investment income plus realized investment gains and losses. | |
| Other revenues are primarily finance/lease income. |
| Income before income taxes for the insurance segments is defined as underwriting income or loss. |
| For commercial lines and personal lines insurance segments, we calculate underwriting income or loss by recording premiums earned minus loss and loss expenses and underwriting expenses incurred. | ||
| For the life insurance segment, we calculate underwriting income or loss by recording premiums earned and separate account investment management fees, minus contract holder benefits and expenses incurred, plus investment interest credited to contract holders. |
11
| Income before income taxes for the investment operations segment is net investment income plus realized investment gains and losses for all fixed-maturity and equity security investments of the entire company, minus investment interest credited to contract holders of the life insurance segment. | |
| Loss before income taxes for the Other category is primarily due to interest expense from debt of the parent company and operating expenses of our headquarters. |
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Revenues: |
||||||||||||||||
Commercial lines insurance |
||||||||||||||||
Commercial property |
$ | 123 | $ | 118 | $ | 244 | $ | 234 | ||||||||
Commercial casualty |
208 | 192 | 405 | 375 | ||||||||||||
Specialty packages |
35 | 34 | 71 | 68 | ||||||||||||
Commercial auto |
112 | 112 | 224 | 225 | ||||||||||||
Workers compensation |
90 | 82 | 178 | 161 | ||||||||||||
Surety and executive risk |
24 | 19 | 45 | 38 | ||||||||||||
Machinery and equipment |
7 | 6 | 14 | 13 | ||||||||||||
Total commercial lines insurance |
599 | 563 | 1,181 | 1,114 | ||||||||||||
Personal lines insurance |
||||||||||||||||
Homeowner |
74 | 70 | 146 | 139 | ||||||||||||
Personal auto |
98 | 110 | 199 | 221 | ||||||||||||
Other personal lines |
22 | 22 | 45 | 44 | ||||||||||||
Total personal lines insurance |
194 | 202 | 390 | 404 | ||||||||||||
Life insurance |
30 | 30 | 58 | 55 | ||||||||||||
Investment operations |
154 | 142 | 952 | 278 | ||||||||||||
Other |
4 | 3 | 7 | 5 | ||||||||||||
Total |
$ | 981 | $ | 940 | $ | 2,588 | $ | 1,856 | ||||||||
Income (loss) before income taxes: |
||||||||||||||||
Insurance underwriting results: |
||||||||||||||||
Commercial lines insurance |
$ | 58 | $ | 86 | $ | 114 | $ | 154 | ||||||||
Personal lines insurance |
(15 | ) | 9 | (8 | ) | 25 | ||||||||||
Life insurance |
2 | 3 | 2 | 5 | ||||||||||||
Investment operations |
141 | 129 | 925 | 253 | ||||||||||||
Other |
(11 | ) | (12 | ) | (24 | ) | (27 | ) | ||||||||
Total |
$ | 175 | $ | 215 | $ | 1,009 | $ | 410 | ||||||||
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
Identifiable assets: |
||||||||
Property casualty insurance |
$ | 2,863 | $ | 2,167 | ||||
Life insurance |
1,162 | 845 | ||||||
Investment operations |
12,577 | 12,774 | ||||||
Other |
334 | 217 | ||||||
Total |
$ | 16,936 | $ | 16,003 | ||||
12
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
| Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns, environmental events, terrorism incidents or other causes | |
| Ability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased and financial strength of reinsurers and the potential for non-payment or delay in payment by reinsurers | |
| Increased frequency and/or severity of claims | |
| Events or conditions that could weaken or harm the companys relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the companys opportunities for growth, such as: |
| Downgrade of the companys financial strength ratings, | ||
| Concerns that doing business with the company is too difficult | ||
| Perceptions that the companys level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace or | ||
| Regulations or laws that change industry or company practices for our agents. |
| Increased competition that could result in a significant reduction in the companys premium growth rate | |
| Underwriting and pricing methods adopted by competitors that could allow them to identify and flexibly price risks, which could decrease our competitive advantages | |
| Actions of insurance departments, state attorneys general or other regulatory agencies that: |
| place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations | ||
| increase our expenses | ||
| place us at a disadvantage in the marketplace or | ||
| restrict our ability to execute our business model, including the way we compensate agents |
| Delays or inadequacies in the development, implementation, performance and benefits of technology projects and enhancements | |
| Inaccurate estimates or assumptions used for critical accounting estimates, including loss reserves | |
| Events or actions, including unauthorized intentional circumvention of controls, that reduce the companys future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002 | |
| Recession or other economic conditions or regulatory, accounting or tax changes resulting in lower demand for insurance products |
13
| Sustained decline in overall stock market values negatively affecting the companys equity portfolio and book value; in particular a sustained decline in the market value of Fifth Third Bancorp (Nasdaq:FITB) shares, a significant equity holding | |
| Events that lead to a significant decline in the value of a particular security and impairment of the asset | |
| Prolonged medium- and long-term low interest rate environment or other factors that limit the companys ability to generate growth in investment income | |
| Adverse outcomes from litigation or administrative proceedings | |
| Investment activities or market value fluctuations that trigger restrictions applicable to the parent company under the Investment Company Act of 1940 | |
| Events, such as an avian flu epidemic, natural catastrophe or construction delays, that could hamper our ability to assemble our workforce at our headquarters location |
(Dollars in millions except share data) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Income statement data |
||||||||||||||||||||||||
Earned premiums |
$ | 822 | $ | 794 | 3.6 | $ | 1,627 | $ | 1,571 | 3.6 | ||||||||||||||
Investment income, net of expenses |
143 | 129 | 10.4 | 281 | 256 | 9.7 | ||||||||||||||||||
Net realized gains and losses (pretax) |
11 | 13 | (12.3 | ) | 671 | 22 | 2,996.8 | |||||||||||||||||
Total revenues |
981 | 940 | 4.4 | 2,588 | 1,856 | 39.5 | ||||||||||||||||||
Net income |
132 | 158 | (16.0 | ) | 684 | 302 | 126.5 | |||||||||||||||||
Per share data (diluted) |
||||||||||||||||||||||||
Net income |
0.76 | 0.89 | (14.6 | ) | 3.90 | 1.70 | 129.4 | |||||||||||||||||
Cash dividends declared |
0.335 | 0.305 | 9.8 | 0.670 | 0.595 | 12.6 | ||||||||||||||||||
Weighted average shares outstanding |
175,022,367 | 177,097,493 | (1.2 | ) | 175,615,017 | 177,451,366 | (1.0 | ) | ||||||||||||||||
| 2006 Realized investment gains in the three months ended June 30, 2006, raised net income by $6 million, or 4 cents per share, after applicable income taxes. Realized investment gains in the six months ended June 30, 2006, raised net income by $426 million, or $2.43 per share, after applicable income taxes. The sale of our ALLTEL holding contributed $412 million, or $2.34 per share, of the gain in the six-month period. | |
| 2005 Realized investment gains in the three months ended June 30, 2005, raised net income by $8 million, or 5 cents per share, after applicable income taxes. Realized investment gains in the six months ended June 30, 2005, raised net income by $14 million, or 8 cents per share, after applicable income taxes. |
14
(Dollars in millions except share data) | At June 30, | At December 31, | ||||||
2006 | 2005 | |||||||
Balance sheet data |
||||||||
Invested assets |
$ | 12,514 | $ | 12,702 | ||||
Total assets |
16,936 | 16,003 | ||||||
Short-term debt |
49 | 0 | ||||||
Long-term debt |
791 | 791 | ||||||
Shareholders equity |
6,065 | 6,086 | ||||||
Book value per share |
35.02 | 34.88 | ||||||
Debt-to-capital ratio |
12.2 | % | 11.5 | % |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Performance measures |
||||||||||||||||
Comprehensive income (loss) |
$ | (86 | ) | $ | 209 | $ | 153 | $ | 20 | |||||||
Return on equity, annualized |
8.6 | % | 10.4 | % | 22.5 | % | 9.8 | % | ||||||||
Return on equity, annualized,
based on comprehensive income |
(5.6 | ) | 13.8 | 5.1 | 0.6 | |||||||||||
15
(Dollars in millions except share data) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Property casualty highlights |
||||||||||||||||||||||||
Written premiums |
$ | 814 | $ | 791 | 3.0 | $ | 1,643 | $ | 1,588 | 3.5 | ||||||||||||||
Earned premiums |
793 | 765 | 3.7 | 1,571 | 1,518 | 3.5 | ||||||||||||||||||
Underwriting profit |
43 | 95 | (54.5 | ) | 106 | 179 | (41.1 | ) | ||||||||||||||||
GAAP combined ratio |
94.5 | % | 87.5 | % | 93.3 | % | 88.2 | % | ||||||||||||||||
Statutory combined ratio |
93.7 | 86.6 | 91.7 | 86.9 | ||||||||||||||||||||
| Maintaining our strong relationships with our established agencies, writing a significant portion of each agencys business and attracting new agencies In 2006, we expect to continue to rank No. 1 or No. 2 by premium volume in at least 74 percent or more of the agency locations that have marketed our products for more than five years. We are targeting 55 to 60 new agency appointments. In the first six months of 2006, we appointed 44 new agency locations. These new appointments and other changes in agency structures brought total reporting agency locations to 1,283, a net increase of 31 since year-end 2005. | |
In 2006, we expect to make further progress in our efforts to improve service to and communication with our agencies. Among other actions, we subdivided three field marketing territories in the first six months of the year, giving our field marketing representatives more time to spend in each agency. We also continued to enhance our expanding portfolio of software. We discussed our technology plans for 2006 in our 2005 Annual Report on Form 10-K, Item 1, Technology Solutions, Page 4. In the six months ended June 30, 2006, we made progress toward the technology objectives we established for the year: | ||
Three commercial lines and one personal lines system form the core of our quoting and policy processing systems. Agencies access our quoting and policy processing systems via CinciLink®, our secure agency-only Web site. |
| WinCPP® is an online commercial lines rating and quoting system for businessowner, commercial package, commercial auto and workers compensation policies. We are on track to achieve our 2006 objective of rolling out quoting for specialty programs for metalworkers and garage owners. We now expect to add data sharing capabilities with agency systems in early 2007. Quoting capability for the artisan contractor package policy has been postponed pending planned changes to the underlying policy forms. | ||
| e-CLAS is a commercial lines policy processing system. Businessowner Policy processing now is available through e-CLAS in Arkansas, Indiana, Michigan, Ohio and Pennsylvania. Dentists Package Policy processing now is available in Indiana and Ohio, and we are on track to achieve our objectives of providing it in Arkansas, Michigan and Pennsylvania by year-end. We also plan to begin developing commercial auto and commercial package policy processing capabilities in 2006. | ||
| CinciBond is an automated system to process license and permit surety bonds. CinciBond now is deployed in Indiana, Illinois, North Carolina, Ohio and Tennessee, with Georgia, Missouri and Utah scheduled for later in 2006. | ||
| Diamond is our personal lines policy processing system. In the first six months of 2006, $257 million of our $372 million of personal lines written premium was issued through Diamond. Agents in Georgia, Kentucky, Tennessee and Wisconsin began using Diamond in the first half of 2006 with Minnesota and Missouri rollouts planned for later this year. When the 2006 roll-out schedule is complete, Diamond will be in use in states that represent approximately 90 percent of our personal lines premium volume. |
16
| CMS is a claims file management system. We continue to refine the system to add capabilities to make our associates more effective. During the second quarter, we began issuing tablet computers to our field claims representatives. These units allow our claims representatives to view and enter information into CMS from any location, including an insureds home or agents office, and to print claims checks using wireless printers. Agent access to selected CMS information is planned for 2007. | ||
| i-View is a commercial lines policy imaging and workflow system now in use by all of our commercial lines underwriting teams. During the remainder of the year, we expect to begin providing field and other headquarters associates with access to these electronic files. |
We also continue to work to give independent agents enhanced access to Cincinnatis systems and client data quickly and easily through their agency systems. In 2006 and 2007, we plan to advance our use of industry integration products, TransactNOW® and Transformation Station®. | ||
| Achieving above-industry-average growth in property casualty statutory net written premiums and maintaining industry-leading profitability by leveraging our regional franchise and proven agency-centered business strategy We now believe our consolidated property casualty written premium growth will be at least 2 percent in 2006 compared with the 2.6 percent increase in 2005. We previously had anticipated full-year property casualty written premiums would be flat to up slightly. We anticipate continued above-average growth in commercial lines written premiums. We may not achieve our objective of above-industry-average growth in total in 2006 because of the rate-driven declines we anticipate in personal lines written premiums. | |
Despite the level of catastrophe losses through the first six months of 2006, our combined ratio estimate for 2006 remains 92 percent to 94 percent on a GAAP basis compared with 89.2 percent on a GAAP basis in 2005 (combined ratio estimate for 2006 would be 91 percent to 93 percent on a statutory basis). Considerations include: |
| Healthy loss and loss expense ratio excluding catastrophe losses for the first six months of 2006. | ||
| Catastrophe losses could exceed 4.5 percentage points on combined ratio We originally allowed for full year catastrophe losses, net of reinsurance, of approximately $125 million to $145 million, contributing in the range of 4.0 to 4.5 percentage points to the full-year 2006 combined ratio. That level would have been above our historical range of 3.0 to 3.5 percentage points. | ||
Catastrophe losses in the second quarter of 2006 totaled $64 million, reflecting $67 million from events during the period and $3 million in net favorable development from prior period catastrophes, compared with $15 million in the second quarter of 2005. Catastrophe losses for the first six months of 2006 totaled $103 million, contributing 6.5 percentage points to the six-month combined ratio, compared with $17 million, contributing 1.1 percentage points, in the first six months of 2005. | |||
In addition to catastrophe losses reported for the first six months of 2006, two Midwestern storms in July are estimated to have caused approximately $7 million in pretax catastrophe losses, which will be included in third-quarter results. That estimate does not take into account any catastrophe activity that may occur in the remainder of the third quarter of 2006 or potential development from events in prior periods. | |||
| Lower level of savings from loss reserve development We continue to believe that savings from favorable loss reserve development from prior accident years is likely to reduce the combined ratio in the range of 2 to 3 percentage points in 2006. Higher-than-normal savings, particularly for liability coverages, reduced the 2005 combined ratio by 5.2 percentage points and the 2004 combined ratio by 6.7 percentage points. Net development for the six months ended June 30, 2006, was insignificant. In the first six months of 2005, savings lowered the loss and loss expense ratio by 2.0 percentage points. |
| The degree of price softening in the commercial lines marketplace will affect the 2006 loss and loss expense ratio for that business segment. That ratio may move up slightly as pricing becomes more competitive. | ||
| The personal lines 2006 loss and loss expense ratio primarily will reflect our ability to offer competitive prices for our personal lines products in that changing marketplace. We believe we have taken the appropriate actions to improve competitiveness and to maintain the full-year loss and loss expense ratio near the improved level we achieved in 2005. The ratio may increase if premiums continue to decline. | ||
| For both commercial lines and personal lines, lower growth rates could lead to further unfavorable year-over-year comparisons in the ratios of deferred acquisition costs and other underwriting |
17
| Pursuing a total return investment strategy that generates both strong investment income growth and capital appreciation For full-year 2006, we now are estimating that pretax investment income growth could be in the range of 8.0 percent to 8.5 percent, up from our previous estimate of 6.5 percent to 7.0 percent. This outlook is based on strong cash flows from insurance operations, a higher-than-historical allocation of new cash flow to fixed-maturity securities over the last two years and an increase in the general level of interest rates. | |
We do not establish annual capital appreciation targets. Over the long term, our target is to have the equity portfolio outperform the Standard & Poors 500 Index, a common benchmark of market performance. In the first six months of 2006, our equity portfolios total return of 1.4 percent was below the 2.7 percent return for the Index. Over the five years ended June 30, 2006, our compound annual equity portfolio return was a negative 0.5 percent compared with a compound annual total return of 2.5 percent for the Index. Our equity portfolio underperformed our benchmark primarily because of the decline in the market value of our holdings of Fifth Third common stock, which generated a negative annualized return of 6.9 percent for the five-year period ended June 30, 2006. | ||
| Increasing the total return to shareholders through a combination of higher earnings per share, growth in book value and increasing dividends We do not announce annual targets for earnings per share or book value. Earnings results in 2006 are being tempered by the adoption of SFAS No. 123(R), which requires expensing the cost of associate stock options on our income statement. We continue to anticipate that stock option expense will reduce full-year earnings per share by approximately 8 cents. | |
Over the long term, we look for our earnings per share growth to outpace that of a peer group of national and regional property casualty insurance companies. Long-term book value growth should approximate that of our equity portfolio. The board of directors is committed to steadily increasing cash dividends and periodically authorizing stock dividends and splits. In February 2006, the board increased the indicated annual dividend rate for the 46th consecutive year, a record we believe is matched by only 11 other U.S. publicly traded corporations. | ||
Over the long-term, we also seek to increase earnings per share, book value and dividends at a rate that would allow long-term total return to our shareholders to exceed that of the Standard & Poors Composite 1500 Property Casualty Insurance Index. As provided in our 2006 Proxy Statement, over the five years ended December 31, 2005, our total return to shareholders of 40.9 percent matched the return on that Index. | ||
| Maintaining financial strength by keeping the ratio of debt to capital below 15 percent and purchasing reinsurance to provide investment flexibility Based on our present capital requirements, we do not anticipate a material increase in debt levels during 2006. CFC Investment Company, our commercial leasing and financing subsidiary, replaced $49 million of intercompany debt in May 2006 with borrowings against one of our short-term lines of credit. The additional borrowing raised our consolidated debt-to-capital ratio to 12.2 percent at June 30, 2006, from 11.3 percent at March 31, 2006. | |
In December 2005, we finalized our property casualty reinsurance program for 2006, updating it to maintain the balance between the cost of the program and the level of risk we retain. We now anticipate that under the new program, our 2006 reinsurance premiums are expected to be in the range of $9 million to $11 million lower than 2005, without taking into account the reinstatement premium we incurred in 2005. For more details on our reinsurance programs, please see our 2005 Annual Report on Form 10-K, Item 7, 2006 Reinsurance Programs, Page 68. | ||
Our property casualty and life operations are awarded insurer financial strength ratings. These ratings assess an insurers ability to meet its financial obligations to policyholders and do not necessarily address matters that may be important to shareholders. | ||
On July 25, 2006, Standard & Poors Ratings Services affirmed its AA- (Very Strong) financial strength and counterparty credit ratings on the property casualty group and The Cincinnati Life Insurance Company and its A (Strong) counterparty credit rating on Cincinnati Financial Corporation. At the same time, Standard & Poors revised its outlook on the company, our property casualty operating companies and Cincinnati Life to stable from negative. Standard & Poors said the revised outlook reflected the improved results on our homeowner book of business, as well as its view of our ability to benefit from corrective actions we have effected over recent years. Standard & Poors believes our unique approach to agency relationships should drive profitable growth even in a softer pricing environment. | ||
As reported in our 10-Q for the quarter ended March 31, 2006, on April 28, 2006, A.M. Best affirmed the financial strength rating (FSR) of A++ (Superior) for our property casualty group. A.M. Best also affirmed the senior debt ratings and issuer credit rating (ICR) of aa- of Cincinnati Financial Corporation. Additionally, A.M. Best affirmed the FSR of A+ (Superior) and the ICR of aa- of The Cincinnati Life |
18
Parent Company | Property Casualty | ||||||
Senior Debt | Insurance | Life Insurance | |||||
Rating | Subsidiaries | Subsidiary | |||||
Financial Strength Ratings: |
|||||||
A. M. Best Co. |
aa- | A++ | A+ | ||||
Fitch Ratings |
A+ | AA | AA | ||||
Moodys Investors Services |
A2 | Aa3 | | ||||
Standard & Poors Ratings Services |
A | AA- | AA- | ||||
| Commercial lines property casualty insurance | |
| Personal lines property casualty insurance | |
| Life insurance | |
| Investments operations |
19
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Written premiums |
$ | 814 | $ | 791 | 3.0 | $ | 1,643 | $ | 1,588 | 3.5 | ||||||||||||||
Earned premiums |
$ | 793 | $ | 765 | 3.7 | $ | 1,571 | $ | 1,518 | 3.5 | ||||||||||||||
Loss and loss expenses excluding catastrophes |
455 | 421 | 8.1 | 887 | 877 | 1.2 | ||||||||||||||||||
Catastrophe loss and loss expenses |
64 | 15 | 326.6 | 103 | 17 | 505.8 | ||||||||||||||||||
Commission expenses |
147 | 157 | (6.2 | ) | 305 | 299 | 1.8 | |||||||||||||||||
Underwriting expenses |
79 | 75 | 4.8 | 162 | 141 | 15.0 | ||||||||||||||||||
Policyholder dividends |
5 | 2 | 193.7 | 8 | 5 | 64.3 | ||||||||||||||||||
Underwriting profit |
$ | 43 | $ | 95 | (54.5 | ) | $ | 106 | $ | 179 | (41.1 | ) | ||||||||||||
Ratios as a percent of earned premiums: |
||||||||||||||||||||||||
Loss and loss expenses excluding catastrophes |
57.3 | % | 55.0 | % | 56.5 | % | 57.8 | % | ||||||||||||||||
Catastrophe loss and loss expenses |
8.0 | 2.0 | 6.5 | 1.1 | ||||||||||||||||||||
Loss and loss expenses |
65.3 | % | 57.0 | % | 63.0 | % | 58.9 | % | ||||||||||||||||
Commission expenses |
18.6 | 20.5 | 19.4 | 19.7 | ||||||||||||||||||||
Underwriting expenses |
9.9 | 9.8 | 10.4 | 9.3 | ||||||||||||||||||||
Policyholder dividends |
0.7 | 0.2 | 0.5 | 0.3 | ||||||||||||||||||||
Combined ratio |
94.5 | % | 87.5 | % | 93.3 | % | 88.2 | % | ||||||||||||||||
| Healthy premium growth Commercial lines net written premiums reached record levels for the three and six months ended June 30, 2006. That growth more than offset the anticipated declines in personal lines written premiums. Total new business written directly by agencies was $94 million and $81 million in the second quarters of 2006 and 2005, respectively, and $170 million and $152 million in the six months ended June 30, 2006 and 2005. Record levels of new commercial lines business in 2006 more than offset declines in new personal lines business. | |
| Change in loss and loss expense ratio excluding catastrophes For the three months ended June 30, 2006, both the commercial lines and personal lines ratios rose over the year-ago period due to an increase in new losses and case reserve increases greater than $250,000. For the six months ended June 30, 2006, the ratios improved due to the healthy results in the first quarter of 2006. The loss and loss expense ratio for the six months ended June 30, 2005, also included 1.5 percentage points from a single large loss that was insufficiently covered by our facultative reinsurance. | |
For the three months ended June 30, 2006, net savings from favorable development of prior period reserves lowered the loss and loss expense ratio by 2.2 percentage points compared with 5.8 percentage points in last years second quarter. Net development for the six months ended June 30, 2006, was insignificant. In the first six months of 2005, savings lowered the loss and loss expense ratio by 2.0 percentage points. The year-over-year differences largely related to development of commercial casualty losses, which can fluctuate due to the nature and size of commercial umbrella policies and limits. |
20
| Higher catastrophe losses Catastrophe losses for the three and six months ended June 30, 2006, were $64 million and $103 million, contributing 8.0 and 6.5 percentage points to the combined ratios. In the three and six months ended June 30, 2005, catastrophe losses were $15 million and $17 million, contributing 2.0 and 1.1 percentage points to the combined ratio. |
Loss Estimate | ||||||||||
Reported | (pretax, net of | |||||||||
Claims | reinsurance, | |||||||||
2006 Year-to-date Events | Dates | States Primarily Affected | (as of July 30) | as of June 30) | ||||||
Midwest tornadoes and
severe weather
|
March 11-13 | Arkansas, Illinois, Indiana, Kansas, Missouri, Oklahoma |
1,567 | $35 million | ||||||
Midwest wind and hail
|
April 2-3 | Arkansas, Illinois, Indiana, Kentucky, Missouri, Tennessee |
1,192 | $19 million | ||||||
Midwest wind and hail
|
April 6-8 | Alabama, Georgia, Indiana, Kansas, Kentucky, Nebraska, Ohio, Tennessee |
881 | $11 million | ||||||
Midwest wind and hail
|
April 13-15 | Illinois, Indiana, Iowa, Wisconsin | 2,578 | $27 million | ||||||
Midwest wind, hail and flood
|
June 18-22 | Indiana, Ohio, Wisconsin | 460 | $7 million | ||||||
East coast wind and flood
|
June 25-28 | Maryland, New York, Pennsylvania, Virginia |
52 | $3 million |
| Change in commission, underwriting and policyholder dividend expense ratio For the three months ended June 30, 2006, the total commission and underwriting expense ratio declined 1.3 percentage points, primarily due to lower contingent commission accruals. For the six months ended June 30, 2006, the ratio rose by 1.0 percentage points. The adoption of stock option expensing contributed 0.4 and 0.6 percentage points to the ratio in the three and six months ended June 30, 2006. |
| Premiums Commercial lines written and earned premiums rose in the three and six months ended June 30, 2006, due to our strong agency relationships, which promoted healthy new business growth and policyholder retention. The competitive pricing environment continues, but we are maintaining our underwriting discipline for both renewal and new business. | |
We believe that our written premium growth rate continues to exceed the average for the overall commercial lines industry, which A.M. Best estimates at 2.3 percent for full-year 2006. New commercial lines business written directly by agencies in the three months ended June 30, 2006, grew by 18.6 percent to a record $86 million from $72 million in the comparable 2005 period. New commercial lines business in the six months ended June 30, 2006, rose 15.1 percent to $156 million from $135 million in the comparable 2005 period. | ||
| Combined ratio Our commercial lines combined ratio remained very strong in the three and six months ended June 30, 2006, due to the higher rate levels of the past several years and continued emphasis on underwriting. The 5.5 and 4.3 percentage point increase in the ratio over the comparable 2005 periods primarily was due to the rise in the catastrophe loss ratio. As discussed below, other factors affecting the comparisons included higher new losses and case reserve increases greater than $250,000, changes in commission and underwriting expenses as well as the adoption of stock option expensing and a single large loss in last years first quarter. | |
The commercial lines statutory combined ratio was 89.6 percent and 88.6 percent for the three and six months ended June 30, 2006, compared with 83.9 percent and 84.6 percent for the comparable prior periods. Under statutory accounting principles, stock options expense is not included in the calculation of statutory income. |
21
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Written premiums |
$ | 603 | $ | 567 | 6.5 | $ | 1,271 | $ | 1,195 | 6.3 | ||||||||||||||
Earned premiums |
$ | 599 | $ | 563 | 6.5 | $ | 1,181 | $ | 1,114 | 6.1 | ||||||||||||||
Loss and loss expenses excluding catastrophes |
334 | 306 | 9.1 | 658 | 635 | 3.7 | ||||||||||||||||||
Catastrophe loss and loss expenses |
34 | 2 | 1,290.6 | 63 | 9 | 637.0 | ||||||||||||||||||
Commission expenses |
105 | 111 | (4.9 | ) | 222 | 215 | 3.4 | |||||||||||||||||
Underwriting expenses |
63 | 56 | 12.8 | 116 | 96 | 21.3 | ||||||||||||||||||
Policyholder dividends |
5 | 2 | 193.7 | 8 | 5 | 64.3 | ||||||||||||||||||
Underwriting profit |
$ | 58 | $ | 86 | (32.2 | ) | $ | 114 | $ | 154 | (26.8 | ) | ||||||||||||
Ratios as a percent of earned premiums: |
||||||||||||||||||||||||
Loss and loss expenses excluding catastrophes |
55.7 | % | 54.4 | % | 55.8 | % | 57.0 | % | ||||||||||||||||
Catastrophe loss and loss expenses |
5.6 | 0.4 | 5.3 | 0.8 | ||||||||||||||||||||
Loss and loss expenses |
61.3 | % | 54.8 | % | 61.1 | % | 57.8 | % | ||||||||||||||||
Commission expenses |
17.6 | 19.7 | 18.8 | 19.3 | ||||||||||||||||||||
Underwriting expenses |
10.5 | 10.0 | 9.8 | 8.6 | ||||||||||||||||||||
Policyholder dividends |
0.9 | 0.3 | 0.7 | 0.4 | ||||||||||||||||||||
Combined ratio |
90.3 | % | 84.8 | % | 90.4 | % | 86.1 | % | ||||||||||||||||
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Losses $1 million or more |
$ | 40 | $ | 26 | 55.5 | $ | 70 | $ | 68 | 1.8 | ||||||||||||||
Losses $250 thousand to $1 million |
39 | 29 | 34.2 | 67 | 51 | 32.6 | ||||||||||||||||||
Development and case reserve increases of $250 thousand or more |
45 | 38 | 18.6 | 90 | 67 | 33.1 | ||||||||||||||||||
Other losses excluding catastrophes |
146 | 151 | (3.2 | ) | 300 | 322 | (6.6 | ) | ||||||||||||||||
Total losses incurred excluding catastrophe losses |
270 | 244 | 10.8 | 527 | 508 | 3.7 | ||||||||||||||||||
Catastrophe losses |
34 | 2 | 1,291.2 | 63 | 9 | 637.1 | ||||||||||||||||||
Total losses incurred |
$ | 304 | $ | 246 | 23.2 | $ | 590 | $ | 517 | 14.1 | ||||||||||||||
Ratios as a percent of earned premiums: |
||||||||||||||||||||||||
Losses $1 million or more |
6.6 | % | 4.5 | % | 5.9 | % | 6.2 | % | ||||||||||||||||
Losses $250 thousand to $1 million |
6.5 | 5.2 | 5.7 | 4.6 | ||||||||||||||||||||
Development and case reserve increases of $250 thousand or more |
7.5 | 6.8 | 7.6 | 6.0 | ||||||||||||||||||||
Other losses excluding catastrophes |
24.5 | 26.9 | 25.5 | 28.9 | ||||||||||||||||||||
Loss ratio excluding catastrophe losses |
45.1 | 43.4 | 44.7 | 45.7 | ||||||||||||||||||||
Catastrophe losses |
5.6 | 0.4 | 5.3 | 0.8 | ||||||||||||||||||||
Total loss ratio |
50.7 | % | 43.8 | % | 50.0 | % | 46.5 | % | ||||||||||||||||
22
| Commercial property Commercial property insurance provides coverage for loss or damage to buildings, inventory and equipment caused by fire, wind, hail, water, theft and vandalism as well as business interruption resulting from a covered loss. Commercial property also includes crime insurance, which provides coverage for losses due to embezzlement or misappropriation of funds by an employee, and inland marine insurance, which provides coverage for a variety of mobile equipment, such as builders risk, contractors equipment, cargo and electronic data processing equipment. Various property coverages can be written as stand-alone policies or can be added to a package policy. The commercial property business line includes property coverage written on both a discounted and nondiscounted basis as part of commercial package policies. | |
| Commercial casualty Commercial casualty insurance provides coverage to businesses against third-party liability from accidents occurring on their premises or arising out of their operations, including coverage for injuries sustained from products sold as well as coverage for professional services, such as dental care. Specialized casualty policies may include coverage for employment practices liability (EPLI), which protects businesses against claims by employees that their legal rights as employees of the company have been violated, and other acts or failures to act under specified circumstances as well as excess insurance and umbrella liability, including personal umbrella written as an endorsement to commercial umbrella coverages. The commercial casualty business line includes liability coverage written on both a discounted and nondiscounted basis as part of commercial package policies. Our ceded participation in USAIG, a joint underwriting association, from 2003 and prior now is included in the commercial casualty business line. | |
| Specialty packages Specialty packages include coverages for property, liability and business interruption tailored to meet the needs of specific industry classes, such as artisan contractors, dentists, garage operators, financial institutions, metalworkers, printers, religious institutions, or smaller, main street businesses. Businessowner policies, which combine property, liability and business interruption coverages for small businesses, are included in specialty packages. | |
| Commercial auto Commercial auto coverages protect businesses against liability to others for both bodily injury and property damage, medical payments to insureds and occupants of their vehicles, physical damage to an insureds own vehicle from collision and various other perils, and damages caused by uninsured motorists. | |
| Workers compensation Workers compensation coverage protects employers against specified benefits payable under state or federal law for workplace injuries to employees. We write workers compensation coverage in all of our active states except North Dakota, Ohio and West Virginia, where coverage is provided solely by the state instead of by private insurers. | |
| Surety and executive risk This business line includes: |
23
| Contract and commercial surety bonds, which guarantee a payment or reimbursement for financial losses resulting from dishonesty, failure to perform and other acts. | ||
| Fidelity bonds, which cover losses that policyholders incur as a result of fraudulent acts by specified individuals or dishonest acts by employees. | ||
| Directors and officers liability insurance, which covers liability for alleged errors in judgment, breaches of duty and wrongful acts related to activities of for-profit or nonprofit organizations. Our directors and officers liability policy can optionally include EPLI coverage. | ||
| Employers liability insurance, which protects employers against employee injuries not covered under workers compensation law. |
| Machinery and equipment Specialized machinery and equipment coverage can provide protection for loss or damage to boilers and machinery, including production and computer equipment, from mechanical breakdown, steam explosion, or artificially generated electrical current. |
(Dollars in millions) | 2005-2004 | 2004-2003 | ||||||||||||||||||
Calendar year | 2005 | 2004 | 2003 | Change % | Change % | |||||||||||||||
Commercial property: |
||||||||||||||||||||
Written premiums |
$ | 476 | $ | 455 | $ | 430 | 4.5 | 6.0 | ||||||||||||
Earned premiums |
467 | 440 | 397 | 6.0 | 10.9 | |||||||||||||||
Loss and loss expenses incurred |
300 | 240 | 207 | 24.9 | 16.2 | |||||||||||||||
Loss and loss expense ratio |
64.2 | % | 54.5 | % | 52.0 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
49.3 | 42.1 | 44.5 | |||||||||||||||||
Commercial casualty: |
||||||||||||||||||||
Written premiums |
$ | 779 | $ | 708 | $ | 632 | 10.0 | 12.0 | ||||||||||||
Earned premiums |
759 | 686 | 582 | 10.7 | 17.7 | |||||||||||||||
Loss and loss expenses incurred |
302 | 321 | 416 | (5.9 | ) | (22.8 | ) | |||||||||||||
Loss and loss expense ratio |
39.8 | % | 46.8 | % | 71.4 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
39.8 | 46.8 | 71.4 | |||||||||||||||||
Specialty packages: |
||||||||||||||||||||
Written premiums |
$ | 138 | $ | 135 | $ | 134 | 2.1 | 0.8 | ||||||||||||
Earned premiums |
137 | 133 | 131 | 2.5 | 2.2 | |||||||||||||||
Loss and loss expenses incurred |
92 | 80 | 89 | 14.6 | (9.7 | ) | ||||||||||||||
Loss and loss expense ratio |
67.0 | % | 59.9 | % | 67.8 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
61.8 | 47.5 | 61.9 | |||||||||||||||||
Commercial auto: |
||||||||||||||||||||
Written premiums |
$ | 448 | $ | 458 | $ | 434 | (2.2 | ) | 5.5 | |||||||||||
Earned premiums |
457 | 450 | 419 | 1.5 | 7.4 | |||||||||||||||
Loss and loss expenses incurred |
274 | 236 | 240 | 16.3 | (1.8 | ) | ||||||||||||||
Loss and loss expense ratio |
60.1 | % | 52.4 | % | 57.3 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
60.0 | 52.1 | 56.4 | |||||||||||||||||
Workers compensation: |
||||||||||||||||||||
Written premiums |
$ | 338 | $ | 320 | $ | 304 | 5.4 | 5.3 | ||||||||||||
Earned premiums |
328 | 313 | 293 | 5.1 | 6.9 | |||||||||||||||
Loss and loss expenses incurred |
299 | 251 | 235 | 19.0 | 6.6 | |||||||||||||||
Loss and loss expense ratio |
90.9 | % | 80.3 | % | 80.5 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
90.9 | 80.3 | 80.5 | |||||||||||||||||
Surety and executive risk |
||||||||||||||||||||
Written premiums |
$ | 85 | $ | 85 | $ | 74 | (0.1 | ) | 14.4 | |||||||||||
Earned premiums |
80 | 80 | 65 | (0.8 | ) | 22.9 | ||||||||||||||
Loss and loss expenses incurred |
27 | 21 | 23 | 27.9 | (8.9 | ) | ||||||||||||||
Loss and loss expense ratio |
34.2 | % | 26.6 | % | 35.9 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
34.2 | 26.6 | 35.9 | |||||||||||||||||
Machinery and equipment: |
||||||||||||||||||||
Written premiums |
$ | 26 | $ | 25 | $ | 23 | 6.8 | 7.3 | ||||||||||||
Earned premiums |
26 | 24 | 21 | 8.0 | 12.0 | |||||||||||||||
Loss and loss expenses incurred |
6 | 5 | 8 | 17.1 | (41.6 | ) | ||||||||||||||
Loss and loss expense ratio |
22.4 | % | 20.6 | % | 39.6 | % | ||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
22.5 | 20.2 | 39.6 | |||||||||||||||||
24
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Commercial property: |
||||||||||||||||||||||||
Written premiums |
$ | 122 | $ | 122 | (0.0 | ) | $ | 256 | $ | 248 | 2.9 | |||||||||||||
Earned premiums |
123 | 118 | 4.3 | 244 | 234 | 4.4 | ||||||||||||||||||
Loss and loss expenses incurred |
69 | 50 | 37.3 | 156 | 130 | 20.7 | ||||||||||||||||||
Loss and loss expense ratio |
55.8 | % | 42.4 | % | 64.2 | % | 55.5 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
39.9 | 41.2 | 44.9 | 52.9 | ||||||||||||||||||||
Commercial casualty: |
||||||||||||||||||||||||
Written premiums |
$ | 209 | $ | 193 | 8.5 | $ | 437 | $ | 409 | 6.8 | ||||||||||||||
Earned premiums |
208 | 192 | 8.3 | 405 | 375 | 8.1 | ||||||||||||||||||
Loss and loss expenses incurred |
108 | 104 | 3.3 | 209 | 199 | 5.1 | ||||||||||||||||||
Loss and loss expense ratio |
51.8 | % | 54.3 | % | 51.6 | % | 53.0 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
51.8 | 54.3 | 51.6 | 53.0 | ||||||||||||||||||||
Specialty packages: |
||||||||||||||||||||||||
Written premiums |
$ | 34 | $ | 34 | 0.1 | $ | 74 | $ | 71 | 4.4 | ||||||||||||||
Earned premiums |
35 | 34 | 2.2 | 71 | 68 | 4.0 | ||||||||||||||||||
Loss and loss expenses incurred |
29 | 20 | 46.7 | 52 | 49 | 5.0 | ||||||||||||||||||
Loss and loss expense ratio |
82.1 | % | 57.2 | % | 73.1 | % | 72.4 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
52.9 | 55.4 | 56.9 | 69.3 | ||||||||||||||||||||
Commercial auto: |
||||||||||||||||||||||||
Written premiums |
$ | 115 | $ | 111 | 2.8 | $ | 240 | $ | 233 | 2.8 | ||||||||||||||
Earned premiums |
112 | 112 | (0.3 | ) | 224 | 225 | (0.4 | ) | ||||||||||||||||
Loss and loss expenses incurred |
64 | 68 | (5.5 | ) | 129 | 133 | (3.3 | ) | ||||||||||||||||
Loss and loss expense ratio |
57.0 | % | 60.2 | % | 57.4 | % | 59.0 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
53.9 | 59.9 | 55.5 | 58.9 | ||||||||||||||||||||
Workers compensation: |
||||||||||||||||||||||||
Written premiums |
$ | 91 | $ | 83 | 9.7 | $ | 203 | $ | 183 | 11.0 | ||||||||||||||
Earned premiums |
90 | 82 | 9.7 | 178 | 161 | 10.5 | ||||||||||||||||||
Loss and loss expenses incurred |
75 | 63 | 18.3 | 144 | 124 | 16.3 | ||||||||||||||||||
Loss and loss expense ratio |
83.1 | % | 77.0 | % | 80.8 | % | 76.8 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
83.1 | 77.0 | 80.8 | 76.8 | ||||||||||||||||||||
Surety and executive risk: |
||||||||||||||||||||||||
Written premiums |
$ | 24 | $ | 18 | 33.5 | $ | 46 | $ | 38 | 20.6 | ||||||||||||||
Earned premiums |
24 | 19 | 24.8 | 45 | 38 | 16.6 | ||||||||||||||||||
Loss and loss expenses incurred |
21 | 1 | 1,406.2 | 27 | 7 | 313.3 | ||||||||||||||||||
Loss and loss expense ratio |
89.6 | % | 7.4 | % | 60.1 | % | 16.9 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
89.6 | 7.4 | 60.1 | 16.9 | ||||||||||||||||||||
Machinery and equipment: |
||||||||||||||||||||||||
Written premiums |
$ | 8 | $ | 6 | 23.5 | $ | 15 | $ | 13 | 13.0 | ||||||||||||||
Earned premiums |
7 | 6 | 7.0 | 14 | 13 | 4.7 | ||||||||||||||||||
Loss and loss expenses incurred |
2 | 2 | 20.2 | 4 | 2 | 70.5 | ||||||||||||||||||
Loss and loss expense ratio |
27.0 | % | 24.1 | % | 29.6 | % | 18.1 | % | ||||||||||||||||
Loss and loss expense ratio
excluding catastrophes |
27.0 | 24.1 | 29.5 | 18.3 | ||||||||||||||||||||
25
26
| Premiums As discussed in our 2005 Annual Report on Form 10-K, a variety of market- and company-specific factors have caused personal lines written premiums to decline on a year-over-year basis for the past four quarters, and earned premiums now are reflecting the written premium trend. The same factors have had an impact on new personal lines business. Personal lines new business premiums written directly by agencies were $8 million and $14 million in the three and six months ended June 30, 2006, compared with $9 million and $17 million in the three and six months ended June 30, 2005. | |
| Combined ratio Our personal lines combined ratio in the three and six months ended June 30, 2006, rose primarily due to higher catastrophe losses. As discussed below, other factors affecting the comparisons included higher losses in the other personal business line due to higher personal umbrella liability and dwelling fire losses, changes in commission and underwriting expenses as well as the adoption of stock option expensing. | |
Our personal lines statutory combined ratio was 106.4 percent and 101.6 percent in the three and six months ended June 30, 2006, compared with 93.6 percent in the comparable prior periods. Under statutory accounting principles, stock options expense is not included in the calculation of statutory income. |
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Written premiums |
$ | 211 | $ | 224 | (5.9 | ) | $ | 372 | $ | 393 | (5.1 | ) | ||||||||||||
Earned premiums |
$ | 194 | $ | 202 | (4.1 | ) | $ | 390 | $ | 404 | (3.6 | ) | ||||||||||||
Loss and loss expenses excluding catastrophes |
121 | 115 | 5.2 | 229 | 242 | (5.4 | ) | |||||||||||||||||
Catastrophe loss and loss expenses |
30 | 13 | 142.1 | 40 | 8 | 373.5 | ||||||||||||||||||
Commission expenses |
42 | 46 | (9.1 | ) | 83 | 84 | (2.1 | ) | ||||||||||||||||
Underwriting expenses |
16 | 19 | (18.5 | ) | 46 | 45 | 1.7 | |||||||||||||||||
Underwriting profit (loss) |
$ | (15 | ) | $ | 9 | nm | $ | (8 | ) | $ | 25 | nm | ||||||||||||
Ratios as a percent of earned premiums: |
||||||||||||||||||||||||
Loss and loss expenses excluding catastrophes |
62.3 | % | 56.7 | % | 58.7 | % | 59.8 | % | ||||||||||||||||
Catastrophe loss and loss expenses |
15.6 | 6.2 | 10.3 | 2.1 | ||||||||||||||||||||
Loss and loss expenses |
77.9 | % | 62.9 | % | 69.0 | % | 61.9 | % | ||||||||||||||||
Commission expenses |
21.7 | 22.9 | 21.2 | 20.9 | ||||||||||||||||||||
Underwriting expenses |
8.0 | 9.5 | 11.8 | 11.2 | ||||||||||||||||||||
Combined ratio |
107.6 | % | 95.3 | % | 102.0 | % | 94.0 | % | ||||||||||||||||
27
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Losses $1 million or more |
$ | 6 | $ | 2 | 192.6 | $ | 9 | $ | 2 | 295.4 | ||||||||||||||
Losses $250 thousand to $1 million |
9 | 8 | 15.2 | 19 | 18 | 5.7 | ||||||||||||||||||
Development and case reserve increases of $250 thousand or more |
7 | 2 | 221.4 | 12 | 9 | 40.1 | ||||||||||||||||||
Other losses excluding catastrophes |
83 | 89 | (5.3 | ) | 158 | 183 | (13.7 | ) | ||||||||||||||||
Total losses incurred excluding catastrophe losses |
105 | 101 | 5.5 | 198 | 212 | (6.5 | ) | |||||||||||||||||
Catastrophe losses |
30 | 13 | 142.1 | 40 | 8 | 373.5 | ||||||||||||||||||
Total losses incurred |
$ | 135 | $ | 114 | 20.7 | $ | 238 | $ | 220 | 8.1 | ||||||||||||||
Ratios as a percent of earned premiums: |
||||||||||||||||||||||||
Losses $1 million or more |
3.5 | % | 1.2 | % | 2.3 | % | 0.6 | % | ||||||||||||||||
Losses $250 thousand to $1 million |
4.4 | 3.7 | 4.9 | 4.5 | ||||||||||||||||||||
Development and case reserve increases of $250 thousand or more |
3.5 | 1.0 | 3.1 | 2.1 | ||||||||||||||||||||
Other losses excluding catastrophes |
43.0 | 43.5 | 40.5 | 45.2 | ||||||||||||||||||||
Loss ratio excluding catastrophe losses |
54.4 | 49.4 | 50.8 | 52.4 | ||||||||||||||||||||
Catastrophe losses |
15.6 | 6.2 | 10.3 | 2.1 | ||||||||||||||||||||
Total loss ratio |
70.0 | % | 55.6 | % | 61.1 | % | 54.5 | % | ||||||||||||||||
28
(Dollars in millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Homeowner: |
||||||||||||||||||||||||
Written premiums |
$ | 83 | $ | 81 | 1.8 | $ | 144 | $ | 140 | 3.1 | ||||||||||||||
Earned premiums |
74 | 70 | 4.6 | 146 | 139 | 4.8 | ||||||||||||||||||
Loss and loss expenses incurred |
68 | 53 | 28.5 | 115 | 98 | 17.3 | ||||||||||||||||||
Loss and loss expense ratio |
93.1 | % | 75.8 | % | 78.6 | % | 70.2 | % | ||||||||||||||||
Loss and loss expense ratio excluding catastrophes |
60.0 | 61.2 | 56.5 | 65.9 | ||||||||||||||||||||
Personal auto: |
||||||||||||||||||||||||
Written premiums |
$ | 104 | $ | 119 | (12.3 | ) | $ | 184 | $ | 208 | (11.9 | ) | ||||||||||||
Earned premiums |
98 | 110 | (11.0 | ) | 199 | 221 | (10.2 | ) | ||||||||||||||||
Loss and loss expenses incurred |
65 | 66 | (2.2 | ) | 125 | 133 | (6.1 | ) | ||||||||||||||||
Loss and loss expense ratio |
65.8 | % | 59.9 | % | 62.9 | % | 60.1 | % | ||||||||||||||||
Loss and loss expense ratio excluding catastrophes |
62.2 | 58.8 | 60.7 | 59.5 | ||||||||||||||||||||
Other personal: |
||||||||||||||||||||||||
Written premiums |
$ | 24 | $ | 24 | (3.0 | ) | $ | 44 | $ | 45 | (2.4 | ) | ||||||||||||
Earned premiums |
22 | 22 | (0.2 | ) | 45 | 44 | (0.0 | ) | ||||||||||||||||
Loss and loss expenses incurred |
18 | 9 | 110.6 | 29 | 19 | 54.0 | ||||||||||||||||||
Loss and loss expense ratio |
80.9 | % | 38.3 | % | 64.2 | % | 41.7 | % | ||||||||||||||||
Loss and loss expense ratio excluding catastrophes |
70.1 | 37.3 | 56.8 | 39.2 | ||||||||||||||||||||
| Continued decline in written premium growth rate We are working on a number of initiatives to make our rates competitive. Effective July 1, we introduced a limited program of policy credits that incorporate insurance scores into the pricing of our homeowner policies in most of the states in which our Diamond system is in use. These changes will lower premiums for some current policyholders, but may contribute to higher levels of new business growth by making our rates more competitive for our agents better customers. | |
| Higher-than-anticipated level of catastrophe losses Our performance target projects catastrophe losses as a percent of homeowner earned premium would be in the range of 17 percent. From 2003 to 2005, catastrophe losses have averaged approximately 21 percent of homeowner earned premiums due to higher-than-normal storm activity. | |
| Higher-than-anticipated commission and underwriting expenses We generally do not allocate noncommission expenses to individual business lines. To measure homeowner profitability, our target assumes that total commission and underwriting expenses would contribute approximately 31 percentage points to a homeowner combined ratio, including option expense. If written premium growth slows further, this ratio may be greater than 31 percent because some of our costs are relatively fixed, such as our planned investments in technology. |
29
| Competitive rates We are implementing rate changes to make our personal auto and homeowner rates competitive. While these pricing refinements will lower premiums for some policyholders, we believe they present an opportunity to work with our agents to market the advantages of our personal lines products to their preferred clients, which could help us resume growing in this business segment. | |
| Diamond introduction By year-end 2006, the Diamond system is expected to be in use by agencies writing approximately 90 percent of personal lines premium volume. We believe the system makes it easier for agents to place homeowner, personal auto and other personal lines business with us, while providing direct-bill capabilities and greatly increasing policy-issuance and policy-renewal efficiencies. Agents using Diamond chose direct bill for 42 percent and headquarters printing for 80 percent of policy transactions in the first six months of 2006, options that generally were not available on our previous system. | |
| New agencies We are working to increase the number of agencies that offer our personal lines products, which also could contribute to personal lines growth. Our personal lines team is working closely with our field associates to introduce the benefits of our personal lines products to newly appointed agencies and to selected agencies that currently offer only our commercial lines products. |
| Revenues Earned premiums reflected continued growth of gross in-force policy face amounts to $54.330 billion at June 30, 2006, up from $51.493 billion at year-end 2005. Our life insurance subsidiary reported total statutory net written premiums of $41 million and $81 million in the three and six months ended June 30, 2006, compared with $54 million and $107 million in the comparable 2005 periods. The change primarily was due to: |
| Statutory written premiums for term and other life insurance products rose 10.7 percent to $33 million for the three months ended June 30, 2006, and rose 12.4 percent to $62 million for the six months ended June 30, 2006. | ||
| Statutory written annuity premiums declined to $8 million and $17 million in the three and six months ended June 30, 2006, from $23 million and $50 million in the comparable 2005 periods. |
30
Total statutory written premiums for life insurance operations for all periods include life insurance, annuity and accident and health premiums. | ||
| Profitability The life insurance segment reports a small GAAP profit because investment income is included in investment segment results, except investment income credited to contract holders (interest assumed in life insurance policy reserve calculations). The segment operating profit declined in the three and six months ended June 30, 2006, due to: |
| Higher mortality expenses compared with the year-earlier periods, however, mortality experience remained within pricing guidelines. | ||
| Adoption of stock option expensing, which added approximately $300,000 and $700,000, respectively, to other operating expenses. |
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Written premiums |
$ | 41 | $ | 54 | (23.5 | ) | $ | 81 | $ | 107 | (24.0 | ) | ||||||||||||
Earned premiums |
$ | 29 | $ | 29 | 1.8 | $ | 56 | $ | 53 | 5.7 | ||||||||||||||
Separate account investment management fees |
1 | 1 | 25.0 | 2 | 2 | 13.2 | ||||||||||||||||||
Total revenues |
30 | 30 | 2.4 | 58 | 55 | 5.9 | ||||||||||||||||||
Contract holders benefits incurred |
28 | 26 | 10.3 | 59 | 50 | 18.0 | ||||||||||||||||||
Investment interest credited to contract holders |
(13 | ) | (13 | ) | 4.8 | (27 | ) | (25 | ) | 7.3 | ||||||||||||||
Expenses incurred |
13 | 14 | (4.8 | ) | 24 | 25 | (5.6 | ) | ||||||||||||||||
Total expenses |
28 | 27 | 4.8 | 56 | 50 | 11.4 | ||||||||||||||||||
Life insurance segment profit |
$ | 2 | $ | 3 | (22.5 | ) | $ | 2 | $ | 5 | (53.6 | ) | ||||||||||||
31
| Investment income Consolidated pretax investment income rose 10.4 percent and 9.7 percent in the three and six months ended June 30, 2006. The growth in investment income reflected the strong cash flow for new investments, higher interest income from the growing fixed-maturity portfolio and increased dividend income from the common stock portfolio. In addition, proceeds from the sale of the ALLTEL holding that were used to make the applicable tax payments in June 2006 were invested in short-term instruments that generated approximately $2 million and $5 million in interest income in the three and six months ended June 30, 2006. | |
While increasing, dividend income has slightly declined as a percent of total investment income primarily due to the allocation of a larger portion of cash flow for fixed-maturity investments over the past two years. Fifth Third, our largest equity holding, contributed 44.5 percent and 44.7 percent of total dividend income in the three and six months ended June 30, 2006. We discuss our Fifth Third investment in Item 3, Quantitative and Qualitative Disclosures About Market Risk, Page 36. | ||
We have begun participating in a securities lending program under which certain fixed maturity securities from our investment portfolio are loaned to other institutions for short periods of time. We require collateral equal to 102 percent of the market value of the loaned securities. The lending agent invests the collateral in accordance with our guidelines. In the three and six months ended June 30, 2006, the program generated net investment income, net of applicable fees, of $152,000 and $275,000. Based on terms of the agreement, we have the right to sell or re-pledge the collateral in the event of a default by the borrower. At June 30, 2006, the amount of collateral held was $898 million. | ||
| Net realized gains and losses We reported pretax realized gains of $10 million and $669 million in the three and six months ended June 30, 2006. The previously announced sale of our holdings of ALLTEL common stock accounted for $647 million of the realized gain in the six-month period. The effect of other-than-temporary impairment charges and fair value changes due to the application of SFAS No. 133 was insignificant. We reported a net realized gain in the three and six months ended June 30, 2005, primarily due to realized gains from investment sales. |
(In millions) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
2006 | 2005 | Change % | 2006 | 2005 | Change % | |||||||||||||||||||
Investment income: |
||||||||||||||||||||||||
Interest |
$ | 77 | $ | 70 | 9.2 | $ | 151 | $ | 138 | 9.3 | ||||||||||||||
Dividends |
65 | 59 | 11.2 | 127 | 117 | 8.8 | ||||||||||||||||||
Other |
3 | 2 | 56.0 | 7 | 4 | 58.2 | ||||||||||||||||||
Investment expenses |
(2 | ) | (2 | ) | (50.7 | ) | (4 | ) | (3 | ) | (30.2 | ) | ||||||||||||
Total net investment income |
143 | 129 | 10.4 | 281 | 256 | 9.7 | ||||||||||||||||||
Investment interest credited to contract holders |
(13 | ) | (13 | ) | 4.8 | (27 | ) | (25 | ) | 7.3 | ||||||||||||||
Net realized investment gains and losses: |
||||||||||||||||||||||||
Realized investment gains and losses |
10 | 13 | (17.5 | ) | 669 | 29 | 2,223.3 | |||||||||||||||||
Change in valuation of embedded derivatives |
1 | 0 | 10.1 | 3 | (7 | ) | 152.3 | |||||||||||||||||
Other-than-temporary impairment charges |
0 | 0 | 100.0 | (1 | ) | 0 | (64.9 | ) | ||||||||||||||||
Net realized investment gains (losses) |
11 | 13 | (12.3 | ) | 671 | 22 | 2,996.7 | |||||||||||||||||
Investment operations income |
$ | 141 | $ | 129 | 8.7 | $ | 925 | $ | 253 | 266.1 | ||||||||||||||
32
(In millions) | Six months ended June 30, | |||||||
2006 | 2005 | |||||||
Premiums collected |
$ | 1,625 | $ | 1,637 | ||||
Loss and loss expenses paid |
(913 | ) | (839 | ) | ||||
Commissions and other underwriting expenses paid |
(562 | ) | (540 | ) | ||||
Insurance subsidiary cash flow from underwriting |
150 | 258 | ||||||
Investment income received |
233 | 206 | ||||||
Insurance subsidiary operating cash flow |
$ | 383 | $ | 464 | ||||
33
| Fixed maturities Including calls, maturities and sales, fixed-maturity dispositions were approximately $216 million. | |
| Equity securities Total equity security sales were $884 million. We sold the remaining 12,700,164 shares of our ALLTEL common stock holding, generating proceeds of $764 million, in the first quarter of 2006. (We sold 475,000 shares of our ALLTEL holding in the fourth quarter of 2005.) |
34
| Dividends to shareholders In February 2006, the board of directors authorized a 9.8 percent increase in the regular quarterly cash dividend to an indicated annual rate of $1.34 per share. During the first six months of 2006, $112 million was used for dividends to shareholders. | |
| Common stock repurchase During the first six months of 2006, we used $88 million to repurchase 2.0 million shares of our common stock at an average price of $44.15. The details of the 2006 repurchase activity are described in Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, Page 41. | |
In 2005, the board authorized a 10 million share repurchase program to replace a program authorized in 1999. At June 30, 2006, 7.466 million shares remained authorized for repurchase under the 2005 program. We do not adjust number of shares repurchased and average price per repurchased share for stock dividends. |
(In millions) | Loss reserves | Loss | Total | |||||||||||||||||
Case | IBNR | expense | gross | Percent | ||||||||||||||||
reserves | reserves | reserves | reserves | of total | ||||||||||||||||
At June 30, 2006 |
||||||||||||||||||||
Commercial property |
$ | 145 | $ | 31 | $ | 38 | $ | 214 | 6.4 | % | ||||||||||
Commercial casualty |
903 | 460 | 435 | 1,798 | 54.3 | |||||||||||||||
Specialty packages |
73 | 2 | 11 | 86 | 2.6 | |||||||||||||||
Commercial auto |
260 | 57 | 65 | 382 | 11.6 | |||||||||||||||
Workers compensation |
320 | 325 | 86 | 731 | 22.1 | |||||||||||||||
Surety and executive risk |
60 | 0 | 35 | 95 | 2.8 | |||||||||||||||
Machinery and equipment |
2 | 3 | 0 | 5 | 0.2 | |||||||||||||||
Total |
$ | 1,763 | $ | 878 | $ | 670 | $ | 3,311 | 100.0 | % | ||||||||||
At December 31, 2005 |
||||||||||||||||||||
Commercial property |
$ | 135 | $ | 40 | $ | 36 | $ | 211 | 6.6 | % | ||||||||||
Commercial casualty |
859 | 451 | 423 | 1,733 | 54.6 | |||||||||||||||
Specialty packages |
63 | 0 | 12 | 75 | 2.4 | |||||||||||||||
Commercial auto |
268 | 55 | 65 | 388 | 12.2 | |||||||||||||||
Workers compensation |
283 | 333 | 79 | 695 | 21.9 | |||||||||||||||
Surety and executive risk |
36 | 0 | 32 | 68 | 2.1 | |||||||||||||||
Machinery and equipment |
3 | 3 | 0 | 6 | 0.2 | |||||||||||||||
Total |
$ | 1,647 | $ | 882 | $ | 647 | $ | 3,176 | 100.0 | % | ||||||||||
35
(In millions) | Loss reserves | Loss | Total | |||||||||||||||||
Case | IBNR | expense | gross | Percent | ||||||||||||||||
reserves | reserves | reserves | reserves | of total | ||||||||||||||||
At June 30, 2006 |
||||||||||||||||||||
Personal auto |
$ | 166 | $ | 6 | $ | 35 | $ | 207 | 46.2 | % | ||||||||||
Homeowners |
69 | 16 | 18 | 103 | 22.9 | |||||||||||||||
Other personal |
58 | 69 | 12 | 139 | 30.9 | |||||||||||||||
Total |
$ | 293 | $ | 91 | $ | 65 | $ | 449 | 100.0 | % | ||||||||||
At December 31, 2005 |
||||||||||||||||||||
Personal auto |
$ | 175 | $ | 4 | $ | 34 | $ | 213 | 47.1 | % | ||||||||||
Homeowners |
70 | 21 | 18 | 109 | 24.0 | |||||||||||||||
Other personal |
52 | 67 | 12 | 131 | 28.9 | |||||||||||||||
Total |
$ | 297 | $ | 92 | $ | 64 | $ | 453 | 100.0 | % | ||||||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
36
(In millions) | At June 30, 2006 | At December 31, 2005 | ||||||||||||||
Book value | Fair value | Book value | Fair value | |||||||||||||
Taxable fixed maturities |
$ | 3,402 | $ | 3,352 | $ | 3,304 | $ | 3,359 | ||||||||
Tax-exempt fixed maturities |
2,299 | 2,277 | 2,083 | 2,117 | ||||||||||||
Common equities |
2,311 | 6,611 | 1,961 | 6,936 | ||||||||||||
Preferred equities |
221 | 219 | 167 | 170 | ||||||||||||
Short-term investments |
0 | 0 | 75 | 75 | ||||||||||||
Total |
$ | 8,233 | $ | 12,459 | $ | 7,590 | $ | 12,657 | ||||||||
(In millions) | Fair value | Modified duration | Duration to worst | |||||||||||||||||
of fixed | 100 basis | 100 basis | 100 basis | 100 basis | ||||||||||||||||
maturity | point spread | point spread | point spread | point spread | ||||||||||||||||
portfolio | decrease | increase | decrease | increase | ||||||||||||||||
At June 30, 2006 |
$ | 5,629 | $ | 6,015 | $ | 5,243 | $ | 5,968 | $ | 5,290 | ||||||||||
At December 31, 2005 |
5,476 | 5,868 | 5,084 | 5,779 | 5,173 | |||||||||||||||
37
(Dollars in millions) | As of and for the quarter ended June 30, 2006 | |||||||||||||||
Actual | Fair | Percent of | Earned dividend | |||||||||||||
cost | value | fair value | income | |||||||||||||
Fifth Third Bancorp |
$ | 283 | $ | 2,689 | 40.6 | % | $ | 57 | ||||||||
ExxonMobil Corporation |
134 | 550 | 8.3 | 6 | ||||||||||||
The Procter & Gamble Company |
192 | 406 | 6.1 | 4 | ||||||||||||
National City Corporation |
172 | 355 | 5.4 | 7 | ||||||||||||
PNC Financial Services Group, Inc. |
62 | 330 | 5.0 | 5 | ||||||||||||
Johnson & Johnson |
194 | 216 | 3.3 | 2 | ||||||||||||
U.S. Bancorp |
140 | 206 | 3.1 | 4 | ||||||||||||
Wyeth |
62 | 197 | 3.0 | 2 | ||||||||||||
AllianceBernstein Holding L.P. |
53 | 195 | 2.9 | 6 | ||||||||||||
Wells Fargo & Company |
96 | 182 | 2.8 | 3 | ||||||||||||
Piedmont Natural Gas Company, Inc. |
64 | 137 | 2.1 | 3 | ||||||||||||
FirstMerit Corporation |
54 | 112 | 1.7 | 3 | ||||||||||||
Sky Financial Group, Inc. |
91 | 110 | 1.7 | 2 | ||||||||||||
All other common stock holdings |
714 | 926 | 14.0 | 14 | ||||||||||||
Total |
$ | 2,311 | $ | 6,611 | 100.0 | % | $ | 118 | ||||||||
38
(In millions except market price data) | Six months ended June 30, | |||||||
2006 | 2005 | |||||||
Fifth Third Bancorp common stock holding: |
||||||||
Dividends earned |
$ | 57 | $ | 51 | ||||
Percent of total net investment income |
20.2 | % | 19.9 | % | ||||
At June 30, | At December 31, | |||||||
2006 | 2005 | |||||||
Shares held |
73 | 73 | ||||||
Closing market price of Fifth Third |
$ | 36.95 | $ | 37.72 | ||||
Book value of holding |
283 | 283 | ||||||
Fair value of holding |
2,689 | 2,745 | ||||||
After-tax unrealized gain |
1,564 | 1,600 | ||||||
Market value as a percent of total equity investments |
39.4 | % | 38.6 | % | ||||
Market value as a percent of invested assets |
21.5 | 21.6 | ||||||
Market value as a percent of total shareholders equity |
44.3 | 45.1 | ||||||
After-tax unrealized gain as a percent of total shareholders equity |
25.8 | 26.3 | ||||||
| 1,150 of these holdings were trading between 90 percent and 100 percent of book value. The value of these securities fluctuates primarily because of changes in interest rates. The fair value of these 1,150 securities was $4.012 billion at June 30, 2006, and they accounted for $162 million in unrealized losses. | |
| 26 of these holdings were trading between 70 percent and 90 percent of book value at June 30, 2006. The fair value of these holdings was $166 million, and they accounted for the remaining $25 million in unrealized losses. These holdings are being monitored for credit- and industry-related risk factors, but we believe the changes in value primarily are due to normal fluctuations and economic factors. | |
Of these securities, five are common or preferred stocks in a variety of industries with market values between 80 percent and 90 percent of book value at June 30, 2006. The fair value of these five securities was $87 million and they accounted for $12 million of unrealized losses. The remaining 21 are fixed-maturity securities with a total fair value of $79 million. Only one of the 26 holdings was trading |
39
between 75 percent and 80 percent of book value and no holdings are trading between 70 percent and 75 of book value. | ||
| No holdings were trading below 70 percent of book value at June 30, 2006. |
(Dollars in millions) | Gross | Gross | ||||||||||||||||||
Number | unrealized | investment | ||||||||||||||||||
of issues | Book value | Fair value | gain/loss | income | ||||||||||||||||
At June 30, 2006 |
||||||||||||||||||||
Portfolio summary: |
||||||||||||||||||||
Trading below 70% of book value |
0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Trading at 70% to less than 100% of book value |
1,176 | 4,365 | 4,178 | (187 | ) | 97 | ||||||||||||||
Trading at 100% and above of book value |
747 | 3,868 | 8,281 | 4,413 | 173 | |||||||||||||||
Securities sold in current year |
0 | 0 | 0 | 0 | 8 | |||||||||||||||
Total |
1,923 | $ | 8,233 | $ | 12,459 | $ | 4,226 | $ | 278 | |||||||||||
At December 31, 2005 |
||||||||||||||||||||
Portfolio summary: |
||||||||||||||||||||
Trading below 70% of book value |
2 | $ | 12 | $ | 8 | $ | (4 | ) | $ | 1 | ||||||||||
Trading at 70% to less than 100% of book value |
730 | 2,894 | 2,820 | (74 | ) | 118 | ||||||||||||||
Trading at 100% and above of book value |
1,082 | 4,684 | 9,829 | 5,145 | 387 | |||||||||||||||
Securities sold in current year |
0 | 0 | 0 | 0 | 18 | |||||||||||||||
Total |
1,814 | $ | 7,590 | $ | 12,657 | $ | 5,067 | $ | 524 | |||||||||||
(Dollars in millions) | 6 Months or less | > 6 - 12 Months | > 12 - 24 Months | > 24 - 36 Months | ||||||||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||||||||||
Number of | unrealized | Number of | unrealized | Number of | unrealized | Number of | unrealized | |||||||||||||||||||||||||
issues | gain/loss | issues | gain/loss | issues | gain/loss | issues | gain/loss | |||||||||||||||||||||||||
Taxable fixed maturities: |
||||||||||||||||||||||||||||||||
Trading below 70% of book value |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||||||||||
Trading at 70% to less than 100% of
book value |
163 | (21 | ) | 164 | (50 | ) | 68 | (23 | ) | 33 | (19 | ) | ||||||||||||||||||||
Trading at 100% and above of book value |
15 | 1 | 6 | 1 | 6 | 3 | 286 | 58 | ||||||||||||||||||||||||
Total |
178 | (20 | ) | 170 | (49 | ) | 74 | (20 | ) | 319 | 39 | |||||||||||||||||||||
Tax-exempt fixed maturities: |
||||||||||||||||||||||||||||||||
Trading below 70% of book value |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trading at 70% to less than 100% of
book value |
293 | (11 | ) | 357 | (28 | ) | 45 | (7 | ) | 21 | (3 | ) | ||||||||||||||||||||
Trading at 100% and above of book value |
14 | 0 | 1 | 0 | 9 | 0 | 359 | 28 | ||||||||||||||||||||||||
Total |
307 | (11 | ) | 358 | (28 | ) | 54 | (7 | ) | 380 | 25 | |||||||||||||||||||||
Common equities: |
||||||||||||||||||||||||||||||||
Trading below 70% of book value |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trading at 70% to less than 100% of
book value |
3 | (8 | ) | 1 | 0 | 2 | (9 | ) | 0 | 0 | ||||||||||||||||||||||
Trading at 100% and above of book value |
7 | 187 | 1 | 7 | 3 | 2 | 31 | 4,121 | ||||||||||||||||||||||||
Total |
10 | 179 | 2 | 7 | 5 | (7 | ) | 31 | 4,121 | |||||||||||||||||||||||
Preferred equities: |
||||||||||||||||||||||||||||||||
Trading below 70% of book value |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trading at 70% to less than 100% of
book value |
21 | (5 | ) | 4 | (2 | ) | 0 | 0 | 1 | (1 | ) | |||||||||||||||||||||
Trading at 100% and above of book value |
2 | 0 | 2 | 0 | 3 | 0 | 2 | 5 | ||||||||||||||||||||||||
Total |
23 | (5 | ) | 6 | (2 | ) | 3 | 0 | 3 | 4 | ||||||||||||||||||||||
Summary: |
||||||||||||||||||||||||||||||||
Trading below 70% of book value |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trading at 70% to less than 100% of
book value |
480 | (45 | ) | 526 | (80 | ) | 115 | (39 | ) | 55 | (23 | ) | ||||||||||||||||||||
Trading at 100% and above of book value |
38 | 188 | 10 | 8 | 21 | 5 | 678 | 4,212 | ||||||||||||||||||||||||
Total |
518 | $ | 143 | 536 | $ | (72 | ) | 136 | $ | (34 | ) | 733 | $ | 4,189 | ||||||||||||||||||
Item 4. | Controls and Procedures |
40
| that information required to be disclosed in the companys reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and | |
| that such information is accumulated and communicated to the companys management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. |
41
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Total number of | Maximum number of | |||||||||||||||
shares purchased as | shares that may yet | |||||||||||||||
part of publicly | be purchased under | |||||||||||||||
Total number of | Average price | announced plans or | the plans or | |||||||||||||
Month | shares purchased | paid per share | programs | programs | ||||||||||||
January 1-31, 2006 |
0 | $ | 0.00 | 0 | 9,466,035 | |||||||||||
February 1-28, 2006 |
537,322 | 44.12 | 537,322 | 8,928,713 | ||||||||||||
March 1-31, 2006 |
1,312,678 | 43.96 | 1,312,678 | 7,616,035 | ||||||||||||
April 1-30, 2006 |
0 | 0.00 | 0 | 7,616,035 | ||||||||||||
May 1-31, 2006 |
0 | 0.00 | 0 | 7,616,035 | ||||||||||||
June 1-30, 2006 |
150,000 | 45.89 | 150,000 | 7,466,035 | ||||||||||||
Totals |
2,000,000 | 44.15 | 2,000,000 | |||||||||||||
1. | Shares and share prices on this table are not adjusted for stock dividends. | |
2. | The current repurchase program was announced on August 19, 2005, and became effective on September 1, 2005. It replaced a program which had been in effect since 1999. | |
3. | The share amount approved for repurchase in 1999 was 17 million shares. | |
4. | The repurchase program has no expiration date. | |
5. | No repurchase program has expired during the period covered by the above table, but the 1999 program was superseded by the 2005 program and no further repurchases will occur under the 1999 program. | |
6. | The share amount approved for repurchase under the 2005 program is 10 million shares. At the time the 1999 program was replaced by the 2005 program, it had 2,739,942 shares remaining. All of the repurchases reported in the table above were repurchased under the 2005 program. |
Item 3. | Defaults upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
Shares (in millions) | ||||||||
For | Withheld | |||||||
William F. Bahl, CFA |
142 | 13 | ||||||
James E. Benoski |
149 | 6 | ||||||
Gretchen W. Price |
150 | 5 | ||||||
John J. Schiff, Jr., CPCU |
149 | 6 | ||||||
E. Anthony Woods |
145 | 10 |
42
Shares (in millions) | ||||||||
For | Against | Abstain | ||||||
152
|
2 | 1 |
Shares (in millions) | ||||||||
For | Against | Abstain | ||||||
149
|
4 | 2 |
Shares (in millions) | ||||||||
For | Against | Abstain | ||||||
126
|
7 | 2 |
Item 5. | Other Information |
43
Item 6. | Exhibits |
Exhibit No. | Exhibit Description | |
3.1A
|
Amended Articles of Incorporation of Cincinnati Financial Corporation (1) | |
3.1B
|
Amendment to Article Fourth of Amended Articles of Incorporation of Cincinnati Financial Corporation (2) | |
3.2
|
Regulations of Cincinnati Financial Corporation (3) | |
4.1
|
Indenture with The Bank of New York Trust Company (4) | |
4.2
|
Supplemental Indenture with The Bank of New York Trust Company (4) | |
4.3
|
Second Supplemental Indenture with The Bank of New York Trust Company (5) | |
4.4
|
Form of 6.125% Exchange Note Due 2034 (included in Exhibit 4.2) | |
4.5
|
Form of 6.92% Debentures Due 2028 (included in Exhibit 4.3) | |
4.6
|
Indenture with the First National Bank of Chicago (subsequently assigned to The Bank of New York Trust Company) (6) | |
4.7
|
Form of 6.90% Debentures Due 2028 (included in Exhibit 4.6) | |
10.1
|
Agreement with Messer Construction (7) | |
10.2
|
Stock Repurchase Agreement dated November 12, 2004 with Robert C. Schiff, Trustee, Robert C. Schiff Revocable Trust (7) | |
10.3
|
Purchase Agreement with J.P. Morgan Securities Inc. and UBS Securities LLC (8) | |
10.4
|
2003 Non-Employee Directors Stock Plan (9) | |
10.5
|
Cincinnati Financial Corporation Stock Option Plan No. V (10) | |
10.6
|
Cincinnati Financial Corporation Stock Option Plan No. VI (11) | |
10.7
|
Cincinnati Financial Corporation Stock Option Plan No. VII (12) | |
10.8
|
Standard Form of Nonqualified and Incentive Option Agreements for Stock Option Plan No. V (7) | |
10.9
|
Standard Form of Nonqualified and Incentive Option Agreements for Stock Option Plan No. VI (7) | |
10.10
|
Standard Form of Nonqualified and Incentive Option Agreements for Stock Option Plan No. VII (7) | |
10.11
|
Cincinnati Financial Corporation Stock Option Plan No. VIII (9) | |
10.12
|
Registration Rights Agreement with J.P. Morgan Securities Inc. and UBS Securities LLC (4) | |
10.13
|
Form of Dealer Manager Agreement between Cincinnati Financial and UBS Securities LLC (13) | |
10.14
|
Cincinnati Financial Corporation Incentive Compensation Plan (14) | |
10.15
|
Cincinnati Financial Corporation 2006 Stock Compensation Plan (14) | |
10.16
|
Standard Form of Combined Incentive/Nonqualified Stock Option for Stock Option Plan VI (15) | |
10.17
|
364-Day Credit Agreement by and among Cincinnati Financial Corporation and CFC Investment Company, as Borrowers, and Fifth Third Bank, as Lender (16) | |
10.18
|
Director and Named Executive Officer Compensation Summary (17) | |
10.19
|
Executive Compensation Plan (18) | |
10.20
|
Amendment No. 1 to Credit Agreement by and among Cincinnati Financial Corporation and CFC investment Company, as Borrower, and Fifth Third Bank, as lender. (19) | |
11
|
Statement re: Computation of per share earnings for the three months ended June 30 2006 and 2005, contained in Exhibit 11 of this report, Page 45 | |
14
|
Cincinnati Financial Corporation Code of Ethics for Senior Financial Officers (20) | |
21
|
Cincinnati Financial Corporation Subsidiaries contained in the 2005 Annual Report on Form 10-K, Part I, Item 1, Page 1 | |
31.1
|
Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Chief Executive Officer, Page 46 | |
31.2
|
Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Chief Financial Officer, Page 47 | |
32
|
Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, Page 48 |
(1) | Incorporated by reference to the companys 1999 Annual Report on Form 10-K dated March 23, 2000 (File No. 000-04604). | |
(2) | Incorporated by reference to Exhibit 3(i) filed with the companys Current Report on Form 8-K dated July 15, 2005. | |
(3) | Incorporated by reference to the companys Definitive Proxy Statement dated March 2, 1992, Exhibit 2 (File No. 000-04604). | |
(4) | Incorporated by reference to the companys Current Report on Form 8-K dated November 2, 2004, filed with respect to the issuance of the companys 6.125% Senior Notes due November 1, 2034. | |
(5). | Incorporated by reference to the companys Current Report on Form 8-K dated May 9, 2005, filed with respect to the completion of the companys exchange offer and rescission offer for its 6.90% senior debentures due 2028. | |
(6) | Incorporated by reference to the companys registration statement on Form S-3 effective May 22, 1998 (File No. 333-51677). | |
(7) | Incorporated by reference to the companys 2004 Annual Report on Form 10-K dated March 11, 2005. | |
(8) | Incorporated by reference to the companys Current Report on Form 8-K dated November 1, 2004, filed with respect to the issuance of the companys 6.125% Senior Notes due November 1, 2034. | |
(9) | Incorporated by reference to the companys Definitive Proxy Statement dated March 21, 2005. | |
(10) | Incorporated by reference to the companys Definitive Proxy Statement dated March 2, 1996 (File No. 000-04604). | |
(11) | Incorporated by reference to the companys Definitive Proxy Statement dated March 1, 1999 (File No. 000-04604). | |
(12) | Incorporated by reference to the companys Definitive Proxy Statement dated March 8, 2002. | |
(13) | Incorporated by reference to the companys Registration Statement on Form S-4 filed March 21, 2005 (File No. 333-123471). | |
(14) | Incorporated by reference to the companys Definitive Proxy Statement dated March 30, 2006. | |
(15). | Incorporated by reference to Exhibit 10.3 filed with the companys Current Report on Form 8-K dated July 15, 2005. | |
(16) | Incorporated by reference to Exhibit 10.1 filed with the companys Current Report on Form 8-K dated May 31, 2005. | |
(17) | Incorporated by reference to the companys Definitive Proxy Statement to be filed no later than April 14, 2006. | |
(18) | Incorporated by reference to Exhibit 10.2 filed with the companys Current Report on Form 8-K dated November 23, 2005. | |
(19) | Incorporated by reference to Exhibit 10.01 filed with the companys Current Report on Form 8-K dated May 26, 2006. | |
(20) | Incorporated by reference to the companys Definitive Proxy Statement dated March 18, 2004. |
44
45