1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
X Quarterly Report Under Section 13 or 15 (d) of the
- -----
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1997
Transition Report Pursuant to Section 13 or 15 (d)
- -----
of the Securities Exchange Act of 1934
-----------------------
Commission File Number 0-4604
CINCINNATI FINANCIAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
An Ohio Corporation 31-0746871
------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6200 South Gilmore Road
Fairfield, Ohio 45014-5141
--------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 513/870-2000
*Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
Securities registered pursuant to Section 12(g) of the Act:
$2.00 Par Common--55,327,338 shares outstanding at March 31, 1997
$79,804,000 of 5-1/2% Convertible Senior Debentures Due 2002
2
PART I
ITEM 1. FINANCIAL STATEMENTS
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1997 1996
---- ----
ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,335,614 $ 59,933,485
Investments
Fixed Maturities (Cost: 1997--$2,527,516,131;
1996--$2,431,785,016). . . . . . . . . . . . . . . . . . 2,631,522,322 2,561,805,150
Equity Securities (Cost: 1997--$1,590,166,603;
1996--$1,537,188,704). . . . . . . . . . . . . . . . . 4,190,472,454 3,740,180,384
Other Invested Assets. . . . . . . . . . . . . . . . . . 52,792,322 53,003,602
Finance Receivables. . . . . . . . . . . . . . . . . . . . . . . 28,324,662 26,864,459
Premiums Receivable. . . . . . . . . . . . . . . . . . . . . . . 159,193,319 162,045,482
Reinsurance Receivable . . . . . . . . . . . . . . . . . . . . . 101,425,587 115,906,385
Prepaid Reinsurance Premiums . . . . . . . . . . . . . . . . . . 23,217,845 22,924,443
Investment Income Receivable . . . . . . . . . . . . . . . . . . 72,625,590 70,446,495
Land, Buildings and Equipment for Company Use (at Cost
Less Accumulated Depreciation) . . . . . . . . . . . . . 39,227,124 39,486,095
Deferred Acquisition Costs Pertaining to Unearned
Premiums and to Life Policies in Force . . . . . . . . . 127,761,445 127,587,814
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 23,584,395 65,330,026
-------------- --------------
Total Assets . . . . . . . . . . . . . . . . . . $7,480,482,679 $7,045,513,820
============== ==============
LIABILITIES
Insurance Reserves:
Life Policy Reserves . . . . . . . . . . . . . . . . . . $ 450,186,756 $ 440,280,714
Losses and Loss Expenses . . . . . . . . . . . . . . . . 1,884,033,129 1,881,167,249
Unearned Premiums. . . . . . . . . . . . . . . . . . . . . . . . 422,075,066 425,750,431
Notes Payable. . . . . . . . . . . . . . . . . . . . . . . . . . 263,950,538 262,097,826
5-1/2% Convertible Senior Debentures Due 2002. . . . . . . . . . 79,804,000 79,847,000
Federal Income Taxes
Current. . . . . . . . . . . . . . . . . . . . . . . . . 33,538,299 13,408,903
Deferred . . . . . . . . . . . . . . . . . . . . . . . . 810,963,460 676,892,687
Other Liabilities. . . . . . . . . . . . . . . . . . . . . . . . 102,009,826 103,180,572
-------------- --------------
Total Liabilities . . . . . . . . . . . . . . . 4,046,561,074 3,882,625,382
-------------- --------------
SHAREHOLDERS' EQUITY
Common Stock, $2 per Share; Authorized 80,000,000
Shares; Issued 1997--55,863,253;
1996--55,828,615 Shares; Outstanding
1997--55,327,338; 1996--55,636,476
Shares . . . . . . . . . . . . . . . . . . . . . . . . . 111,726,506 111,657,230
Paid-In Capital. . . . . . . . . . . . . . . . . . . . . . . . . 403,166,053 401,861,619
Retained Earnings. . . . . . . . . . . . . . . . . . . . . . . . 1,184,238,621 1,132,879,714
Unrealized Gain on Investments, Less Taxes . . . . . . . . . . . 1,769,077,878 1,527,707,080
-------------- --------------
3,468,209,058 3,174,105,643
Less Treasury Shares at Cost (1997--535,915 Shares;
1996--192,139 Shares). . . . . . . . . . . . . . . . . . (34,287,453) (11,217,205)
-------------- --------------
Total Shareholders' Equity . . . . . . . . . . . . . . 3,433,921,605 3,162,888,438
-------------- --------------
Total Liabilities and Shareholders' Equity . . . . $7,480,482,679 $7,045,513,820
============== ==============
Accompanying notes are an integral part of these financial statements.
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3
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended March 31,
---------------------------------
1997 1996
---- ----
Revenues:
Premiums Earned:
Property and Casualty . . . . . . . . . . . . . . . . . . . . $ 357,500,253 $ 333,372,036
Life. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,532,845 11,952,931
Accident and Health . . . . . . . . . . . . . . . . . . . . . 1,949,980 1,895,383
------------- -------------
Net Premiums Earned . . . . . . . . . . . . . . . . . . . . 372,983,078 347,220,350
Investment Income, Less Expenses. . . . . . . . . . . . . . . . 84,231,210 82,471,695
Realized Gain on Investments. . . . . . . . . . . . . . . . . . 24,303,137 19,277,148
Other Income. . . . . . . . . . . . . . . . . . . . . . . . . . 2,219,452 2,829,255
------------- -------------
Total Revenues. . . . . . . . . . . . . . . . . . . . . . . . 483,736,877 451,798,448
------------- -------------
Benefits & Expenses:
Insurance Losses and Policyholder Benefits. . . . . . . . . . . 266,498,172 272,754,764
Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . 67,442,424 61,077,667
Other Operating Expenses. . . . . . . . . . . . . . . . . . . . 33,135,077 26,528,905
Taxes, Licenses & Fees. . . . . . . . . . . . . . . . . . . . . 11,981,821 9,904,410
Increase in Deferred Acquisition. . . . . . . . . . . . . . . .
Costs Pertaining to Unearned
Premiums and to Life Policies
in Force. . . . . . . . . . . . . . . . . . . . . . . . . . . (173,631) (344,158)
Interest Expense. . . . . . . . . . . . . . . . . . . . . . . . 5,036,550 4,558,151
Other Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 1,538,186 870,113
------------- -------------
Total Expenses. . . . . . . . . . . . . . . . . . . . . . . . 385,458,599 375,349,852
------------- -------------
Income Before Income Taxes . . . . . . . . . . . . . . . . . . . 98,278,278 76,448,596
------------- -------------
Provision (Benefit) for Income Taxes:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,236,042 19,921,333
Deferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,995,235 (2,921,119)
------------- -------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,231,277 17,000,214
------------- -------------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,047,001 $ 59,448,382
============= =============
Weighted Average Shares Outstanding including Common Stock
Equivalents 57,605,679 57,816,427
============= =============
Per Common Share:
Total Net Income. . . . . . . . . . . . . . . . . . . . . . . $1.30 $1.04
===== =====
Cash Dividends Declared . . . . . . . . . . . . . . . . . . . $ .41 $ .35
===== =====
Accompanying notes are an integral part of these financial statements.
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4
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1996 AND 1997
Common Stock Treasury Paid-In Retained Unrealized
Shares Amount Stock Capital Earnings Capital Gains
------ ------ ----- ------- -------- --------------
Bal. Dec. 31,
1995 53,084,081 $106,168,162 $(1,383,492) $237,171,509 $1,156,626,751 $1,159,388,263
Net Income 59,448,382
Change in Unreal.
Gains Net of
Inc. Taxes of
$73,261,132 136,056,391
Div. Declared (19,645,462)
5% Stock Div.
at Market 2,652,110 5,304,220 160,452,655 (166,008,727)*
Issuance of
Treasury Shares 173,214 58,105
Stock Options
Exercised 38,591 77,182 1,778,668
---------- ------------ ------------ ------------ -------------- --------------
Bal. March 31,
l996 55,774,782 $111,549,564 $ (1,210,278) $399,460,937 $1,030,420,944 $1,295,444,654
========== ============ ============ ============ ============== ==============
Bal. Dec. 31,
l996 55,828,615 $111,657,230 $(11,217,205) $401,861,619 $1,132,879,714 $1,527,707,080
Net Income 74,047,001
Change in Unreal.
Gains Net of
Inc. Taxes of
$129,968,891 241,370,798
Div. Declared (22,688,053)
Purchase/Issuance of
Treasury Shares (23,070,248) 16,733
Stock Options
Exercised 33,675 67,350 1,246,627
Conversion of
Debentures 963 1,926 41,074 (41)
---------- ------------ ------------ ------------ -------------- --------------
Bal. March 31,
l997 55,863,253 $111,726,506 $(34,287,453) $403,166,053 $1,184,238,621 $1,769,077,878
========== ============ ============ ============ ============== ==============
Accompanying notes are an integral part of these financial statements.
*Includes $251,851 for fractional shares on March 15, 1996.
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5
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . $ 74,047,001 $ 59,448,382
Adjustments to reconcile operating income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . 2,502,512 (564,606)
Decrease in net unearned premiums. . . . . . . . . . (3,968,767) (1,323,957)
Increase in net life policy reserves . . . . . . . . 9,906,042 9,557,426
Increase in net loss and loss expense reserves . . . 17,346,678 38,572,556
Decrease (Increase) in net premiums receivable . . . 2,852,163 (1,501,168)
Increase in deferred acquisition costs . . . . . . . (173,631) (344,158)
Decrease in other liabilities. . . . . . . . . . . . (3,274,225) (16,129,744)
Increase in investment income receivable . . . . . . (2,179,095) (2,227,273)
Decrease in accounts receivable. . . . . . . . . . . 216,353 5,664,701
Decrease in other assets . . . . . . . . . . . . . . 41,745,631 3,633,415
Increase (Decrease) in deferred income taxes . . . . 4,101,880 (2,921,119)
Increase in current income taxes . . . . . . . . . . 20,129,396 19,921,333
Realized gain on investments . . . . . . . . . . . . (24,303,137) (19,277,148)
Other. . . . . . . . . . . . . . . . . . . . . . . . (58,504) (5,357,504)
------------ -------------
Net cash provided by operating activities. . . . 138,890,297 87,151,136
------------ -------------
Cash flows from investing activities:
Sale of fixed maturities investments . . . . . . . . 78,235,936 57,477,616
Maturity of fixed maturities investments . . . . . . 9,263,980 33,964,392
Sale of equity securities investments. . . . . . . . 61,472,148 56,449,745
Collection of finance receivables. . . . . . . . . . 2,716,641 2,088,718
Purchase of fixed maturities investments . . . . . . (179,683,220) (142,549,614)
Purchase of equity securities investments. . . . . . (93,175,111) (79,678,432)
Investment in land, buildings and equipment. . . . . (2,632,193) (2,857,885)
Investment in finance receivables. . . . . . . . . . (4,176,844) (3,228,321)
Investment in other invested assets. . . . . . . . . (38,063) (135,857)
------------ -------------
Net cash used in investing activities . . . . . (128,016,726) (78,469,638)
------------ -------------
Cash flows from financing activities:
Proceeds from stock options exercised. . . . . . . . 1,313,977 1,855,850
Purchase/Issuance of treasury shares . . . . . . . . (23,053,515) 231,319
Increase in notes payable. . . . . . . . . . . . . . 1,852,712 463,375
Payment of cash dividends to shareholders. . . . . . (20,584,616) (18,038,129)
------------ -------------
Net cash used in financing activities. . . . . . (40,471,442) (15,487,585)
------------ -------------
Net decrease in cash . . . . . . . . . . . . . . . . . . (29,597,871) (6,806,087)
Cash at beginning of period. . . . . . . . . . . . . . . 59,933,485 20,019,459
------------ -------------
Cash at end of period. . . . . . . . . . . . . . . . . . $ 30,335,614 $ 13,213,372
============ =============
Supplemental disclosures of cash flow information
Interest paid. . . . . . . . . . . . . . . . . . . . . . $ 5,255,807 $ 3,966,246
============ =============
Income taxes paid. . . . . . . . . . . . . . . . . . . . $ 0 $ 0
============ =============
Accompanying notes are an integral part of these financial statements.
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6
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE I - ACCOUNTING POLICIES
The consolidated financial statements include the accounts of the Company and
all of its subsidiaries, each of which is wholly owned, and are presented in
conformity with generally accepted accounting principles. All significant
inter-company investments and transactions have been eliminated in
consolidation. The December 31, 1996 consolidated balance sheet amounts are
derived from the audited financial statements but do not include all disclosures
required by generally accepted accounting principles.
INVESTMENTS--Fixed maturities and equity securities have been classified as
available for sale and are carried at fair values at March 31, 1997 and December
31, 1996.
UNREALIZED GAINS AND LOSSES--The increases (decreases) in unrealized gains for
fixed maturities and equity securities (net of income tax effect) for the
three-month periods ended March 31 are as follows:
Fixed Equity
Maturities Securities Total
---------- ---------- -----
1997 $(16,883,414) $258,254,212 $241,370,798
1996 $(21,528,076) $157,584,467 $136,056,391
Such amounts are included as additions to and deductions from shareholders'
equity.
REINSURANCE--Premiums earned are net of $24,205,119 and $22,928,950 of premium
on ceded business for March 31, 1997 and 1996, respectively. Insurance losses
and policyholder benefits in the accompanying statements of income are net of
$13,010,436 and $9,929,733 reinsurance recoveries for March 31, 1997 and 1996,
respectively,
NOTE II - STOCK OPTIONS
The Company has primarily qualified stock option plans under which options are
granted to employees of the Company at prices which are not less than market
price at the date of grant and which are exercisable over ten-year periods. On
March 31, 1997, outstanding options for Stock Option Plan No. III totalled
92,378 shares with purchase prices ranging from a low of $11.87 to a high of
$22.03, outstanding options for Stock Option Plan No. IV totalled 949,894 shares
with purchase prices ranging from a low of $22.38 to a high of $64.00 and
outstanding options for Stock Option Plan V totalled 186,675 shares with
purchase prices ranging from a low of $61.43 to a high of $61.50.
7
The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 128 "Earnings Per Share," which is effective for
financial statements for both interim and annual periods ending after December
15, 1997. Early adoption of the statement is not permitted. The company has
applied this statement to the 1997 and 1996 first quarter results and determined
that the restated amounts are as follows:
1997 1996
---- ----
Net Income per Common Share $1.33 $1.07
===== =====
Net Income per Common Share--
Assuming Dilution $1.30 $1.04
===== =====
NOTE III INTERIM ADJUSTMENTS
The preceding summary of financial information for Cincinnati Financial
Corporation and consolidated subsidiaries is unaudited, but the Company believes
that all adjustments (consisting only of normal recurring accruals) necessary
for fair presentation have been made. The results of operations for this interim
period is not necessarily an indication of results to be expected for the
remaining nine months of the year.
10Q/sa
8
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Premiums earned for the three months ended March 31, 1997 have increased
$25,762,728 (7%) over the three months ended March 31, 1996. For our property
and casualty insurance companies, gross written premiums increased $23,965,707
and earned premiums increased by $24,128,217. The growth rate of our property
and casualty subsidiaries on a gross written and earned basis is less than last
year. The growth rate is less than last year because the increase in new
business and some rate increases on personal lines business were offset by lower
premiums on workers' compensation coverages. The premium volume of our life and
health company has increased approximately 12% as the Company had increases in
both life and health insurance production. The premium growth in our life
subsidiary is mainly attributable to increased sales of both traditional and
interest-sensitive products. For the three-month period ended March 31, 1997,
investment income, net of expenses, has increased $1,759,515 (2%) when compared
with the first three months of 1996. This increase is the result of the growth
of the investment portfolio because of investing cash flows from operations and
dividend increases from equity securities. The growth rate of our investment
earnings is lower than usual because the 1996 first quarter investment income
included a one-time adjustment of $2.7 million related to accrual of discount.
Realized gains on investments for the three months ended March 31, 1997 amounted
to $24,303,137 compared to $19,277,148 for the comparable three-month period
ended March 31, 1996. The realized gains are predominantly the result of the
sale of equity securities and management's decision to realize the gains and
reinvest the proceeds at higher yields.
Insurance losses and policyholder benefits (net of reinsurance recoveries)
decreased $6,256,592 (2%) for the first three months of 1997 over the same
period in 1996. The losses of the property and casualty companies have decreased
by $5,768,431 because of lower catastrophic claims. Policyholder benefits
decreased $488,161 over the first quarter of 1996 in the life insurance
subsidiary. The decrease is the result of a lower incidence of death claims,
health claims, and related costs.
Commission expenses increased $6,364,757 for the first quarter of 1997 compared
to the first quarter of 1996. The increase is mainly attributable to increases
in the contingent commission expenses because of favorable underwriting results
along with increased commissions due to increases in premiums written. Other
operating expenses increased $6,606,172 for the first quarter of 1997 compared
to the first quarter of 1996. The increase is attributable to increases in staff
and costs associated with the upgrading of our computer systems to handle
projected increases in premium and to make our systems year 2000 compliant.
Provision for income taxes, current and deferred, have increased by $7,231,063
for the first three months of 1997 compared to the first three months of 1996.
The increase in federal taxes is primarily attributable to an increase in the
effective tax rate from 22.2% to 24.75% at March 31, 1996 and 1997.
9
Unrealized appreciation will fluctuate with changes in the overall fixed
maturities and equity securities markets. Changes in unrealized appreciation are
discussed in Note 1. The Company's equity investment portfolio continues to be
primarily investments in common stocks of public utility companies and financial
institutions.
On November 22, 1996, the Board authorized repurchase of up to three million of
the Company's outstanding shares as management deems appropriate, over an
unspecified period of time. As of March 31, 1997, the Company has repurchased
443,480 shares.
10Q/sa
10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in no material litigation other than routine litigation
incident to the nature of the insurance industry.
ITEM 2. CHANGES IN SECURITIES
There have been no material changes in securities during the first quarter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has not defaulted on any interest or principal payment, and no
arrearage in the payment of dividends has occurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No special matters were voted upon by security holders during the first quarter.
ITEM 5. OTHER INFORMATION
No matters to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits included:
Exhibit 11--Statement re Computation of Per Share Earnings.
Exhibit 27--Financial Data Schedule
(b) The Company was not required to file any reports on Form 8-K
during the quarter ended March 31, 1997.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CINCINNATI FINANCIAL CORPORATION
--------------------------------
(Registrant)
Date May 12, 1997
------------
By /s/ T.F. ELCHYNSKI
-----------------------------
T.F. Elchynski
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
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1
EXHIBIT 11
CINCINNATI FINANCIAL CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
FOR THE QUARTER ENDED MARCH 31,
(in thousands except for per share amounts)
1997 1996
---- ----
Weighted average shares outstanding 55,479 55,730
Equivalent shares assumed to be outstanding for:
Stock options 339 294
Convertible debentures 1,788 1,792
------- -------
Number of shares for primary
computation 57,606 57,816
Other dilutive equivalent shares--
stock options 46 21
------- -------
Number of shares assuming full
dilution 57,652 57,837
======= =======
Net income $74,047 $59,448
Interest on convertible debentures--
net of tax 713 715
------- -------
Net income for per share computation $74,760 $60,163
======= =======
Earnings per share:
Primary $ 1.30 $ 1.04
======= =======
Fully Diluted $ 1.30 $ 1.04
======= =======
10Q/sa
7
3-MOS
DEC-31-1997
JAN-01-1997
MAR-31-1997
2,631,522,322
0
0
4,190,472,454
8,926,996
15,356,184
6,874,787,098
30,335,614
5,961,053
127,761,445
7,480,482,679
2,289,905,946
422,075,066
41,160,425
11,683,252
343,754,538
0
0
111,726,506
3,322,195,099
7,480,482,679
372,983,078
84,231,210
24,303,137
2,219,452
266,498,172
77,335,845
41,624,582
98,278,278
24,231,277
74,047,001
0
0
0
74,047,001
1.30
1.30
1,702,415,290
0
0
0
0
1,730,067,823
0
Equals the sum of Fixed Maturities, Equity Securities and other Invested Assets
Equals the sum of Life Policy Reserves and Losses and Loss Expenses less the
Life Company liability for Supplementary Contracts without Life Contingencies
of $3,153,514 which is classified as Other Policyholder Funds
Equals the sum of Notes Payable and the 5-1/2% convertible Senior Debenture
Equals the Total Shareholders Equity
Equals the Sum of Commissions, Other Operating Expenses, Taxes licenses and
Fees, Increase in deferred acquisition costs, Interest expense and other
expenses
Equals the net reserve for unpaid claims for the property casualty
subsidiaries less loss checks payable as of December 31, 1996
Equals the net reserve for unpaid claims for the property casualty subsidiaries
less loss checks payable as of March 31, 1997
