Exhibit 99
UNAUDITED PRO FORMA CONDENSED COMBINED
INCOME STATEMENT
On April 1, 2004, Travelers Property Casualty Corp. (“Travelers”) merged with a subsidiary of The St. Paul Companies, Inc. (“St. Paul”), as a result of which Travelers became a wholly-owned subsidiary of The St. Paul Travelers Companies, Inc. (together with its subsidiaries, the “Company”, or “St. Paul Travelers”). Each issued and outstanding share of Travelers class A and class B common stock (including the associated preferred stock purchase rights) was exchanged for 0.4334 of a share of the Company’s common stock. Share and per share amounts for all periods presented have been restated to reflect the exchange of Travelers common stock for the Company’s common stock. For accounting purposes, this transaction was accounted for as a reverse acquisition with Travelers treated as the accounting acquirer. Accordingly, the transaction was accounted for as a purchase business combination, using the Travelers historical financial information and applying fair value estimates to the acquired assets, liabilities and commitments of St. Paul as of April 1, 2004.
The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2004 combines the historical consolidated statements of income of St. Paul for the three months ended March 31, 2004 and the historical consolidated statements of income of St. Paul Travelers for the nine months ended September 30, 2004, giving effect to the merger as if it had occurred on January 1, 2004. We have made pro forma adjustments to the condensed combined income statement to give effect to events that are (1) directly attributable to the merger had it been consummated on January 1, 2004, (2) factually supportable and (3) expected to have a continuing impact on the combined results. This information should be read in conjunction with:
• the accompanying notes to the unaudited pro forma condensed combined income statement;
• St. Paul Travelers historical financial statements as of and for the three months and nine months ended September 30, 2004 included in the St. Paul Travelers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004;
• St. Paul’s separate historical unaudited financial statements as of and for the three months ended March 31, 2004 included in Part II, Item 5 of the St. Paul Travelers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004; and
• Travelers separate historical financial statements as of and for the year ended December 31, 2003 incorporated by reference in St. Paul Travelers Current Report on Form 8-K/A filed on April 23, 2004.
The unaudited pro forma condensed combined income statement has been prepared for informational purposes only. The unaudited pro forma condensed combined income statement is not necessarily indicative of what the results of operations actually would have been had the merger been consummated on January 1, 2004. In addition, the unaudited pro forma condensed combined income statement does not purport to project the future operating results of the combined company. The unaudited pro forma condensed combined income statement does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions.
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
| | Nine Months Ended
September 30, 2004
St. Paul
Travelers(1) | | Three Months
Ended
March 31, 2004
Historical
St. Paul(2) | | Pro Forma
Adjustments(3) | | Pro Forma
Nine Months Ended
September 30,
2004
St. Paul Travelers | |
(in millions, except per share data) | | | |
Revenues | | | | | | | | | |
Premiums | | $ | 13,762 | | $ | 1,785 | | $ | — | | $ | 15,547 | |
Net investment income | | 1,928 | | 278 | | (66 | )(a) | 2,140 | |
Fee income | | 529 | | 10 | | — | | 539 | |
Asset management | | 253 | | 120 | | — | | 373 | |
Net realized investment gains (losses) | | (36 | ) | 117 | | — | | 81 | |
Other revenues | | 133 | | 12 | | — | | 145 | |
Total revenues | | 16,569 | | 2,322 | | (66 | ) | 18,825 | |
Claims and expenses | | | | | | | | | |
Claims and claim adjustment expenses | | 11,236 | | 1,294 | | — | | 12,530 | |
Amortization of deferred policy acquisition costs | | 2,151 | | 378 | | (101 | )(b) | 2,428 | |
General and administrative expenses | | 2,254 | | 281 | | 135 | (c) | 2,670 | |
Interest expense | | 171 | | 46 | | (16 | )(d) | 201 | |
Total claims and expenses | | 15,812 | | 1,999 | | 18 | | 17,829 | |
Income from continuing operations before income taxes and minority interest | | 757 | | 323 | | (84 | ) | 996 | |
Income taxes | | 82 | | 119 | | (29 | )(e) | 172 | |
Minority interest, net of tax | | 23 | | 8 | | — | | 31 | |
Income from continuing operations | | $ | 652 | | $ | 196 | | $ | (55 | ) | $ | 793 | |
Per common share information | | | | | | | | | |
Earnings per common share-continuing operations: | | | | | | | | | |
Basic | | $ | 1.10 | | $ | 0.84 | | | | $ | 1.18 | |
Diluted | | $ | 1.09 | | $ | 0.79 | | | | $ | 1.16 | |
Weighted average common shares outstanding and common stock equivalents: | | | | | | | | | |
Basic | | 588.7 | | 229.1 | | | | 664.8 | |
Diluted | | 607.0 | | 244.0 | | | | 691.5 | |
(1) St. Paul Travelers historical financial statements as of and for the nine months ended September 30, 2004 (which reflect the fair value adjustments applied to St. Paul’s acquired assets, liabilities and commitments as of April 1, 2004) included in the St. Paul Travelers Quarterly Report on Form 10-Q for the period ended September 30, 2004.
(2) St. Paul historical unaudited financial statements as of and for the three months ended March 31, 2004 included in Part II, Item 5 of the St. Paul Travelers Quarterly Report on Form 10-Q for the period ended March 31, 2004. Certain of these amounts have been reclassified to conform with St. Paul Travelers presentation.
(3) Adjustments to the income statement to give effect to events that would have occurred had the merger been consummated on January 1, 2004. See also note 2 for descriptions of adjustments.
See accompanying notes to the unaudited pro forma condensed combined income statement.
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
Note 1 — Basis of Pro Forma Presentation
On April 1, 2004, Travelers Property Casualty Corp. (“Travelers”) merged with a subsidiary of The St. Paul Companies, Inc. (“St. Paul”), as a result of which Travelers became a wholly-owned subsidiary of The St. Paul Travelers Companies, Inc. (together with its subsidiaries, the “Company”, or “St. Paul Travelers”). For accounting purposes, this transaction was accounted for as a reverse acquisition with Travelers treated as the accounting acquirer. Accordingly, this transaction was accounted for as a purchase business combination, using the Travelers historical financial information and applying fair value estimates to the acquired assets, liabilities and commitments of St. Paul as of April 1, 2004.
The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2004 reflects the merger as if it occurred on January 1, 2004. On April 1, 2004, each issued and outstanding share of Travelers class A and class B common stock (including the associated preferred stock purchase rights) was exchanged for 0.4334 of a share of the Company’s common stock. Share and per share amounts for all periods presented have been restated to reflect the exchange of Travelers common stock for the Company’s common stock.
The stock price used in determining the purchase price was based on an average of the closing prices of St. Paul common stock for the two trading days before through the two trading days after November 17, 2003, the day St. Paul and Travelers announced their merger agreement. The purchase price also includes the fair value of the St. Paul stock options, the fair value adjustment to St. Paul’s preferred stock and other costs of the transaction. The purchase price was approximately $8.75 billion, and was calculated as follows (in millions, except stock price per share):
Number of shares of St. Paul common stock outstanding as of April 1, 2004 | | 229.3 | |
St. Paul’s average stock price for the two trading days before through the two trading days after November 17, 2003, the day St. Paul and Travelers announced their merger agreement | | $ | 36.86 | |
Fair value of St. Paul’s common stock | | $ | 8,452 | |
Fair value of approximately 23 million St. Paul stock options | | 186 | |
Excess of fair value over book value of St. Paul’s convertible preferred stock outstanding, net of the excess of the fair value over the book value of the related guaranteed obligation | | 100 | |
Transaction costs of Travelers | | 15 | |
Purchase price | | $ | 8,753 | |
The purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of April 1, 2004, as follows (in millions):
Net tangible assets(1) | | $ | 5,351 | |
Total investments(2) | | 439 | |
Deferred policy acquisition costs(3) | | (100 | ) |
Deferred federal income taxes(4) | | (246 | ) |
Goodwill(5) | | 2,899 | |
Other intangible assets, including the fair value adjustment of claim and claim adjustment expense reserves and reinsurance recoverables of $191(6)(7) | | 1,377 | |
Other assets(2) | | (107 | ) |
Claims and claim adjustment expense reserves (3) | | (26 | ) |
Debt(2) | | (339 | ) |
Other liabilities(2) | | (495 | ) |
Allocated purchase price | | $ | 8,753 | |
| | | | | |
(1) Reflects St. Paul’s shareholders’ equity of $6,439 less St. Paul’s historical goodwill of $950 and intangible assets of $138.
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(2) Represents adjustments for fair value.
(3) Represents adjustments to conform St. Paul’s accounting policies to those of Travelers.
(4) Represents a deferred tax liability associated with adjustments to fair value of all assets and liabilities included herein, excluding goodwill, as this transaction is not treated as a purchase for tax purposes.
(5) Represents the excess of the purchase price (cost) over the amounts assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes.
(6) Represents identified finite and indefinite life intangible assets, primarily customer-related insurance intangibles and management contracts and customer relationships associated with Nuveen Investments, Inc.’s (“Nuveen Investments”) asset management business.
(7) An adjustment has been applied to St. Paul’s claims and claim adjustment expense reserves and reinsurance recoverables at the acquisition date to estimate their fair value. The fair value adjustment of $191 million was based on management’s estimate of nominal claim and claim expense reserves and reinsurance recoverables (after adjusting for conformity with the acquirer’s accounting policy on discounting of workers’ compensation reserves), expected payment patterns, the April 1, 2004 U.S. Treasury spot rate yield curve, a leverage ratio assumption (reserves to statutory surplus), and a cost of capital expressed as a spread over risk-free rates. The method used calculates a risk adjustment to a risk-free discounted reserve that will, if reserves run off as expected, produce results that yield the assumed cost-of-capital on the capital supporting the loss reserves. The fair value adjustment is reported as an intangible asset on the consolidated balance sheet, and the amounts measured in accordance with the acquirer’s accounting policies for insurance contracts are reported as part of the claims and claim adjustment expense reserves and reinsurance recoverables. The intangible asset will be recognized into income over the expected payment pattern. Because the time value of money and the risk adjustment (cost of capital) components of the intangible asset run off at different rates, the amount recognized in income may be a net benefit in some periods and a net expense in other periods.
The unaudited pro forma condensed combined income statement presented herein is not necessarily indicative of what would have occurred had the acquisition and related transactions been made on the date indicated, or of future results of the Company.
The unaudited pro forma condensed combined income statement has been prepared assuming Travelers is the accounting acquirer. Accordingly, the assets, liabilities and commitments of St. Paul are adjusted to their fair value. For purposes of this unaudited pro forma condensed combined income statement, consideration has also been given to the impact of conforming St. Paul’s accounting policies to those of Travelers. Additionally, certain amounts have been reclassified to conform to the St. Paul Travelers financial statement presentation. The unaudited pro forma condensed combined income statement does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions.
The unaudited pro forma adjustments included herein are subject to other updates as additional information becomes available. Accordingly, the final purchase accounting adjustments, including the conforming of St. Paul’s accounting policies to those of Travelers, could be different from the unaudited pro forma adjustments presented herein. Any increase or decrease in the fair value of St. Paul’s assets, liabilities, commitments, contracts and other items as compared to the information shown herein will change the purchase price allocable to goodwill and may impact the combined income statement due to adjustments in yield and/or amortization or accretion related to the adjusted assets or liabilities.
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Note 2 — Pro Forma Adjustments
The following pro forma adjustments reflect certain additional adjustments that would have occurred had the merger been consummated on January 1, 2004.
Unaudited Pro Forma Condensed Combined Income Statement
| | Nine months ended
September 30,
2004 | |
| | Increase (Decrease) | |
(in millions) | | | |
Revenues | | | |
| | | |
(a) Net investment income adjustment to recognize the amortization of fair value adjustments allocated to investments using the interest method over the estimated remaining life of the investments. — See note 6 | | $ | (66 | ) |
| | | |
Claims and Expenses | | | |
(b) Adjustment to the amortization of deferred policy acquisition costs due to conforming the accounting policy | | $ | (101 | ) |
(c) General and administrative expenses — | | | |
i. Adjustment to the amortization of deferred policy acquisition costs after conforming the accounting policy | | $ | 98 | |
ii. Adjustment to amortization expense for the estimated value of identifiable intangible assets with finite lives — See note 4 | | $ | 29 | |
iii. Adjustment to reflect the accretion of the fair value adjustment to claims and claim adjustment expenses — See note 3 | | $ | 14 | |
iv. Adjustment to amortization to reflect fair value adjustment of internally developed software | | $ | (1 | ) |
v. Adjustment to pension amortization expense due to fair value adjustment of related liabilities | | $ | (5 | ) |
vi. Adjustment to compensation expense due to adjustment of restricted stock | | $ | (3 | ) |
vii. Adjustment to deferred compensation expense due to fair value adjustment of employee stock options | | $ | 3 | |
(d) Adjustment to interest expense for the amortization of fair value adjustments allocated to long-term debt, equity unit related debt and mandatorily redeemable preferred securities, using the interest method over the remaining term to maturity | | $ | (16 | ) |
(e) To adjust income taxes for all pro forma adjustments at the statutory rate of 35% | | $ | (29 | ) |
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Note 3 — Fair Value of Claims and Claim Adjustment Expense Reserves and Reinsurance Recoverables
An adjustment has been applied to St. Paul’s claims and claim adjustment expense reserves to estimate their fair value. Since such reserves are not traded in a secondary market, the determination of a fair value is approximated by using risk-adjusted present value techniques. Such techniques require application of significant judgment and assumptions. A similar methodology was applied to the related ceded reinsurance recoverables. See Item 7 of note 1.
Note 4 — Identification and Valuation of Intangible Assets
Intangible assets subject to amortization include the following:
| | Amount
assigned as of
April 1, 2004 | | Weighted-
average
amortization
period | |
(in millions) | | | |
Major intangible asset class | | | | | |
| | | | | |
Customer-related(a) | | $ | 495 | | 7.8 years | |
Marketing-related | | 20 | | 2.0 years | |
Contract-based(b) | | 145 | | 10.4 years | |
Fair value adjustment on claims and claim adjustment expense reserves and reinsurance recoverables(c) | | 191 | | 30.0 years | |
Total | | $ | 851 | | | |
Intangible assets not subject to amortization include the following:
| | Amount
assigned as of
April 1, 2004 | |
(in millions) | | | |
Major intangible asset class | | | |
| | | |
Marketing-related | | $ | 15 | |
Contract-based(b) | | 511 | |
Total | | $ | 526 | |
(a) Primarily includes customer-related insurance intangibles based on rates derived from expected business retention and profitability levels.
(b) Contract-based intangibles include management contracts associated with Nuveen Investments’ asset management business based on the present value of expected cash flows related to the management contracts. Amounts related to this business are included in the Company’s 79% approximate ownership interest of Nuveen Investments.
(c) See note 1 for a description of the fair value adjustment to St. Paul’s claims and claim adjustment expense reserves and reinsurance recoverables.
Note 5 — Earnings Per Share
The pro forma earnings per common share data have been computed based on the combined historical income of St. Paul Travelers and St. Paul, and the impact of purchase accounting adjustments. Weighted average shares were calculated using St. Paul Travelers and St. Paul’s respective historical weighted average common shares outstanding.
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Note 6 — Net Investment Income
The investment portfolio fair value adjustment treats net unrealized investment gains (losses) as though they were realized, thereby creating a new basis for such investments. This fair value adjustment is amortized using the interest method over the remaining life of the investments. No separate adjustment has been made in the unaudited pro forma condensed combined income statement to adjust historical net realized investment gains (losses) for the three month period ended March 31, 2004 for the resulting new basis that would have been established had the merger been completed on January 1, 2004.
Note 7 — Transactions Between St. Paul and Travelers
The unaudited pro forma condensed combined income statement has not been adjusted for the impact of transactions between St. Paul and Travelers. Based on current analysis, such transactions do not have a significant impact on the unaudited pro forma condensed combined income statement.
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