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 June 30, 1995
----- 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--53,031,628 shares outstanding at June 30, 1995
$80,000,000 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)
June 30, December 31,
1995 1994
-------------- --------------
ASSETS
- ------
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,755,375 $ 48,254,464
Investments
Fixed Maturities (Cost: 1995--$2,159,769,130;
1994--$1,976,314,328). . . . . . . . . . . . . . . . 2,271,257,761 1,943,116,277
Equity Securities (Cost: 1995--$1,351,988,098;
1994--$1,289,443,730). . . . . . . . . . . . . . . . 2,506,468,133 2,230,246,516
Other Invested Assets. . . . . . . . . . . . . . . . . 39,178,754 38,815,948
Finance Receivables . . . . . . . . . . . . . . . . . . . 18,273,961 16,168,514
Premiums Receivable . . . . . . . . . . . . . . . . . . . 145,539,762 141,972,017
Reinsurance Receivable. . . . . . . . . . . . . . . . . . 88,916,230 67,125,191
Prepaid Reinsurance Premiums. . . . . . . . . . . . . . . 22,929,973 24,066,171
Investment Income Receivable. . . . . . . . . . . . . . . 61,926,122 56,069,113
Land, Buildings and Equipment for Company Use (at Cost
Less Accumulated Depreciation) . . . . . . . . . . . . 33,584,162 32,672,741
Deferred Acquisition Costs Pertaining to Unearned
Premiums and to Life Policies in Force . . . . . . . . 113,596,429 109,503,487
Other Assets. . . . . . . . . . . . . . . . . . . . . . . 22,633,795 26,268,434
-------------- --------------
Total Assets $5,367,060,457 $4,734,278,873
============== ==============
LIABILITIES
- -----------
Insurance Reserves:
Life Policy Reserves . . . . . . . . . . . . . . . . . $ 384,518,494 $ 370,095,301
Losses and Loss Expenses . . . . . . . . . . . . . . . 1,659,565,942 1,552,296,866
Unearned Premiums . . . . . . . . . . . . . . . . . . . . 389,668,751 382,119,017
Notes Payable . . . . . . . . . . . . . . . . . . . . . . 197,085,884 129,115,650
5-1/2% Convertible Senior Debentures Due 2002 . . . . . . 80,000,000 80,000,000
Federal Income Taxes
Current. . . . . . . . . . . . . . . . . . . . . . . . 7,560,607 -0-
Deferred . . . . . . . . . . . . . . . . . . . . . . . 314,320,464 195,447,391
Other Liabilities . . . . . . . . . . . . . . . . . . . . 76,944,913 85,157,413
-------------- --------------
Total Liabilities 3,109,665,055 2,794,231,638
-------------- --------------
SHAREHOLDERS' EQUITY
- --------------------
*Common Stock, $2 per Share; Authorized 80,000,000
Shares; Issued 1995--53,050,239; 1994--52,957,773
Shares; Outstanding 1995--53,031,628; 1994--52,938,838
Shares . . . . . . . . . . . . . . . . . . . . . . . . 106,100,478 100,871,948
Paid-In Capital . . . . . . . . . . . . . . . . . . . . . 235,639,221 105,791,761
Retained Earnings . . . . . . . . . . . . . . . . . . . . 1,083,729,554 1,133,104,811
Unrealized Gain on Investments, Less Taxes. . . . . . . . 832,829,449 601,192,480
-------------- --------------
2,258,298,702 1,940,961,000
*Less Treasury Shares at Cost (1995--18,611 Shares;
1994--18,935 Shares) . . . . . . . . . . . . . . . . . (903,300) (913,765)
-------------- --------------
Total Shareholders' Equity. . . . . . . . . . . . . 2,257,395,402 1,940,047,235
-------------- --------------
Total Liabilities and Shareholders' Equity . . . $5,367,060,457 $4,734,278,873
============== ==============
<FN>
*Adjusted to reflect 5% stock dividend effective March 17, 1995.
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)
Six Months Ended June 30, Three Months Ended June 30,
--------------------------- ---------------------------
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Premiums Earned:
Property and Casualty. . . . . $ 618,417,000 $ 573,765,314 $311,270,075 $292,038,043
Life . . . . . . . . . . . . . 21,676,950 21,190,071 10,727,106 10,460,735
Accident and Health. . . . . . 3,691,634 3,593,501 1,858,488 1,781,934
------------- ------------- ------------ ------------
Net Premiums Earned . . . . 643,785,584 598,548,886 323,855,669 304,280,712
Investment Income, Less Expenses. 147,445,314 129,648,340 75,631,619 65,873,768
Realized Gain on Investments. . . 23,635,133 24,824,622 2,617,132 5,900,547
Other Income. . . . . . . . . . . 4,844,563 5,501,223 2,918,375 2,765,524
------------- ------------- ------------ ------------
Total Revenues . . . . . . . . 819,710,594 758,523,071 405,022,795 378,820,551
------------- ------------- ------------ ------------
Benefits & Expenses:
Ins. Losses and Policyholder Ben. 471,041,115 440,493,384 237,656,089 205,951,288
Commissions . . . . . . . . . . . 121,852,125 115,248,954 62,634,476 61,785,628
Other Operating Expenses. . . . . 46,660,856 41,503,681 21,855,762 20,948,284
Taxes, Licenses & Fees. . . . . . 19,356,089 20,812,382 10,411,477 12,184,832
Increase in Deferred Acquisition
Costs Pertaining to Unearned
Premiums and to Life Policies
in Force . . . . . . . . . . . (4,092,942) (1,011,253) (3,082,564) (935,530)
Interest Expense. . . . . . . . . 7,982,569 4,245,866 4,319,598 2,307,300
Other Expenses. . . . . . . . . . 3,458,467 1,369,807 1,598,507 609,870
------------- ------------- ------------ ------------
Total Expenses . . . . . . . . 666,258,279 622,662,821 335,393,345 302,851,672
------------- ------------- ------------ ------------
Income Before Income Taxes 153,452,315 135,860,250 69,629,450 75,968,879
------------- ------------- ------------ ------------
Provision (Benefit) for Inc. Taxes
Current . . . . . . . . . . . . . 39,084,866 39,298,831 17,771,499 16,944,824
Deferred. . . . . . . . . . . . . (4,017,730) (11,020,929) (3,282,629) (58,823)
------------- ------------- ------------ ------------
Total. . . . . . . . . . . . . 35,067,136 28,277,902 14,488,870 16,886,001
------------- ------------- ------------ ------------
Net Income . . . . . . . . . . . . $ 118,385,179 $ 107,582,348 $ 55,140,580 $ 59,082,878
============= ============= ============ ============
Weighted Average Shares
Outstanding . . . . . . . . . . . 54,906,680 54,845,216* 54,948,398 54,839,064*
============= ============= ============ ============
Per Common Share:
Total Net Income . . . . . . . $2.18 $1.99* $1.02 $1.09*
===== ===== ===== =====
Cash Dividends Declared. . . . $ .66 $ .61* $ .34 $ .30*
===== ===== ===== =====
<FN>
*Adjusted to reflect 5% stock dividend effective March 17, 1995.
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)
SIX MONTHS ENDED JUNE 30, 1995
------------------------------
Unrealized
Common Stock Treasury Paid-In Retained Capital Gains
Shares Amount Stock Capital Earnings (Losses)
------ ------ -------- ------- -------- -------------
Balance December 31, 1994 50,435,974 $100,871,948 $(913,765) $105,791,761 $1,133,104,811 $601,192,480
Net Income 118,385,179
Change in Unrealized Gains
Net of Income Taxes of
$124,727,599 231,636,969
Dividends Declared (35,195,553)
5% Stock Dividend
at Market 2,521,546 5,043,092 127,338,073 (132,564,883)
Issuance of Treasury Shares 10,465 4,437
Stock Options Exercised 92,719 185,438 2,504,950
---------- ------------ --------- ------------ -------------- ------------
Balance June 30, 1995 53,050,239 $106,100,478 $(903,300) $235,639,221 $1,083,729,554 $832,829,449
========== ============ ========= ============ ============== ============
Accompanying notes are an integral part of these financial statements.
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5
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
-------------------------
1995 1994
---- ----
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . $118,385,179 $107,582,348
Adjustments to reconcile operating income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . 4,481,336 4,287,216
Increase in net unearned premiums. . . . . . . . . . 8,685,932 1,212,276
Increase in net life policy reserves . . . . . . . . 14,423,193 13,817,376
Increase in net loss and loss expense reserves . . . 85,478,037 74,058,249
Increase in net premiums receivable. . . . . . . . . (3,567,745) (4,378,882)
Increase in deferred acquisition costs . . . . . . . (4,092,942) (1,011,253)
Decrease in other liabilities. . . . . . . . . . . . (10,311,315) (18,621,376)
Increase in investment income receivable . . . . . . (5,857,009) (3,975,197)
(Decrease) increase in policy loans and accounts
receivable. . . . . . . . . . . . . . . . . . . . (643,620) 2,231,123
Decrease in deferred income taxes. . . . . . . . . . (5,854,526) (11,020,929)
Increase (decrease) in current income taxes. . . . . 9,497,385 (10,529,114)
Realized gain on investments . . . . . . . . . . . . (23,635,133) (24,824,622)
Other. . . . . . . . . . . . . . . . . . . . . . . . 1,684,260 (534,368)
------------ ------------
Net cash provided by operating activities . . . . 188,673,032 128,292,847
------------ ------------
Cash flows from investing activities:
Sale of fixed maturities investments . . . . . . . . 64,233,845 49,031,602
Maturity of fixed maturities investments . . . . . . 112,954,561 159,854,590
Sale of equity securities investments. . . . . . . . 164,065,642 61,980,975
Collection of mortgage loans . . . . . . . . . . . . 345,359 484,654
Collection of finance receivables. . . . . . . . . . 3,981,692 3,216,825
Purchase of fixed maturities investments . . . . . . (363,332,837) (260,144,559)
Purchase of equity securities investments. . . . . . (201,775,268) (160,482,124)
Investment in mortgage loans . . . . . . . . . . . . -0- (1,007,740)
Investment in land, buildings and equipment. . . . . (5,627,325) (5,922,911)
Investment in finance receivables. . . . . . . . . . (6,087,139) (4,447,014)
Investment in real estate and other. . . . . . . . . (124,477) (827,190)
------------ ------------
Net cash used in investing activities . . . . . . (231,365,947) (158,262,892)
------------ ------------
Cash flows from financing activities:
Proceeds from stock options exercised. . . . . . . . 2,690,388 1,859,802
Issuance (purchase) of treasury shares . . . . . . . 14,902 (149,607)
Increase in notes payable. . . . . . . . . . . . . . 67,970,234 30,750,860
Payment of cash dividends to shareholders. . . . . . (33,481,698) (30,195,376)
- ------------- ------------
Net cash provided by financing activities . . . . 37,193,826 2,265,679
------------- ------------
Net decrease in cash . . . . . . . . . . . . . . . . . . . (5,499,089) (27,704,366)
Cash at beginning of period. . . . . . . . . . . . . . . . 48,254,464 48,113,639
------------ ------------
Cash at end of period. . . . . . . . . . . . . . . . . . . $ 42,755,375 $ 20,409,273
============ ============
Supplemental disclosures of cash flow information
Interest paid . . . . . . . . . . . . . . . . . . . . . $ 7,159,249 $ 3,839,554
============ ============
Income taxes paid . . . . . . . . . . . . . . . . . . . $ 35,000,000 $ 50,000,000
============ ============
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, 1994 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 June 30, 1995 and December
31, 1994.
UNREALIZED GAINS AND LOSSES--The increases (decreases) in unrealized gains for
fixed maturities and equity securities (net of income tax effect) for the
six-month and three-month periods ended June 30 are as follows:
Fixed Equity
Maturities Securities Total
---------- ---------- -----
Six-Month Periods Ended
June 30, 1995 $ 92,746,757 $ 138,890,212 $ 231,636,969
June 30, 1994 (56,690,056) (107,624,240) (164,314,296)
Three-Month Periods Ended
June 30, 1995 $ 45,439,678 $ 72,880,280 $ 118,319,958
June 30, 1994 (28,253,966) 13,907,200 (14,346,766)
Such amounts are included as additions to and deductions from shareholders'
equity.
REINSURANCE--Premiums earned are net of premiums on ceded business, and
insurance losses and policyholder benefits are net of reinsurance recoveries in
the accompanying statements of income for the six-month and three-month periods
ended June 30 as follows:
Ceded Reinsurance
Premiums Recoveries
-------- -----------
Six-Month Periods Ended
June 30, 1995 $40,606,219 $28,217,348
June 30, 1994 61,277,857 7,563,024
Three-Month Periods Ended
June 30, 1995 $21,886,051 $13,599,806
June 30, 1994 36,692,244 4,133,639
7
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 a five-year period, or
over a ten-year period if granted on or after July 25, 1990. On June 30, 1995,
outstanding options for Stock Option Plan No. III totalled 87,977 shares with
purchase prices ranging from a low of $12.46 to a high of $23.13 and
outstanding options for Stock Option Plan No. IV totalled 737,536 shares with
purchase prices ranging from a low of $23.50 to a high of $59.29. All
outstanding shares have been adjusted for the 5% stock dividend declared
February 4, 1995, payable April 28, 1995 to shareholders of record of March 17,
1995.
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
interim periods are not necessarily indications of results to be expected for
this year.
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8
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Premiums earned for the six months ended June 30, 1995 have increased
$45,236,698 (8%) over the six months ended June 30, 1994. Also, premiums
earned have increased $19,574,957 (6%) for the three months ended June 30, 1995
over the three months ended June 30, 1994. For the six-month period ended June
30, 1995, the growth rate of our property and casualty subsidiaries is greater
than last year on both a gross written and earned premium basis. For the
three-month period ended June 30, 1995, the growth rate is approximately the
same as the second quarter of 1994 on both a gross written and earned premium
basis. The increase in new business, some rate increases, and lower
reinsurance costs were somewhat offset by the continued softness of the
commercial lines market. The premium volume of our life and health subsidiary
has increased 2% for the six months ended June 30, 1995 and 3% for the three
months ended June 30, 1995 compared to the comparable periods of 1994. The
premium growth in our life subsidiary is the result of slight increases in life
and health insurance sales. For the six-month and three-month periods ended
June 30, 1995, investment income, net of expenses, has increased $17,796,974
(14%) and $9,757,851 (15%) when compared with the first six months and second
three months of 1994, respectively. This increase is the result of the growth
of the investment portfolio because of investing cash flows from increased
premiums written. The growth rate is greater than last year because of higher
yields on new investments, increased cash flow provided by operating
activities, and lower catastrophe claim payments.
Realized gains on investments for the six months ended June 30, 1995 amounted
to $23,635,133 compared to $24,824,622 for the six-month period ended June 30,
1994, and $2,617,132 for the three-month period ended June 30, 1995 compared to
$5,900,547 for the three-month period ended June 30, 1994. 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)
increased $30,547,731 (7%) for the first six months of 1995 over the same
period in 1994 and increased $31,704,801 (15%) for the second quarter when
compared to the second quarter of 1994. The losses and benefits of the
property and casualty companies have increased $28,656,185 for the six-month
period and increased $31,080,149 for the second quarter of 1995 compared to the
comparable periods of 1994. The losses for the first six months and for the
second quarter have increased because of the growth of new business and a
higher incidence of claims. Catastrophe losses were $4.5 million and $18.2
million, respectively, for the first six months of 1995 and 1994 and were $4.4
million and $(.6) million, respectively, for the second quarter of 1995 and
1994. These losses were substantially lower in the first quarter of 1995
compared to the first quarter of 1994 because of a lower incidence and severity
of these weather related claims. The losses for the second quarter of 1995
compared to the same quarter of 1994 were higher because of a higher incidence
and severity of claims in 1995 while 1994 reflected a negative catastrophe
claim expense because of favorable claim development on prior catastrophes.
Policyholder benefits of the life insurance subsidiary increased $1,891,546 for
the first six months of 1995 over the same period of 1994 and increased
$624,652 for the second quarter when compared to the second quarter of 1994.
The majority of the six-month and second quarter increase is the result of a
higher incidence of death and disability income claims and related costs.
9
Commission expenses increased $6,603,171 for the six-month period ended June
30, 1995 compared to the same period for 1994 and increased $848,848 for the
second quarter of 1995 compared to the same period in 1994. The increase is
mainly attributable to the increases in new business and the effects of
favorable underwriting results. Other operating expenses increased $5,157,175
for the six-month period ended June 30, 1995 compared to the same period for
1994 and increased $907,478 for the second quarter of 1995 compared to the same
period in 1994. The increase is the result of general wage increases and the
increase in the number of employees from 1,975 at December 31, 1993 to 2,200 at
June 30, 1995 and the related expenses associated with the production of new
business.
Taxes, licenses and fees decreased $1,456,293 for the first six months of 1995
compared to the same period for 1994 and decreased $1,773,355 for the second
quarter when compared to the second quarter of 1994. The decrease in taxes is
the result of lower state corporate income taxes and state guaranty fund
assessments.
Provision for income taxes, current and deferred, have increased by $6,789,234
for the first six months of 1995 compared to the first six months of 1994 and
have decreased $2,397,131 for the second quarter of 1995 compared to the second
quarter of 1994. The increase in taxes for the first six months is
attributable to higher operating income in our property casualty companies and
higher taxable investment income and net dividends received for the
corporation. The decrease in taxes for the second quarter of 1995 compared to
1994 is the result of lower taxable income in our property casualty
subsidiaries because of a higher incidence and severity of losses and lower
capital gains for the corporation. These decreases more than offset increases
in taxable income in our noninsurance companies. The Company did not incur an
alternative minimum tax in the first six months nor second quarter of 1995 and
1994.
Notes payable increased $67,970,234 for the first six months and increased
$57,469,687 for the second quarter of 1995. The Company borrowed the
additional funds to pay for the increased losses in the property and casualty
companies instead of paying the losses from cash flow because the Company
decided to take advantage of the investment opportunities that were available
at that time.
Unrealized appreciation will fluctuate with changes in the overall fixed
maturities and equity securities market. 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.
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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
---------------------
On February 4, 1995, the Company declared a 5% stock dividend payable on April
28, 1995 to shareholders of record of March 17, 1995.
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 second
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 June 30, 1995.
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 August 11, 1995
----------------------------
By /s/ Robert J. Driehaus
-------------------------------------
R. J. Driehaus
Financial Vice President & Treasurer
(Principal Financial Officer)
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11
EXHIBIT 11
CINCINNATI FINANCIAL CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(in thousands except for per share amounts)
Six Months Ended Three Months Ended
June 30, June 30
------------------- ------------------
1995 1994* 1995 1994*
---- ---- ---- ----
Weighted average shares outstanding 52,998 52,851 53,020 52,868
Equivalent shares assumed to be
outstanding for:
Stock options 202 277 221 265
Convertible debentures 1,707 1,707 1,707 1,707
------ ------ ------ ------
Number of shares for primary
computation 54,907 54,835 54,948 54,840
Other dilutive equivalent shares--
stock options -0- -0- -0- -0-
------ ------ ------ ------
Number of shares assuming full
dilution 54,907 54,835 54,948 54,840
====== ====== ====== ======
Net income $118,385 $107,582 $55,140 $59,083
Interest on convertible debentures--
net of tax 1,430 1,430 715 715
-------- -------- ------- -------
Net income for per share computation $119,815 $109,012 $55,855 $59,798
======== ======== ======= =======
Earnings per share:
Total Primary $ 2.18 $ 1.99 $ 1.02 $ 1.09
======== ======== ======= =======
Fully Diluted $ 2.18 $ 1.99 $ 1.02 $ 1.09
======== ======== ======= =======
<FN>
*Common shares and their equivalent have been adjusted to reflect the 5% stock
dividend effective March 17, 1995.
10Q/sa