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, 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--55,098,564 shares outstanding at June 30, 1997
$79,127,000 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,
1997 1996
----------- -----------
ASSETS
- ------
Cash ................................................... $ 63,437,276 $ 59,933,485
Investments
Fixed Maturities (Cost: 1997--$2,525,672,340;
1996--$2,431,785,016) ............................. 2,667,269,970 2,561,805,150
Equity Securities (Cost: 1997--$1,605,140,137;
1996--$1,537,188,704) ............................. 4,588,151,178 3,740,180,384
Other Invested Assets ................................ 54,076,159 53,003,602
Finance Receivables .................................... 30,444,128 26,864,459
Premiums Receivable .................................... 163,372,727 162,045,482
Reinsurance Receivable ................................. 98,873,500 115,906,385
Prepaid Reinsurance Premiums ........................... 23,226,653 22,924,443
Investment Income Receivable ........................... 73,758,829 70,446,495
Land, Buildings and Equipment for Company Use (at Cost
Less Accumulated Depreciation) ....................... 40,792,631 39,486,095
Deferred Acquisition Costs Pertaining to Unearned
Premiums and to Life Policies in Force ............... 130,001,215 127,587,814
Other Assets ........................................... 45,590,425 65,330,026
-------------- --------------
Total Assets ....................................... $7,978,994,691 $7,045,513,820
============== ==============
LIABILITIES
- -----------
Insurance Reserves:
Life Policy Reserves ................................. $ 461,728,060 $ 440,280,714
Losses and Loss Expenses ............................. 1,904,749,309 1,881,167,249
Unearned Premiums ...................................... 428,771,039 425,750,431
Notes Payable .......................................... 274,490,793 262,097,826
5-1/2% Convertible Senior Debentures Due 2002 .......... 79,127,000 79,847,000
Federal Income Taxes
Current .............................................. 25,882,313 13,408,903
Deferred ............................................. 949,732,168 676,892,687
Other Liabilities ...................................... 113,145,431 103,180,572
-------------- --------------
Total Liabilities .................................. 4,237,626,113 3,882,625,382
============== ==============
SHAREHOLDERS' EQUITY
- --------------------
Common Stock, $2 per Share; Authorized 80,000,000
Shares; Issued 1997--55,897,974; 1996--55,828,615
Shares; Outstanding 1997--55,098,564; 1996--55,636,476
Shares ............................................... 111,795,948 111,657,230
Paid-In Capital ........................................ 404,599,557 401,861,619
Retained Earnings ...................................... 1,237,459,949 1,132,879,714
Unrealized Gain on Investments, Less Taxes ............. 2,042,245,040 1,527,707,080
-------------- --------------
3,796,100,494 3,174,105,643
Less Treasury Shares at Cost (1997--799,410 Shares;
1996--192,139 Shares) ............................... (54,731,916) (11,217,205)
-------------- --------------
Total Shareholders' Equity ......................... 3,741,368,578 3,162,888,438
-------------- --------------
Total Liabilities and Shareholders' Equity........ $7,978,994,691 $7,045,513,820
============== ==============
Accompanying notes are an integral part of these financial statements.
3
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six Months Ended June 30, Three Months Ended June 30,
Revenues: 1997 1996 1997 1996
---- ---- ---- ----
Premiums Earned:
Property and Casualty ........... $716,984,243 $670,843,484 $359,483,990 $337,471,448
Life ............................ 27,437,454 25,043,469 13,904,609 13,090,538
Accident and Health ............. 3,953,706 3,757,828 2,003,726 1,862,445
------------ ------------ ------------ ------------
Net Premiums Earned ........... 748,375,403 699,644,781 375,392,325 352,424,431
Investment Income, Less Expenses .. 170,920,990 162,522,515 86,689,780 80,050,820
Realized Gain on Investments ...... 44,290,988 25,889,445 19,987,851 6,612,297
Other Income ...................... 4,352,134 5,783,402 2,132,682 2,954,147
------------ ------------ ------------ ------------
Total Revenues .................. 967,939,515 893,840,143 484,202,638 442,041,695
------------ ------------ ------------ ------------
Benefits & Expenses:
Ins. Losses and Policyholder Ben... 525,690,079 539,929,072 259,191,907 267,174,308
Commissions ....................... 140,878,672 124,210,052 73,436,248 63,132,385
Other Operating Expenses .......... 67,164,834 54,983,897 34,029,757 28,454,992
Taxes, Licenses & Fees ............ 24,954,367 21,706,451 12,972,546 11,802,041
Increase in Deferred Acquisition
Costs Pertaining to Unearned
Premiums and to Life Policies
in Force ........................ (2,413,401) (2,669,401) (2,239,770) (2,325,243)
Interest Expense .................. 9,778,511 9,121,546 4,741,961 4,563,395
Other Expenses .................... 3,266,907 3,087,578 1,728,721 2,217,465
------------ ------------ ------------ ------------
Total Expenses .................. 769,319,969 750,369,195 383,861,370 375,019,343
------------ ------------ ------------ ------------
Income Before Income Taxes ......... 198,619,546 143,470,948 100,341,268 67,022,352
------------ ------------ ------------ ------------
Provision (Ben.) for Inc. Taxes:
Current ........................... 45,946,306 34,032,377 25,710,264 14,111,044
Deferred .......................... 2,795,953 (4,405,872) (1,199,282) (1,484,753)
------------ ------------ ------------ ------------
Total ........................... 48,742,259 29,626,505 24,510,982 12,626,291
------------ ------------ ------------ ------------
Net Income ......................... $149,877,287 $113,844,443 $ 75,830,286 $ 54,396,061
============ ============ ============ ============
Weighted Average Shares
Outstanding including Common
Stock Equivalents ................. 57,519,422 57,819,408 57,455,348 57,828,063
============ ============ ============ ============
Per Common Share:
Total Net Income ................ $ 2.63 $ 1.99 $ 1.33 $ .95
============ ============ ============ ============
Cash Dividends Declared ......... $ .82 $ .72 $ .41 $ .37
============ ============ ============ ============
Accompanying notes are an integral part of these financial statements.
4
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 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 113,844,443
Change in Unreal
Gains Net of
Inc. Taxes of
$38,387,240 71,290,589
Div. Declared (40,279,110)
5% Stock Div
at Market 2,652,110 5,304,220 160,452,655 (166,008,726)*
Issuance of
Treasury Shares 324,115 515,287
Stock Options
Exercised 51,811 103,622 1,869,242
---------- -------------- -------------- -------------- -------------- --------------
Bal. June 30,
l996 55,788,002 $ 111,576,004 $ (1,059,377) $ 400,008,693 $1,064,183,358 $1,230,678,852
========== ============== ============== ============== ============== ==============
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 149,877,287
Change in Unreal
Gains Net of
Inc. Taxes of
$277,058,902 514,537,960
Div. Declared (45,296,750)
Purchase/Issuance of
Treasury Shares (43,514,711) 19,656
Stock Options
Exercised 53,229 106,458 2,030,542
Conversion of
Debentures 16,130 32,260 687,740 (302)
---------- -------------- -------------- -------------- -------------- --------------
Bal. June 30,
l997 55,897,974 $ 111,795,948 $ (54,731,916) $ 404,599,557 $1,237,459,949 $2,042,245,040
========== ============== ============== ============== ============== ==============
Accompanying notes are an integral part of these financial statements.
*Includes $251,851 for fractional shares on March 15, 1996.
5
CINCINNATI FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
-------------------------
1997 1996
---- ----
Cash flows from operating activities:
Net income............................................. $149,877,287 $ 113,844,443
Adjustments to reconcile operating income to net cash
provided by operating activities:
Depreciation and amortization......................... 4,847,883 1,318,060
Increase in net unearned premiums..................... 2,718,398 3,354,827
Increase in net life policy reserves.................. 21,447,346 18,662,373
Increase in net loss and loss expense reserves ....... 40,614,945 61,103,459
Increase in net premiums receivable................... (1,327,245) (12,736,911)
Increase in deferred acquisition costs................ (2,413,401) (2,669,401)
Increase (Decrease) in other liabilities.............. 7,940,737 (7,979,882)
Increase in investment income receivable.............. (3,312,334) (3,457,298)
Decrease (Increase) in accounts receivable............ 536,599 (3,183,866)
Decrease in other assets.............................. 19,203,002 557,489
Decrease in deferred income taxes..................... (4,219,421) (4,405,872)
Increase (Decrease) in current income taxes........... 12,473,410 (4,967,620)
Realized gain on investments.......................... (44,290,988) (25,889,445)
Other................................................. 341,571 (4,497,775)
------------ -------------
Net cash provided by operating activities........... 204,437,789 129,052,581
------------ -------------
Cash flows from investing activities:
Sale of fixed maturities investments.................. 70,668,581 78,743,812
Maturity of fixed maturities investments.............. 194,743,490 133,911,701
Sale of equity securities investments................. 160,386,632 100,078,311
Collection of finance receivables..................... 5,648,059 4,852,197
Purchase of fixed maturities investments.............. (352,119,646) (279,769,482)
Purchase of equity securities investments............. (189,994,998) (160,832,659)
Investment in land, buildings and equipment........... (7,279,695) (7,132,306)
Investment in finance receivables..................... (9,227,728) (7,597,431)
Investment in other invested assets................... (1,520,676) 1,958,424
------------ -------------
Net cash used in investing activities............... (128,695,981) (135,787,433)
------------ -------------
Cash flows from financing activities:
Proceeds from stock options exercised................. 2,137,000 1,972,865
Purchase/Issuance of treasury shares.................. (43,495,055) 839,403
Increase in notes payable............................. 12,392,967 31,704,062
Payment of cash dividends to shareholders............. (43,272,929) (37,683,591)
------------ -------------
Net cash used in financing activities (72,238,017) (3,167,261)
------------ -------------
Net Increase (Decrease) in cash........................... 3,503,791 (9,902,113)
Cash at beginning of period............................... 59,933,485 20,019,459
------------ -------------
Cash at end of period..................................... $ 63,437,276 $ 10,117,346
============= =============
Supplemental disclosures of cash flow information
Interest paid........................................... $ 10,474,156 $ 10,117,173
============= =============
Income taxes paid....................................... $ 40,488,270 $ 39,000,000
============= =============
Accompanying notes are an integral part of these financial statements.
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 June 30, 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
six-month and three-month periods ended June 30 are as follows:
Fixed Equity
Maturities Securities Total
---------- ---------- -----
Six-Month Periods Ended
June 30, 1997 $ 7,525,373 $ 507,012,587 $ 514,537,960
June 30, 1996 $ (47,773,533) $ 119,064,122 $ 71,290,589
Three-Month Periods Ended
June 30, 1997 $ 24,408,787 $ 248,758,375 $ 273,167,162
June 30, 1996 $ (26,245,457) $ (38,520,345) $ (64,765,802)
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, 1997 $48,593,130 $13,314,313
June 30, 1996 $45,496,606 $18,776,455
Three-Month Periods Ended
June 30, 1997 $24,388,011 $ 303,877
June 30, 1996 $22,567,656 $ 8,846,722
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 ten-year periods.
On June 30, 1997, outstanding options were as follows:
Range of Number of
Stock Option Plan Exercise Prices Shares
----------------- --------------- ------
III $11.87 to $22.03 92,378
IV $22.38 to $79.25 990,613
V $61.43 to $79.25 298,175
NOTE III RECENTLY ISSUED ACCOUNTING STANDARDS
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 second quarter and first six-month
results and determined that the restated amounts are as follows:
Second Quarter Six-Month
-------------- ---------
1997 1996 1997 1996
---- ---- ---- ----
Net Income per Common Share $ 1.37 $ .98 $ 2.71 $ 2.04
====== ====== ====== ======
Net Income per Common Share--
Assuming Dilution $ 1.33 $ .95 $ 2.63 $ 1.99
====== ====== ====== ======
The Financial Accounting Standards Board has issued Statements of Financial
Accounting Standards No. 130--Reporting Comprehensive Income ("FAS 130") and No.
131--Disclosures about Segments of an Enterprise and Related Information ("FAS
131"). FAS 130 and FAS 131, which must be adopted in 1998, will have no effect
on the Company's financial position but may require additional disclosure.
NOTE IV 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 six months of the year.
8
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Premiums earned for the six months ended June 30, 1997 have increased
$48,730,622 (7%) over the six months ended June 30, 1996. Also, premiums earned
have increased $22,967,894 (7%) for the three months ended June 30, 1997 over
the three months ended June 30, 1996. For the six-month and three-month periods
ended June 30, 1997, the growth rate of our property and casualty subsidiaries
is less than last year on both a gross written and earned premium basis. These
growth rates were less than last year because the increases in new business and
some rate increases on personal lines business were offset by the continued
softness of the commercial lines market and by lower premiums on workers'
compensation coverages. The premium growth of our life and health subsidiary has
increased 9% for the six months ended June 30, 1997 and 6% for the three months
ended June 30, 1997 compared to the comparable periods of 1996. The premium
growth in our life subsidiary is mainly attributable to increased sales of both
traditional and interest-sensitive products. For the six-month and three-month
periods ended June 30, 1997, investment income, net of expenses, has increased
$8,398,475 (5%) and $6,638,960 (8%) when compared with the first six months and
second three months of 1996, respectively. 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 for the first six months is less than usual because of the
one-time adjustment of $2.7 million related to accrual of discount that was
included in income for the first six months of 1996.
Realized gains on investments for the six months ended June 30, 1997 amounted to
$44,290,988 compared to $25,889,445 for the six-month period ended June 30,
1996, and $19,987,851 for the three-month period ended June 30, 1997 compared to
$6,612,297 for the three-month period ended June 30, 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 $14,238,993 (3%) for the first six months of 1997 over the same period
in 1996 and decreased $7,982,401 (3%) for the second quarter when compared to
the second quarter of 1996. The losses and benefits of the property and casualty
companies have decreased $16,269,486 for the six-month period and decreased
$10,501,055 for the second quarter of 1997 compared to the comparable periods
for 1996. The property and casualty losses for the first six months and for the
second quarter of 1997 have decreased because the decrease in catastrophe losses
exceeded the increase in losses due to the growth of our business. Catastrophe
losses were $14.5 million and $37.2 million, respectively, for the first six
months of 1997 and 1996 and were $8.7 million and $24.8 million, respectively,
for the second quarter of 1997 and 1996. These losses were substantially lower
for the first six months and the second quarter of 1997 compared to the
comparable periods of 1996 because of a lower incidence and severity of these
weather related claims. Policyholder benefits of the life insurance subsidiary
increased $2,030,493 for the first six months of 1997 over the same period of
1996 and increased $2,518,654 for the second quarter when compared to the second
quarter of 1996. The majority of the six-month and second quarter increase is
the result of a higher incidence of death claims and life related costs.
9
Commission expenses increased $16,668,620 for the six-month period ended June
30, 1997 compared to the same period of 1996 and increased $10,303,863 for the
second quarter of 1997 compared to the same period in 1996. The increase is
attributable to the increases in new business and higher contingency
commissions. Other operating expenses increased $12,180,937 for the six-month
period ended June 30, 1997 compared to the same period for 1996 and increased
$5,574,765 for the second quarter of 1997 compared to the same period in 1996.
The increase is attributable to increases in staff and costs associated to our
investment in infrastructure to support future growth.
Provision for income taxes, current and deferred, have increased by $19,115,754
for the first six months of 1997 compared to the first six months of 1996 and
have increased $11,884,691 for the second quarter of 1997 compared to the second
quarter of 1996. The increase in federal taxes is primarily attributable to an
increase in the effective tax rate to 24.5% from 20.6% at June 30, 1997 and
1996, respectively, and an increase in the effective tax rate to 24.4% from
20.8% for the second quarter of 1997 and 1996, respectively.
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 June 30, 1997, the Company has repurchased
707,098 shares.
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 second 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
On April 5, 1997, the registrant held its Annual Meeting of Stockholders for
which the Board of Directors solicited proxies; and all nominees named in the
Registrant's Proxy Statement were elected.
The four directors were:
Shares
------
For Against/Abstain
--- ---------------
William F. Bahl 45,885,764 196,653
Kenneth C. Lichtendahl 45,879,543 202,874
Jackson H. Randolph 45,881,394 201,023
John J. Schiff, Jr. 45,886,056 196,361
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, 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 August 8, 1997
------------------------------------
By /s/ T.F. Elchynski
T.F. Elchynski
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)