SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-13135 HSB GROUP, INC. (Exact name of registrant as specified in its charter) CONNECTICUT 06-1475343 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. BOX 5024, ONE STATE STREET, HARTFORD, CONNECTICUT 06102-5024 (Address of principal executive offices) (Zip Code) (860) 722-1866 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since the last report) 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 The number of shares outstanding of the registrant's common stock without par value, as of June 30, 1998: 29,395,937 HSB GROUP, INC. INDEX PART I FINANCIAL INFORMATION PAGE Consolidated Statements of Operations for the Quarters Ended June 30, 1998 and 1997 and the Six Months ended June 30, 1998 and 1997 (unaudited)..................3 Statement of Comprehensive Income for the Quarters Ended June 30, 1998 and 1997 and the Six Months ended June 30, 1998 and 1997 (unaudited).............................4 Consolidated Statements of Financial Position as of June 30, 1998 (unaudited) and December 31, 1997 ....5 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1998 and 1997 (unaudited) ...6 Notes to Consolidated Financial Statements (unaudited).7 Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations.........................................11 PART II OTHER INFORMATION Item 1 - Legal Proceedings............................18 Item 4 - Submission of Matters to a Vote of Security Holders.............................19 Item 5 - Other Information............................20 Item 6 - Exhibits and Reports on Form 8-K.............20 SIGNATURES......................................................21 2 HSB GROUP, INC. Consolidated Statements of Operations Unaudited (in millions, except per share data) Quarter Six Months Ended June 30 Ended June 30 Revenues: 1998 1997 1998 1997 --------- --------- ---------- --------- Insurance premiums $ 93.1 $ 117.2 $ 194.6 $ 239.5 Engineering services 19.9 15.0 37.5 29.7 Net investment income 16.0 8.8 31.2 16.7 Realized investment gains 7.3 3.4 10.5 4.0 --------- --------- ---------- --------- Total revenues 136.3 144.4 273.8 289.9 --------- --------- ---------- -------- Expenses: Claims and adjustment 40.4 51.4 85.0 102.9 Policy acquisition 10.7 20.4 23.3 43.9 Underwriting and inspection 31.9 36.0 65.4 71.3 Engineering services 18.3 14.1 34.4 27.7 Interest 0.2 0.4 0.3 0.6 --------- --------- --------- ---------- Total expenses 101.5 122.3 208.4 246.4 --------- --------- --------- --------- Gain on sale of IRI - - 39.0 - Income from continuing operations before income taxes and distributions on capital securities $ 34.8 $ 22.1 $ 104.4 $ 43.5 Income taxes (benefit): Current 1.7 6.1 29.3 12.7 Deferred 7.6 (0.4) 2.5 (1.4) --------- --------- ---------- ------------ Total income taxes $ 9.3 $ 5.7 $ 31.8 $ 11.3 Distribution on capital securities of subsidiary trust, net of income tax benefits of $2.5 and $4.9. 4.7 - 9.2 - ------ --------- --------- ----------- Income from continuing operations $ 20.8 $ 16.4 $ 63.4 $ 32.2 Discontinued operations: Loss from operations, net of income tax benefits of $--; $--; $3.2; and $--. - - (6.6) - Gain on disposal, net of income taxes of $--; $--;$23.7; and $--. - - 36.9 - --------- --------- ---------- --------- Total discontinued operations $ - $ - $ 30.3 $ - --------- --------- ---------- --------- Net income $ 20.8 $ 16.4 $ 93.7 $ 32.2 --------- --------- ---------- ------------ Per share data: Net income per common share-basic: Income from continuing operations $ 0.71 $ 0.54 $ 2.16 $ 1.06 Net income $ 0.71 $ 0.54 $ 3.20 $ 1.06 Net income per common share-assuming dilution: Income from continuing operations $ 0.68 $ 0.53 $ 1.99 $ 1.05 Net income $ 0.68 $ 0.53 $ 2.85 $ 1.05 Dividends declared per share $ 0.40 $ 0.38 $ 0.80 $ 0.76 Average shares outstanding and common stock equivalents 35.4 30.7 35.3 30.7 See Notes to Consolidated Financial Statements. 3 HSB GROUP, INC. Statements of Comprehensive Income (in millions) (Unaudited) Quarter Ended Six Months Ended June 30 Ended June 30 1998 1997 1998 1997 ---- ---- ---- ---- Net income $ 20.8 $ 16.4 $ 93.7 $ 32.2 Other comprehensive income, net of tax: Unrealized gains on securities: Unrealized holding gains arising during the period (net of taxes of $5.4; $6.2; $14.7 and $7.2) 10.1 11.5 27.3 13.4 Add : reclassification adjustments for gains (7.0) (2.5) (6.8) (2.3) included in net income 3.1 9.0 20.5 11.1 Foreign currency translation adjustments (1.0) 0.1 (0.7) (0.2) Other comprehensive income 2.1 9.1 19.8 10.9 Comprehensive income $ 22.9 $ 25.5 $ 113.5 $ 43.1 See Notes to Consolidated Financial Statements 4 HSB GROUP, INC. Consolidated Statements of Financial Position (In millions, except per share data) June 30, December 31, 1998 1997 (Unaudited) ------------- ------------- Assets: Cash $ 17.5 $ 45.3 Short-term investments, at cost 104.4 379.2 Fixed maturities, at fair value (cost -$542.3; $241.1) 554.2 248.4 Equity securities, at fair value (cost - $340.9; $231.3 ) 461.3 323.8 ------------------------------------ Total cash and invested assets 1,137.4 996.7 Reinsurance assets 403.0 124.5 Insurance premiums receivable 164.8 138.0 Engineering services receivable 25.1 12.2 Fixed assets 40.0 36.4 Prepaid acquisition costs 26.5 42.5 Capital lease 14.9 15.3 Investment in Radian - 83.4 Other assets 132.1 88.2 ---------------- ----------------- Total assets $ 1,943.8 $ 1,537.2 ================ ============= Liabilities: Unearned insurance premiums $ 430.7 $ 287.3 Claims and adjustment expenses 337.1 276.7 Short-term borrowings 7.1 42.4 Long-term borrowings 25.1 25.1 Capital lease 27.9 27.9 Deferred income taxes 46.7 31.5 Dividends and distributions on capital securities 23.2 13.3 Ceded reinsurance payable 98.6 3.9 Other liabilities 104.4 74.9 ---------------- ----------------- Total liabilities 1,100.8 783.0 ---------------- ----------------- Company obligated mandatorily redeemable capital securities of subsidiary Trust I holding solely junior subordinated deferrable interest debentures of the Company, net of unamortized discount of $1.1 and $1.1 million, respectively 108.9 108.9 Company obligated mandatorily redeemable convertible capital securities of subsidiary Trust II holding solely junior subordinated deferrable interest debentures of the Company 300.0 300.0 Shareholders' equity: Common stock (stated value; shares authorized 75.0; shares issued 32.0; shares outstanding 29.4; 29.4) 10.0 10.0 Additional paid-in capital 34.4 31.6 Accumulated other comprehensive income 79.6 59.8 Retained earnings 316.6 248.8 Benefit plans (6.5) (4.9) ---------------- ----------------- Total shareholders' equity 434.1 345.3 ---------------- ----------------- Total $ 1,943.8 $ 1,537.2 ================ ================= Shareholders' equity per common share (restated for stock split) $ 14.77 $ 11.75 5 HSB Group, Inc. Consolidated Statements of Cash Flows Unaudited (In Millions) Six Months Ended June 30, ------------------------ 1998 1997 ----------- --------- Operating Activities: Net income 93.7 32.2 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4.4 3.3 Deferred income taxes (benefit) 2.5 (1.4) Realized investment gains, including market adjustment for derivative instruments (10.5) (4.0) Gain from the disposition of Radian (after tax) (30.3) - Gain from the disposition of IRI (after tax) (25.2) - Change in balances net of effects from purchases and sales of subsidiaries: Insurance premiums receivable (26.8) (27.3) Engineering services receivable (10.2) (0.2) Prepaid acquisition costs 16.0 (3.5) Reinsurance assets (278.5) 15.3 Unearned insurance premiums 143.4 25.4 Claims and adjustment expenses 60.4 (20.6) Ceded reinsurance payable 94.7 4.9 Investment in Radian - (3.3) Other (24.1) (7.7) ------------- ------- Cash provided by operating activities 9.5 13.1 ------------- ------- Investing Activities: Fixed asset additions, net (7.6) (2.0) Investments: Sale (purchase) of short-term investments, net 274.8 (0.6) Purchase of fixed maturities (342.4) (28.0) Proceeds from sale of fixed maturities 23.5 7.4 Redemption of fixed maturities 17.9 8.7 Purchase of equity securities (209.5) (90.1) Proceeds from disposition of Radian 128.9 - Proceeds from disposition of IRI 49.1 - Proceeds from sale of equity securities 109.0 107.3 Purchase of Solomon Associates, net of cash acquired (2.1) - ------------- ------- Cash provided by (used in) investment activities 41.6 2.7 ------------- ------- Financing Activities Increase (decrease) in short-term borrowings (35.3) 23.2 Dividends and distributions on capital securities (27.9) (23.5) Reacquisition of stock (24.1) (16.6) Exercise of stock options 8.4 1.3 ------------- ------- Cash used in financing activities (78.9) (15.6) ------------- ------- Net increase (decrease) in cash (27.8) 0.2 Cash at beginning of period 45.3 4.5 ------------- ------- Cash at end of period 17.5 4.7 ============= ======= Interest paid $ 1.1 $ 0.6 ------------- ------- Federal income tax paid $ 25.5 $ 13.1 ------------- ------- See notes to Consolidated Financial Statements. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General The interim consolidated financial statements in this report include adjustments based on management's best estimates and judgments, including estimates of future loss payments, which are necessary to present a fair statement of the results for the interim periods reported. These adjustments are of a normal, recurring nature. The financial statements are prepared on the basis of generally accepted accounting principles and should be read in conjunction with the financial statements and related notes in the 1997 Annual Report. Certain amounts for 1997 have been reclassified or restated to conform with the 1998 presentation. 2. Discontinued Operations On January 2, 1998, the Company exercised its option to put its 40 percent share in Radian International LLC (Radian LLC) to The Dow Chemical Company (Dow), for approximately $129 million, net of expenses. Radian LLC was formed in January 1996 as a joint venture with Dow to provide environmental, engineering, information technology, remediation and strategic chemical management services to industries and governments world-wide. In connection with the formation of the new company, the Company contributed substantially all of the assets of its wholly-owned subsidiary, Radian Corporation to Radian LLC. The results of Radian LLC were classified as discontinued operations following ratification in July 1997 by the Board of Directors of management's decision to exercise its put. The Company's share of Radian LLC's losses incurred subsequent to such decision of approximately $6.6 million after-tax was deferred until the closing of the sale on January 2, 1998. The after-tax gain of $30.3 million recognized in 1998 is net of deferred losses noted above. In 1996 and prior to June 1997, the Company's share of the joint venture's results were recorded as equity in Radian. 3. Industrial Risk Insurers On January 6, 1998, The Hartford Steam Boiler Inspection and Insurance Company (HSBIIC) sold its 23.5 percent share in Industrial Risk Insurers (IRI) to Employers Reinsurance Corporation (ERC), one of the world's largest reinsurance companies, in accordance with a previously announced purchase and sale agreement between ERC and IRI's twenty-three member insurers. The gain on the sale of IRI was $39.0 million pre-tax and $25.2 million after-tax. IRI is a voluntary, unincorporated joint underwriting association, which provides property insurance for the class of business known as "highly protected risks" (HPR) -- larger manufacturing, processing, and industrial businesses which have invested in protection against loss through the use of sprinklers and other means. Contemporaneous with the close of the sale, IRI was reconstituted with ERC (with a 99.5 percent share) and HSBIIC (with a .5 percent share) as the sole members. The new association has been renamed HSB Industrial Risk Insurers. HSBIIC writes the business for HSB Industrial Risk Insurers using its insurance licenses and provides certain other management and technical services. In addition, through various quota share reinsurance agreements with ERC and HSB Industrial Risk Insurers, HSBIIC transferred its manufacturing book of business to HSB Industrial Risk Insurers and will retain 85% of the equipment breakdown insurance and 15% of the property insurance of the combined insurance portfolio. 7 4. Recent Accounting Developments In June 1997 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 130 " Reporting Comprehensive Income" which requires items that comprise comprehensive income be reported in a financial statement display with the same prominence as other financial statements. This presentation will include such items as market value adjustments of securities, foreign currency translation, and certain adjustments made for benefit plans, which are currently reported as components of the changes in shareholders' equity. This statement is effective beginning in 1998 with retroactive restatement of prior periods required. Also in June of 1997 the FASB issued SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information". This standard requires companies to report financial and descriptive information about reportable operating segments. It includes disclosure requirements relating to products and services, geographic areas and major customers. This statement will be effective beginning year end 1998. 5. Legal Proceedings HSBIIC is involved in two arbitration or litigation proceedings regarding the extent to which certain explosion events are insured under boiler and machinery policies of HSBIIC or under the all-risk property insurance policies issued by other companies. Management believes HSBIIC's policies do not provide coverage for losses resulting from the explosion events that are the subject of these proceedings. HSBIIC has accrued $6.5 million with respect to these cases for potential loss adjustment expenses, including legal costs, to defend HSBIIC's position. One case is on appeal; the other case is involved in both arbitration and litigation proceedings. The arbitration has been set for a final hearing in the third quarter 1998. A trial date has not been set for either case. In the event that HSBIIC is held liable for one or both of the remaining claims, amounts in excess of HSBIIC's net maximum aggregate retention of $8.5 million is recoverable from reinsurers. Claim amounts potentially recoverable from reinsurers in the event of a possible adverse outcome in these cases could range, in the aggregate, from $40 million to $195 million. The obligations of HSBIIC's reinsurers with respect to these cases are not in dispute. Therefore, management believes that any adverse outcomes in these cases will not, in the aggregate, have a material effect on either the results of operations or financial condition of the Company. HSBIIC's reinsurance contracts do not require HSBIIC to reimburse its reinsurers for any losses such reinsurers might incur should these cases not be decided in HSBIIC's favor. Nevertheless, reinsurers often quote rates for future coverages based upon their or other reinsurers' experience on a particular account. Therefore, in the event HSBIIC's reinsurers pay significant sums pursuant to the arbitration or litigation proceedings described above, it is likely HSBIIC's reinsurance rates would increase in future periods. However, given the insured capacity that exists in reinsurance markets worldwide, coupled with HSBIIC's ability to negotiate a redesign or restructuring of its reinsurance program, it does not necessarily mean that such an increase would be material. 8 The Company is also involved in various other legal proceedings as defendant or co-defendant that have arisen in the normal course of its business. In the judgment of management, after consultation with counsel, it is improbable that any liabilities which may arise from such litigation will have a material adverse impact on the results of operations or the financial position of the Company. 6. Earnings per share In February 1997, FASB issued SFAS No. 128, "Earnings per Share". This statement established standards for computing and presenting earnings per share (EPS). It replaced the presentation of primary EPS with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement and a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. The requirements of this statement became effective for year end 1997 financial statements with prior restatement required. Accordingly, comparative information presented in the Consolidated Statements of Operations have been restated in compliance with SFAS No. 128. On April 21, 1998 the Board of Directors approved a three-for-two stock split for shares held of record on May 1, 1998. Additional shares resulting from the split were distributed on May 22, 1998. In accordance with SFAS No. 128, all earnings per share presentations have been adjusted to reflect the impact of the stock split, including retroactive restatement of prior periods. Previously, the company reported EPS of $ 0.80 and $1.58 per share for the quarter and six months ended June 30,1997, respectively. 9 Computation of Earnings per share Quarter Ended Six Months Ended June 30, 1998 June 30, 1998 ---------------------------------------- ------------------------------------- Income Shares Per Share Income Shares Per Share Income from continuing operations $20.8 $63.4 Basic EPS: Income available to common shareholders 20.8(A) 63.4(E) Weighted Average Common Shares Outstanding 29.3(B) 29.3(F) Income from continuing operations per common share-basic: $0.71(A/B) $2.16(E/F) Effect of dilutive securities: After-tax interest on convertible capital securities $ 3.4 $ 6.8 Convertible capital securities 5.3 5.3 Stock options 0.8 0.7 Diluted EPS: Income available to common and assumed conversions: $24.2(C) 35.4(D) $70.2(G) 35.3(H) Income from continuing operations per common share-assuming dilution: $0.68(C/D) $1.99(G/H) Quarter Ended Six Months Ended June 30, 1997 June 30, 1997 ------------------------------------------ --------------------------------------- Income Shares Per Share Income Shares Per Share Income from continuing operations $16.4 $32.2 Less: convertible preferred stock dividends $ 0.3 $0.6 Basic EPS: Income available to common shareholders 16.1(A) 31.6(E) Weighted Average Common Shares Outstanding 29.9(B) 30.0(F) Income from continuing operations per common share-basic: $0.54(A/B) $1.06(E/F)* Effect of dilutive securities: Preferred stock dividends $ 0.3 $0.6 Convertible preferred stock 0.4 0.4 Stock options 0.4 0.3 Diluted EPS: Income available to common and assumed conversions: $16.4(C) 30.7(D) $32.2(G) 30.7(H) Income from continuing operations per common share-assuming dilution: $0.53(C/D) $1.05(G/H) * Computation excludes rounding. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1998 RESULTS OF OPERATIONS (dollar amounts in millions) Consolidated Overview Quarter Ended Six Months Ended June 30 June 30 --------------------- ------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Gross Earned Premium .......................... $ 178.5 $ 149.2 $ 360.2 $ 305.0 Ceded Premium ................................. 85.4 32.0 165.6 65.5 ------- ------- ------- ------ Insurance premium ............................. $ 93.1 $ 117.2 $ 194.6 $ 239.5 Engineering services revenue .................. 19.9 15.0 37.5 29.7 Net investment income ......................... 16.0 8.8 31.2 16.7 Realized investment gains ..................... 7.3 3.4 10.5 4.0 ------ ------- ------- ------ Total revenues ............................ $ 136.3 $ 144.4 $ 273.8 $ 289.9 ======= ======= ======= ====== Pre-tax Income from Continuing Operations: Pre-tax income excluding sale of IRI ........ $ 34.8 $ 22.1 $ 65.4 $ 43.5 Pre-tax Gain on Sale of IRI ................. $ -- -- 39.0 -- ------- ------- ------- ------ Pre-tax income .............................. $ 34.8 $ 22.1 104.4 43.5 Income taxes on Continuing Operations ......... $ 9.3 $ 5.7 $ 31.8 $ 11.3 Distributions on Capital Securities, net of tax $ 4.7 -- 9.2 -- ------- ------- ------- ------ Income From Continuing Operations ............. $ 20.8 $ 16.4 $ 63.4 $ 32.2 After-tax Gain on Radian Disposal ............. $ -- -- $ 30.3 $ -- ------- ------- ------- -------- Net income .................................... $ 20.8 $ 16.4 $ 93.7 $ 32.2 ======= ======= ======= ====== Net income per common share: Basic ....................................... $ .71 $ .54 $ 3.20 $ 1.06 Diluted ..................................... $ .68 $ .53 $ 2.85 $ 1.05 Net income for the six months ended June 30, 1998 included after-tax gains on the sale of HSB's interests in Industrial Risk Insurers (IRI) of $ 25.2 million and Radian International LLC of $ 30.3 million. The Radian International LLC gain is net of after-tax operating losses of $ 6.6 million that were deferred in 1997 when the decision was made to exercise HSB's option to put the Company's interest to The Dow Chemical Company. As a result, HSB's interest in Radian 11 International LLC was classified as a discontinued operation. Absent these sales, HSB's after-tax earnings increased 26.8 percent from the second quarter of 1997 and increased 18.6 percent in the first six months of 1998 compared to 1997 due to improved engineering margins and higher net realized gains. Gross earned premiums grew 19.6 percent in the quarter and 18.1 percent year to date compared to the prior year. Much of this growth is attributable to HSB Industrial Risk Insurers. Contemporaneous with the sale of IRI, the IRI association was reconstituted with Employers Reinsurance Corporation (ERC) (with a 99.5 percent share) and The Hartford Steam Boiler Inspection and Insurance Company (HSBIIC) (with a .5 percent share) as sole members. The new association has been renamed HSB Industrial Risk Insurers. HSBIIC writes the business for HSB Industrial Risk Insurers using its insurance licenses and provides certain other services. HSBIIC transferred its highly protected risk (HPR) manufacturing book of business to HSB Industrial Risk Insurers and through various quota share reinsurance arrangements with ERC, HSBIIC will retain 85 percent of the equipment breakdown business and 15 percent of the property business of the combined insurance portfolio. This arrangement is the largest contributing factor in the growth of both the gross earned premium and the ceded premium. As a result, the Unearned insurance premium, the Reinsurance assets, and the Ceded reinsurance payable reflected in the Consolidated Statements of Financial Position have increased significantly. The second quarter combined ratio improved to 88.9 percent in 1998 from 91.8 percent in 1997 and the year to date combined ratio improved to 88.9 percent in 1998 from 90.9 percent in 1997. Engineering services revenue increased 32.7 percent for the second quarter and 26.4 percent year to date and margins in this business grew to 8.1 percent from 6.1 percent in the second quarter of 1997 and to 8.2 percent from 6.6 percent year to date. The effective tax rate on income from continuing operations for the second quarter and year to date were 27 percent and 30 percent compared to 26 percent for both periods in 1997. Typically tax rate fluctuations occur as underwriting and engineering services results and realized gains change the mix of pre-tax income between fully taxable earnings and tax preferred earnings that can be obtained by investing in certain instruments. In 1998 the taxes associated with the sale of IRI contributed to the higher first quarter and year to date effective tax rates. The Company continues to manage its use of tax advantageous investments to maximize after tax earnings. Recent Accounting Developments In June of 1997 the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". This standard requires companies to report financial and descriptive information about reportable operating segments. It includes disclosure requirements relating to products and services, geographic areas and major customers. This statement will be effective with calendar year 1998, however application is not required for interim financial statements in the initial year. It is possible that this standard may redefine our segment information. However, the Company has not yet determined how SFAS No. 131 will be applied. 12 Insurance Operations Insurance operations include the insurance results of HSBIIC; HSB Engineering Insurance Limited (HSB-EIL); The Boiler Inspection and Insurance Company of Canada (BI&I) and The Allen Insurance Company, Ltd. Quarter Ended Six Months Ended June 30 June 30 ------------------ --------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Gross earned premium $ 178.5 $ 149.2 $ 360.2 $ 305.0 Ceded premium 85.4 32.0 165.6 65.5 ------- ------- -------- --------- Insurance premium 93.1 117.2 194.6 239.5 Claims and adjustment expenses 40.4 51.4 85.0 102.9 Underwriting, acquisition and other expenses 42.6 56.4 88.7 115.2 ------- ------- --------- -------- Underwriting gain $ 10.1 $ 9.4 $ 20.9 $ 21.4 ======= ======= ======== ======== Loss ratio 43.4% 43.9% 43.7% 43.0% Expense ratio (Excluding Goodwill Amortization) 45.5% 47.9% 45.2% 47.9% ----- ----- ----- ----- Combined ratio 88.9% 91.8% 88.9% 90.9% ===== ===== ===== ===== Gross earned premiums in the second quarter and year to date increased 19.6 percent and 18.1 percent from the comparable periods in 1997. This increase was primarily attributable to the new arrangement with HSB Industrial Risk Insurers. Gross earned premiums from IRI increased $ 32.5 million in the second quarter of 1998 and $ 66.7 million year to date 1998 compared to the comparable periods in 1997. Gross earned premiums representing coverage outside the U.S. for non HSB Industrial Risk Insurers business increased 18.8 percent in the second quarter and 11.4 percent year to date from the comparable periods in 1997. In certain areas of our direct domestic and foreign business, the market is experiencing price erosion. HSB will not write business at rates which would lessen our ability to maintain underwriting profit. 13 Increases in ceded premium of 166.9 percent in the second quarter and 152.8 percent year to date were the result of both the new HSB Industrial Risk Insurers arrangement previously discussed and related reinsurance with ERC, and changes in the Company's reinsurance programs which now utilize more quota share reinsurance on certain of our books of business. We anticipate these new reinsurance contracts and the HSB Industrial Risk Insurers arrangement will continue to result in high growth in gross earned premium but lower growth in net earned premium. The loss ratio declined from 43.9 percent in the second quarter of 1997 to 43.4 percent in the current quarter and increased from 43.0 percent in the first six months of 1997 to 43.7 percent in the first six months of 1998. Year to date 1998 results were impacted by severe ice storms in Canada. In 1997 flood related losses impacted the loss ratio. Gross claims and adjustment expenses for the first six months of 1998 and 1997 were $ 220.7 million and $ 142.5 million, respectively. The expense ratio improved to 45.5 percent in the second quarter of 1998 from 47.9 percent in the second quarter of 1997 and to 45.2 percent year to date 1998 from 47.9 percent year to date 1997. The new quota share reinsurance agreements and the HSB Industrial Risk Insurers arrangement with ERC, both of which result in ceding commissions to HSBIIC have positively impacted our expense ratio by approximately 10 percentage points. Ceding commission should continue to positively impact the expense ratio throughout 1998. A portion of such ceding commission is intended to reimburse HSB for the additional costs of managing HSB Industrial Risk Insurers. HSBIIC completed an acquisition of the monoline boiler and machinery business of Kemper Insurance Companies, effective July 1, 1998. The two companies also completed an arrangement for HSBIIC to reinsure boiler and machinery coverage written as part of Kemper's commercial package policies. Kemper's total estimated boiler and machinery premiums were $80 million in 1997. Engineering Services Operations Quarter Ended Six Months Ended June 30 June 30 ------------------- --------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Net engineering services revenue $ 19.9 $ 15.0 $ 37.5 $ 29.7 Net engineering services expenses 18.3 14.1 34.4 27.7 ------- ------- ------- ------- Operating gain $ 1.6 $ .9 $ 3.1 $ 2.0 ======= ======== ======= ======= Net margin 8.1% 6.1% 8.2% 6.6% 14 Engineering services operations include the results of HSB's and BI&I's engineering services, HSB Reliability Technologies (HSBRT) and the Company's other engineering services subsidiaries. In April 1998 HSB acquired Solomon Associates, Inc. (SAI), based in Dallas, Texas. SAI is an engineering management consulting firm that provides comparative performance benchmarking consulting to the refining, petro-chemical and power generation industries. In 1997, SAI had gross sales of $13,000,000. SAI establishes efficiency and productivity benchmarks for 80 percent of the worldwide petroleum refining industry. This acquisition expands HSB's engineering management consulting services and benchmarking capability. Engineering services revenues increased $ 4.9 million in the second quarter and $ 7.8 million year to date compared to the same periods in 1997. The growth in revenues was primarily due to increases generated by HSBRT as their revenues increased 20.5 percent, SAI revenues of $1.4 million, as well as revenues generated by some recent small acquisitions. The improvement in operating gain from the previous periods reflects efforts to improve staff utilization and a refocus in certain areas on pricing strategies. We are still incurring costs to develop new products which have the objective of increasing growth rates. On July 1, 1998 HSB purchased Kemper's ASME inspection services business that certifies boiler and pressure vessel compliance with the codes and standards of the American Society of Mechanical Engineers. Total estimated 1997 revenues were approximately $7.5 million. The Company has been focusing on identifying acquisition candidates in the niche engineering management consulting service business, primarily in process industries, in order to grow the engineering service segment of the business. Investment Operations Quarter Ended Six Months Ended June 30 June 30 ---------------- ------------------- 1998 1997 1998 1997 ----- ------ ----- ------ Net investment income $ 16.0 $ 8.8 $ 31.2 $ 16.7 Realized investment gains 7.3 3.4 10.5 4.0 ------- ------- ------- ------- Pretax income from investment operations $ 23.3 $ 12.2 $ 41.7 $ 20.7 ======= ======= ======= ======= 15 Net investment income for the second quarter and year to date increased significantly compared to the same periods in 1997 due to the investment of proceeds from capital securities issued during the second half of 1997. In addition, proceeds from the January sales of HSB's interests in IRI and Radian International LLC significantly increased investable funds. Realized investment gains were significantly impacted in 1998 by call premiums on fixed income investments. In the second quarter of 1997 realized gains were reduced by $18.0 million and year to date 1997 by $19.4 million to reflect the estimated fair value of three "zero cost" collar contracts entered into at the end of 1996 which were used to mitigate the effects of market risk on the U.S. common stock portfolio. These collars were closed out by year end 1997. The Company's investment strategy continues to be to maximize total return on the investment portfolio through investment income and capital appreciation. Investment strategies for any given year are developed based on many factors including operational results, tax implications, regulatory requirements, interest rates, dividends to shareholders and market conditions. The investment portfolio includes a wide variety of high quality equity securities and both domestic and foreign fixed maturities. The Company continues to manage its use of tax advantageous investments to maximize after tax investment earnings. Liquidity and Capital Resources Balances at June 30 December 31 1998 1997 ------------ ---------- Total assets $ 1,943.8 $ 1,537.2 Short-term investments 104.4 379.2 Cash 17.5 45.3 All other invested assets 1,015.5 572.2 Short-term borrowing 7.1 42.4 Common shareholder's equity 434.1 345.3 Liquidity refers to the Company's ability to generate sufficient funds to meet the cash requirements of its business operations. The Company receives a regular inflow of cash from maturing investments and engineering services and insurance operations. The mix of the investment portfolio is managed to respond to expected claim pay-out patterns and other cash requirements. The Company also maintains a highly liquid short-term portfolio to provide for immediate cash needs and to offset a portion of interest rate risk relating to certain capital securities. Cash provided from operations was $9.5 million in the first six months of 1998 compared to $13.1 million for the same period in 1997. The reduction is primarily the result of the timing of settlement of portfolio transfers related to IRI in the first quarter of 1998 as compared to the first quarter of 1997. Aside from IRI activity, premiums collected were essentially flat compared to the first six months of 1997 while claims paid declined. 16 Capital resources consist of shareholders' equity, capital securities and debt outstanding and represent those funds deployed or available to be deployed to support business operations and investment activities. Common shareholders' equity of $ 434.1 million at June 30, 1998 increased by $ 88.8 million since December 31, 1997. The increase primarily reflects net income of $ 93.7 million for the year to date and an increase in unrealized gains, net of tax, of $ 19.8 million, offset by common dividends of $ 23.4 million and common stock repurchases of $24.1 million offset by issuances of $22.4 million. At June 30, 1998, the Company had significant short-term and long-term borrowing capacity. The Company is currently authorized to issue up to $75 million of commercial paper. Commercial paper outstanding at June 30, 1998 was $6 million. The Company is involved in two arbitration or litigation proceedings regarding the extent to which certain explosion events are insured under boiler and machinery policies of HSBIIC or under the all-risk property insurance policies issued by other companies. Management believes the Company's policies do not provide coverage for losses resulting from the explosion events that are the subject of these proceedings. In the opinion of management any adverse outcomes in these cases will not, in the aggregate, have a material effect on either the results of operations or financial condition of the Company. More information pertaining to these legal proceedings may be found under note 5 of the Notes to Consolidated Financial Statements herein. The Company continues to evaluate the potential coverage exposures arising out of the year 2000 and its impact on insured equipment. As has been well publicized, many computer systems and date controlled equipment may cease to function or may function in a different manner when the year 2000 arrives because they are programmed to recognize only the last two digits of the year. During the first quarter the Company filed with the various jurisdictions an endorsement to its equipment breakdown forms which reiterates that coverage is not provided for the inherent inability of computers and computerized equipment to properly recognize a particular date or time, such as the year 2000. Quantification of the Company's exposure to year 2000 losses is not possible at this time as applicable policy wordings have not been legally tested in the context of such losses. See discussion on other year 2000 uncertainties in the Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations in the Company's 1997 Report on Form 10-K. The Company writes business in European markets primarily through its U.K. subsidiary, HSB Engineering Insurance Limited. The adoption of a common currency (the euro) by eleven of the fifteen member countries of the European Union on January 1, 1999 is not expected to result in a substantial change in the business or a significant increase in costs in the short term. In part, this is due to the fact that much of the business is U.S. dollar denominated. Over time, as and if the U.K. adopts the euro as its currency there may be more of an impact. The Company will continue to monitor developments and assess impacts on markets, pricing, etc. 17 Forward-Looking Statements Certain statements contained in this report are forward-looking and are based on management's current expectations. Actual results may differ materially from such expectations depending on the outcome of certain factors described with such forward-looking statements and other factors including: significant natural disasters and severe weather conditions; changes in interest rates and the performance of the financial markets; changes in the availability, cost and collectibility of reinsurance; changes in domestic and foreign laws, regulations and taxes; the entry of new or stronger competitors and the intensification of pricing competition; the loss of current customers or the inability to obtain new customers; changes in the coverage terms selected by insurance customers, including higher deductibles and lower limits; adverse development on losses and loss adjustment expenses related to claims arising in prior periods; new insurance and reinsurance contract interpretations, including coverage issues related to Year 2000 events; changes in asset valuations; consolidation and restructuring in the financial services industry; changes in the Company's participation in joint underwriting associations, and in particular IRI; changes in the demand and customer base for engineering and inspection services offered by the Company, whether resulting from changes in the law or otherwise, and other general market conditions. PART II - OTHER INFORMATION Item 1. Legal Proceedings HSBIIC is involved in two arbitration or litigation proceedings regarding the extent to which certain explosion events are insured under boiler and machinery policies of HSBIIC or under the all-risk property insurance policies issued by other companies. Management believes HSBIIC's policies do not provide coverage for losses resulting from the explosion events that are the subject of these proceedings. HSBIIC has accrued $6.5 million with respect to these cases for potential loss adjustment expenses, including legal costs to defend HSBIIC's position. One case is on appeal; the other case is involved in both arbitration and litigation proceedings. The arbitration has been set for a final hearing in the third quarter 1998. A trial date has not been set for either case. In the event that HSBIIC is held liable for one or both of the remaining claims, amounts in excess of HSBIIC's net maximum aggregate retention of $8.5 million is recoverable from reinsurers. Claim amounts potentially recoverable from reinsurers in the event of a possible adverse outcome in these cases could range, in the aggregate, from $40 million to $195 million. The obligations of HSBIIC's reinsurers with respect to these cases are not in dispute. Therefore, management believes that any adverse outcomes in these cases will not, in the aggregate, have a material effect on either the results of operations or financial condition of the Company. HSBIIC's reinsurance contracts do not require HSBIIC to reimburse its reinsurers for any losses such reinsurers might incur should these cases not be decided in HSBIIC's favor. Nevertheless, reinsurers often quote rates for future coverages based upon their or other reinsurers' experience on a particular account. Therefore, in the event HSBIIC's reinsurers pay significant sums pursuant to the 18 arbitration or litigation proceedings described above, it is likely HSBIIC's reinsurance rates would increase in future periods. However, given the insured capacity that exists in reinsurance markets worldwide, coupled with HSBIIC's ability to negotiate a redesign or restructuring of its reinsurance program, it does not necessarily mean that such an increase would be material. The Company is also involved in various other legal proceedings as defendant or co-defendant that have arisen in the normal course of its business. In the judgment of management, after consultation with counsel, it is improbable that any liabilities which may arise from such litigation will have a material adverse impact on the results of operations or the financial position of the Company. Item 4 - Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Stockholders was held on April 21, 1998. (b) Three directors were nominated for election at the Annual Meeting. Proxies for such meeting were solicited by Registrant's management pursuant to Regulation 14A under the Securities Exchange Act of 1934; there was no solicitation in opposition to management's nominees as listed in the proxy statement; and all of such nominees were elected for a three-year term. (c) The following matters were voted upon at the Annual Meeting with the voting results indicated. 1. Election of directors Nominee Votes for Votes Withheld ------- --------- -------------- Richard H. Booth 16,220,588 201,029 Colin G. Campbell 16,219,532 202,085 Simon W. Leathes 16,230,814 190,803 2. Proposal to amend and restate the Short-Term Incentive Plan Votes for Against Abstain --------- ------- ------- 15,139,437 1,042,442 239,736 3. Proposal to amend and restate the Long-Term Incentive Plan Votes for Against Abstain --------- ------- ------- 15,164,414 1,028,033 229,168 19 4. Appointment of Coopers & Lybrand as Independent Public Accountants Votes for Against Abstain --------- ------- ------- 16,280,619 79,445 61,553 Item 5. Other Information The deadline for submission of shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company's proxy statement for its 1999 Annual Meeting of Shareholders is November 6, 1998. Additionally, if the Company receives notice of a shareholder proposal after February 20, 1998, the persons named in the proxies solicited by the Board of Directors of the Company for its 1999 Annual Meeting of Shareholders may exercise discretionary voting power with respect to such proposal. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27.1 - Financial Data Schedule Exhibit 27.2 - Financial Data Schedule (b) Reports on Form 8-K (i) Form 8-K dated April 22, 1998 to report first quarter results, a three-for-two stock split, the declaration of a quarterly dividend payable June 30, 1998, and a summary of the Company's annual meeting held on April 21, 1998. (ii) Form 8-K dated May 18, 1998 to report the signing of a letter of intent for The Hartford Steam Boiler Inspection and Insurance Company, the Company's subsidiary, to acquire Kemper Insurance Companies' monoline boiler and machinery business and to reinsure boiler and machinery coverage written as part of Kemper's commercial package policies and to acquire ASME code business. 20 SIGNATURES 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. HSB GROUP, INC. Date: August 14, 1998 By: /s/ Saul L. Basch Saul L. Basch Senior Vice President, Treasurer and Chief Financial Officer Date: August 14, 1998 By: /s/ Robert C. Walker Robert C. Walker Senior Vice President and General Counsel 21