UNITED STATES
WASHINGTON, D.C. 20549
FORM 10-Q
Commission file number 0-4604
CINCINNATI FINANCIAL CORPORATION
Registrants 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.x Yeso No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).x Yeso No
As of April 30, 2003, there were 160,729,799 shares of common stock outstanding.
TABLE OF CONTENTS
CINCINNATI FINANCIAL CORPORATIONFORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2003
Part I Financial Information
Item 1. Financial Statements
Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Balance Sheets
Accompanying notes are an integral part of these condensed consolidated financial statements.Cincinnati Financial CorporationForm 10-Q for the Quarter Ended March 31, 2003
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Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Income
Accompanying notes are an integral part of these condensed consolidated financial statementsCincinnati Financial CorporationForm 10-Q for the Quarter Ended March 31, 2003
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Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Shareholders Equity
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Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Cash Flows
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1 ACCOUNTING POLICIESThe condensed consolidated financial statements present the accounts of Cincinnati Financial Corporation and all of its subsidiaries, each of which is wholly owned, in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. All significant inter-company investments and transactions have been eliminated in consolidation. The December 31, 2002, consolidated balance sheet amounts are derived from the audited financial statements but do not include all disclosures herein required by accounting principles generally accepted in the United States of America.
The preceding summary of financial information for Cincinnati Financial Corporation and consolidated subsidiaries is unaudited. 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 are not necessarily an indication of results to be expected for the remainder of the year.
InvestmentsFixed maturities and equity securities have been classified as available for sale and are carried at fair values at March 31, 2003, and December 31, 2002.
Unrealized Gains and LossesThe increases (decreases) in unrealized gains for fixed maturities and equity securities, net of income tax effects, are as follows:
Such amounts are included as additions to (deductions from) shareholders equity.
Other-Than-Temporary ImpairmentsOther-than-temporary declines in the fair value of investments are recognized in net income as realized investment losses at the time when facts and circumstances indicate such write-downs are warranted. In the first quarter ended March 31, 2003, the company recorded $53 million in other-than-temporary impairments compared with $6 million in last years first quarter.
ReinsuranceIn the accompanying statements of income, premiums earned are net of ceded premiums and insurance losses and policyholder benefits are net of reinsurance recoveries, as follows:
Effective April 1, 2003, the company expanded its property catastrophe reinsurance program, adding another $100 million layer in excess of $300 million, and retaining 5 percent of the losses in this layer.
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Stock OptionsThe company has qualified and non-qualified stock option plans under which options are granted to employees at prices that are not less than market price at the date of grant and that are exercisable over 10-year periods. The company applies Accounting Principles Board (APB) Opinion 25 and related interpretations in accounting for these plans. Accordingly, no compensation cost has been recognized for the stock option plans.
Had compensation cost for the companys stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of Statement of Financial Accounting Standards (SFAS) No. 123 Accounting for Stock-Based Compensation, the companys net income and earnings per share would have been reduced to the pro forma amounts indicated below:
In determining the pro forma amounts above, the fair value of each option was estimated on the date of grant using the binomial option-pricing model with the following weighted-average assumptions used for grants in the three months ended March 31, 2003 and 2002, respectively: dividend yield of 2.52 percent; expected volatility of 25.90 percent; risk-free interest rates of 4.26 percent; and expected lives of 10 years for all periods. Compensation expense in the pro forma disclosures is not indicative of future amounts as options vest over several years and additional grants generally are made each year. The company has adopted the disclosure provisions of SFAS No. 148 Accounting for Stock-based Compensation Transition and Disclosure (issued in December 2002). The company will adopt a transition method when a consistent fair value recognition and measurement provision is determined by The Public Company Accounting Oversight Board and is required to be adopted.
New Accounting StandardsThe FASB issued SFAS No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities in April 2003 to amend and clarify financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Management does not expect this statement to have a significant effect on the companys consolidated financial statements.
ReclassificationsCertain prior amounts have been reclassified to conform with the current-period classifications.
NOTE 2 SEGMENT INFORMATIONThe company is organized and operates primarily in two industries, property casualty insurance and life insurance, and has four reportable segments commercial lines property casualty insurance, personal lines property casualty insurance, life insurance and investment operations. Company management regularly reviews these four segments to make decisions about allocating resources and to assess their performance. Included in the Other category are the parent company; non-investment operations of CFC Investment Company and CinFin Capital Management Company; and, non-premium income of the insurance subsidiaries.
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Revenue is primarily from unaffiliated customers. Insurance segments revenue is insurance premiums earned; investment operations revenue represents net investment income and realized investment gains and losses; and other revenue is primarily finance/lease income, asset management fees and other income of the insurance subsidiaries.
Income before income taxes for the insurance segments represents underwriting profit (loss), which is premiums earned minus losses and loss expenses incurred or policyholder benefits and other expenses. Income before income taxes for the investment operations represents net investment income plus realized investment gains and losses, less interest credited to contract holders. The investment operations segment incurred other-than-temporary impairment charges related to investments of $53 million in the first quarter of 2003 and $6 million in the first quarter of 2002. Losses before income taxes in the Other category of $10 million and $6 million recorded in the first quarter of 2003 and 2002, respectively, were primarily due to interest expense from debt of the parent company and operating expenses of the companys headquarters.
Identifiable assets by segment are those assets used in the respective segments operations. Information regarding identifiable assets is not reported separately for two reportable segments commercial lines and personal lines of property casualty insurance because these amounts are not used by company management for analysis of those segments. All fixed-maturity and equity security investments, regardless of ownership, are included in the investment operations segment.
Segment information is summarized in the following table.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following discussion highlights significant factors influencing the consolidated results of operations and financial position of Cincinnati Financial Corporation (CFC). It should be read in conjunction with the consolidated financial statements and related notes included in the companys Form 10-K for 2002. Dollar amounts are rounded to millions, calculations of percent changes are based on whole dollar amounts.
SAFE HARBOR STATEMENTThe following discussion contains certain forward-looking statements that involve potential risks and uncertainties. The companys future results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to: unusually high levels of catastrophe losses due to changes in weather patterns or other natural or man-made causes; increased frequency and/or severity of claims; environmental events or changes; insurance regulatory actions, legislation or court decisions that increase expenses or place the company at a disadvantage in the marketplace; adverse outcomes from litigation or administrative proceedings; recession or other economic conditions resulting in lower demand for insurance products; sustained decline in overall stock market values negatively affecting the companys equity portfolio, in particular a sustained decline in market value of Fifth Third shares; political, regulatory, economic, revaluation or interest-rate events that lead to a significant decline in the market value of a particular security or sector and impairment of assets; delays in the development, implementation and benefits of technology enhancements; and decreased ability to generate growth in investment income.
Further, the companys insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as recent measures impacting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.
Readers are cautioned that the company undertakes no obligation to review or update the forward-looking statements included in this material.
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RESULTS OF OPERATIONSOverview
Highlights of the companys first-quarter performance included:
PROPERTY CASUALTY INSURANCE OPERATIONS
OverviewWithin the property casualty insurance market, the company offers both commercial and personal policies through a network of independent agencies. Highlights of first-quarter property casualty insurance operations include:
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Commercial lines earned premiums rose 13.1 percent for the quarter. Net written premiums rose 10.9 percent. The primary source of growth continued to be firmer pricing on new and renewal commercial business, more than offsetting deliberate decisions to not write or renew certain business. Growth also has reflected the focus on improving customer service through the creation of smaller marketing territories, permitting local field marketing representatives to devote more time to each independent agency. During the first quarter, the company split and staffed one additional territory, bringing the total number of property casualty field territories to 84. During 2003, the company is targeting a total of six additional territories for expansion. Beginning in the first quarter 2003, the company has resumed writing three-year policies at its normal pace because of their competitive advantages.
Based on annualized premiums written directly by agencies, first-quarter commercial new business premiums were $53 million compared with $56 million in the first quarter of 2002. The growth of new business continued to be affected by the companys decision to selectively reduce workers compensation as well as construction-related writings. On the basis of annualized premiums written directly, new workers compensation premiums declined 31.1 percent in the first quarter.
The losses and loss expenses ratio for the first quarter improved by 4.7 percentage points due to programs the company has implemented to increase profitability. The improvement in the commercial lines combined ratio was offset by a 1.3 percentage-point rise in the expense ratios, primarily due to higher commissions paid to agencies, particularly contingent commissions on profitable business. Management continues to expect overall expenses to remain relatively steady although the commission expense ratio is expected to rise as workers compensation, which has a low commission rate, becomes a smaller percentage of total premiums.
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LINE OF BUSINESS ANALYSIS
The following discussion details results for the four largest of the companys commercial property casualty business lines. In total, commercial multi-peril, workers compensation, commercial auto and other liability accounted for more than 90 percent of total commercial lines earned premium in the first quarters of 2003 and 2002.
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Management monitors claim activity and appropriately modifies amounts added to losses and loss expense reserves via incurred but not yet reported (IBNR) additions on an ongoing basis. Following two Ohio Supreme Court decisions, in 2000 the company established a $110 million IBNR reserve, net of reinsurance, for past uninsured motorist/under-insured motorist losses (UM/UIM) incurred but not yet reported. The court rulings affected all auto insurers in the state. During the first quarter of 2003, the IBNR reserve was reduced by $4 million for reported claims. Recent decisions on two additional Ohio Supreme Court cases related to the period of time covered by the original decision and the timing of related claim reporting are expected to negatively affect the level of UM/UIM-related claims. During the second quarter, management will re-evaluate the adequacy of the reserve, which stood at $22 million at March 31, 2003. Management also continues to monitor cases pending before the Supreme Court in Ohio that could alter the outlook for future UM/UIM developments either positively or negatively.
COMMERCIAL LINES LOSSES INCURRED ANALYSIS (GAAP)
The company evaluates the trends in losses and case reserve increases greater than $250,000 to track frequency and severity of larger losses. In the first quarter of 2003, case reserve increases greater than $250,000 declined to 4.8 percent of earned premium from 8.1 percent a year earlier. Management believes this may be a preliminary indication that it is setting initial case reserves on reported claims more in line with higher loss costs.
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Personal Lines
Personal lines earned premiums rose 11.4 percent in the first quarter. Statutory net written premiums grew 9.6 percent. The sources of growth in the first quarter were rate increases on new and renewal personal lines business and additional premium derived from insurance-to-value initiatives and specific charges for certain coverage extensions such as water damage. The personal lines combined ratio improved by 4.2 percentage points over the year-earlier period. Catastrophe loss recoveries contributed a positive 1.3 percentage points to this years first-quarter combined ratio compared with a negative 6.0 percentage points from catastrophe losses in the first quarter of 2002.
The personal auto and homeowner business lines together accounted for almost 90 percent of total personal lines earned premiums in the first quarters of 2003 and 2002. The following analyzes growth and profitability for these lines separately:
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PERSONAL LINES LOSSES INCURRED ANALYSIS (GAAP)
Personal lines case reserve increases greater than $250,000 also declined in the first quarter to 1.6 percent of earned premium from 4.7 percent a year earlier. Management believes this further indicates that it is setting initial case reserves on reported claims more in line with higher loss costs.
LIFE INSURANCE OPERATIONS
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Net earned premiums rose 7.4 percent to $21 million, with continued growth of applications for new policies. The companys life insurance subsidiary reported first-quarter income before income taxes and realized investment losses up 10.8 percent to $12 million compared with $11 million in 2002.
First-quarter life and disability income insurance applications increased by 16.6 percent to 12,263 in 2003 from 10,519 in 2002. Within the next few months, Cincinnati Life will further expand the LifeHorizons portfolio with an enhanced disability income product and a new universal life product with long-term guarantees.
INVESTMENT OPERATIONS
INVESTMENT INCOMEConsolidated pre-tax investment income reached a new record of $116 million in the first quarter of 2003, up 6.3 percent from $109 million in last years first quarter. This gain was driven in large part by dividend increases during the year 2002 from 28 of the 46 stocks in the companys equity portfolio. These increases will add about $12 million to annualized investment income in 2003 and accounted for approximately 43 percent of the increase in first-quarter investment income. In the first three months of 2003, 10 of the 44 common stocks in the portfolio raised their dividend, which should add approximately $1 million to 2003 gross investment earnings on an annualized basis.
REALIZED INVESTMENT GAINS AND LOSSESFirst-quarter 2003 realized investment losses, before federal taxes, were $62 million, or less than 0.6 percent of total invested assets at March 31, 2003, compared with last years $8 million, or 0.1 percent of total invested assets at March 31, 2002:
In the first quarter of 2003, the company recorded $53 million in write-downs of 28 securities that management deemed had experienced other-than-temporary declines in market value versus $6 million in write-downs of three securities in last years first quarter. First-quarter 2003 other-than-temporary impairment charges included $9 million for HealthSouth-related bonds and convertible securities. The company wrote down its HealthSouth holdings following recent allegations of fraud, the resignations of senior officers and subsequent downgrading of HealthSouths debt by the rating agencies. These securities were not being considered as potentially impaired at year-end 2002.
Of the $53 million in other-than-temporary write-downs in the first quarter of 2003, the majority related to 16 high-yield corporate bonds written down by $21 million and seven convertible securities written down by $23 million.
In the first quarter of 2003, gross realized investment losses included $9 million in losses related to the sale of 11 securities that had previously been written down due to meeting the companys other-than-temporary impairment valuation criteria and $12 million in losses related to the sale of six distressed securities. In the first quarter of 2002, gross realized investment losses included $5 million in losses related to the sale of two securities that had previously been written down due to meeting the companys other-than-temporary impairment valuation criteria.
Federal Income TaxesThe effective rate for income taxes declined to 12.5 percent in the first quarter of 2003 from 19.5 percent in the first quarter of 2002 due to the higher level of total realized losses recorded this year.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
Cash flow from operations increased by $28 million over the year-earlier period due to the strong performance of the companys property casualty insurance operations and was sufficient to meet operating needs of the company. The strong operating cash flow contributed to $146 million in net new invested assets in the first quarter of 2003, more than 90 percent of which was made in investment-grade corporate bonds, government agencies and municipal bonds focusing on high quality with intermediate maturities. Net cash used in financing activities rose primarily due to the higher level of stock repurchases during the first quarter of 2003.
AssetsThe market value of the companys invested assets was $10.685 billion at March 31, 2003, compared with $11.257 billion at year-end 2002. Invested assets made up 78.8 percent of the companys $13.553 billion in assets at March 31, 2003, compared with 80.1 percent of the companys $14.059 billion in assets at year-end 2002. Information regarding the companys investment strategy and portfolio makeup is available in the 2002 Annual Report on Form 10-K.
DebtThe company has two lines of credit totaling $250 million, with the outstanding balances on the lines totaling $183 million at March 31, 2003, unchanged from year-end 2002.
DividendsIn February 2003, the board of directors authorized a 12.4 percent increase in the regular quarterly cash dividend to an indicated annual payout of $1.00, declaring a quarterly dividend of 25 cents per share, payable April 15, 2003, to shareholders of record on March 26, 2003.
Common Stock RepurchaseThe Cincinnati Financial board believes that stock repurchases can help fulfill the companys commitment to enhancing shareholder value. Consequently, the companys board has authorized the repurchase of outstanding shares.
At March 31, 2003, 5.8 million shares remained authorized for repurchase at any time in the future. The company repurchased approximately 938,700 shares of common stock during the first quarter of 2003 at a cost of $34 million. Shares repurchased total 15 million, at a total cost to the company of $498 million, since the inception of share repurchases in 1996.
OUTLOOK
Management believes the outlook for the companys results of operations, liquidity and capital resources is positive in 2003 and beyond for a number of reasons:
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OTHER MATTERS
Significant Accounting PoliciesThe company does not utilize any special purpose financing vehicles or have any undisclosed off-balance sheet arrangements. Similarly, the company holds no fair-value contracts for which a lack of marketplace quotations would necessitate the use of fair-value techniques.
During the three months ended March 31, 2003, the company did not change any significant accounting policies from those utilized in the preparation of the consolidated financial statements as of and for the year ended December 31, 2002, which are discussed in Note 1 to the Consolidated Financial Statements in the companys 2002 Annual Report on Form 10-K and updated in Note 1 to the Condensed Consolidated Financial Statements beginning on Page 5.
In conjunction with those discussions, in the Managements Discussion and Analysis contained in the 2002 Annual Report on Form 10-K, management reviews the estimates and assumptions used to develop reported amounts related to the most significant policies. Management discusses the development and selection of those accounting estimates with the audit committee of the board of directors.
New Accounting StandardsSee Note 1, beginning on Page 5, for a discussion of new accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential for a decrease in value resulting from broad yet uncontrollable forces such as: inflation, economic growth, interest rates, world political conditions or other widespread unpredictable events. It is comprised of many individual risks that, when combined, create a macroeconomic impact. The companys view of potential risks and its sensitivity to such risks is discussed in the 2002 Annual Report on Form 10-K.
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Fixed-Income SecuritiesThe company developed financial planning models during 2002 to further incorporate analytical tools in assessing market risks. Management believes the models will improve the companys ability to measure the impact on bond values resulting from changes in interest rates. Improving measurement of the impact of interest rate changes should allow for improved matching of the companys assets and liabilities.
Hypothetically, an increase in interest rates (market yields to maturity) of 100 basis points at March 31, 2003, would decrease the fair value of the fixed-income portfolio by $174 million to $3.281 billion from $3.455 billion. The interest-rate change selected represents managements views of a shift in rates that is quite possible over a one-year period. The rates selected should not be considered a prediction of future events, as interest rates may be much more volatile in the future. The analysis is not intended to provide a precise forecast of the effect of rate changes on the companys results or financial condition, nor does it take into account any actions that might be taken to reduce exposure to such risks.
Equity and Convertible SecuritiesIn the first quarter of 2003, the companys equity portfolio underperformed the Standard & Poors 500 Index, a common benchmark of market performance, losing 8.5 percent of its value versus a decline of 3.2 percent for the Index. The primary reason for the equity portfolio decline was the 14.2 percent decline between March 31, 2003, and December 31, 2002, in the market value of Fifth Third Bancorp (Nasdaq:FITB), the companys largest equity holding. Fifth Thirds value in the first quarter of 2003 was affected by uncertainty surrounding a regulatory review announced in late 2002. Some of the uncertainty was removed when Fifth Third entered into an agreement with the Federal Reserve Bank and the Ohio Department of Commerce in late March 2003. In the agreement, Fifth Third outlined the series of steps it has been taking to strengthen the areas identified. At that time, Fifth Third noted that they are extremely serious about risk management and internal controls, and that they are working hard to take the necessary steps to strengthen procedures to fully cooperate with the regulatory agencies. They said that these efforts, many of which have already begun, will result in Fifth Third emerging from this process as an even stronger company. Cincinnati Financial management believes that Fifth Third continues to meet the companys investing criteria for increasing sales, earnings and dividends, plus proven management and a favorable outlook.
At March 31, 2003, the company held six individual equity investments that accounted for approximately 88.7 percent of the after-tax net unrealized appreciation of the entire investment portfolio. The company held 72.8 million shares of Fifth Third at a cost of $283 million at March 31, 2003. The market value of that position was $3.656 billion, or 51.0 percent of Cincinnati Financials total equity portfolio, with the after-tax unrealized gain represented by the position at $2.186 billion, or 67.9 percent of the companys total after-tax unrealized gains. The Fifth Third holding represented $13.61 of the companys total book value of $32.10 per share at March 31, 2003. Every $1.00 change in the market price of Fifth Thirds common stock has approximately a 29-cent impact on Cincinnati Financials book value per share. A 20 percent change in the market price of Fifth Thirds common stock, which was $50.23 at March 31, 2003, would result in a $731 million change in assets and a $475 million change in after-tax unrealized gains. This would affect shareholders equity by 9.2 percent and book value by $2.96 per share.
Despite the portfolio decline in the first quarter, management believes the companys investment style focused on companies that pay and increase dividends to shareholders offers some protection in down markets. A prolonged downturn in the stocks of financial institutions would make future comparisons with the S&P 500 Index more difficult. While past performance cannot guarantee future returns, in 2002, the companys equity portfolio lost 7.3 percent versus a decline of 22.1 percent for the Index.
Potential ImpairmentsManagement monitors securities trading below 70 percent of book value for potential other-than-temporary impairment. At March 31, 2003, 35 securities were trading below 70 percent of book value compared with 59 at December 31, 2002, following the write-down of 28 securities as other-than-temporarily impaired during the first quarter of 2003.
The 35 securities trading below 70 percent of book value at March 31, 2003 had a market value of $77 million, or 0.7 percent of total invested assets, and a book value of $133 million. If management had determined that all securities trading below 70 percent of book value at quarter-end had met the criteria for other-than-temporary impairment, the company would have recorded an additional $56 million in realized investment losses, before taxes, at March 31, 2003.
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In managements judgment, the 35 securities trading below 70 percent of book value at March 31, 2003, that were not written down do have the potential to recover based on analysis of economic-, industry- or company-specific factors. Based on its continuous monitoring of potential impairments and the possibility that market conditions could continue to be adverse, however, management believes that some or all of the 35 securities being monitored as potentially impaired, or other securities, could meet the criteria for other-than-temporary impairment during the second quarter of 2003. Management believes that the company could record an other-than-temporary impairment charge at June 30, 2003, in the range of $30 million to $55 million, before taxes, representing 0.3 percent to 0.5 percent of invested assets at March 31, 2003.
Management deems the risk related to securities trading between 70 percent and 100 percent of book value to be relatively minor and at least partially offset by the earned income potential of these investments. At March 31, 2003, impairment to market value of all 230 securities trading in this range would have resulted in $76 million in additional realized investment losses, before taxes. At year-end 2002, 214 securities were trading in this range, representing the potential for $81 million in additional realized investment losses, before tax. In the first quarter, securities trading between 70 percent and 100 percent of book value, which represented 7.1 percent of invested assets, generated $15 million, or 13.2 percent, of total earned income.
The following table summarizes the portfolio at March 31, 2003 and December 31, 2002:
ITEM 4. CONTROLS AND PROCEDURES
In response to recent legislation and proposed regulations, in 2002 management reviewed its internal control structure and its disclosure controls and procedures. While management believes the established disclosure controls and procedures were adequate to enable the company to comply with its disclosure obligations, management implemented minor changes as a result of such review, primarily to formalize and document procedures already in place. The company also established a disclosure committee that consists of certain members of the companys senior management.
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The companys disclosure controls and procedures are designed to ensure that it records, processes, summarizes and reports material information relating to the company and its subsidiaries as required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 within the time periods specified in the Security and Exchange Commissions (SEC) rules and forms, and that such information is accumulated and communicated to the companys management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Within the 90 days prior to the date of this quarterly report, the company carried out an evaluation, under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of disclosure controls and procedures. Based on that evaluation of these disclosure controls and procedures, the chief executive officer and chief financial officer concluded that Cincinnati Financial Corporations disclosure controls and procedures were effective as of the date of such evaluation.
The chief executive officer and chief financial officer also have concluded that there were no significant changes in the companys internal controls or in other factors that could significantly affect the internal controls subsequent to the date that the company completed its evaluation.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Cincinnati Insurance Company is a defendant in Rochlin et al v. The Cincinnati Insurance Company, a purported class action lawsuit filed in December 2000 in the U.S. District Court for Southern Indiana on behalf of certain female employees in three departments of the company alleging employment-related gender discrimination in promotions and pay. The complaint seeks unspecified monetary damages and injunctive relief. In March 2002, the District Court certified a class but in May 2002 agreed to reconsider its class certification decision. The company denies the allegations of the suit and is vigorously defending this action.
The company is involved in no material litigation other than routine litigation incident to the nature of its insurance business.
ITEM 2. CHANGES IN SECURITIES
There have been no material changes in securities during the first quarter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The company has not defaulted on any interest or principal payment, and no arrearage in the payment of dividends has occurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Subsequent to the end of the first quarter, the registrant held its Annual Meeting of Shareholders on April 19, 2003, for which the board of directors solicited proxies. All nominees named in the Registrants Proxy Statement were elected.
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Shareholders rejected a proposal to require the board to establish a policy of expensing stock options granted in the companys income statement.
ITEM 5. OTHER INFORMATION
The companys chief executive officer and chief financial officer have furnished to the SEC the certification with respect to this Form 10-Q that is required by Section 906 of the Sarbanes-Oxley Act of 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(b) The company did not file any reports on Form 8-K during the quarter ended March 31, 2003.
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. The company furnished on Form 8-K on April 23, 2003, a news release announcing the first quarter 2003 financial results.
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, John J. Schiff, Jr., certify that:
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CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kenneth W. Stecher, certify that:
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