UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the transition period from __________to__________.
Commission file number 0-4604
CINCINNATI FINANCIAL CORPORATION(Exact name of registrant as specified in its charter)
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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
As of July 31, 2003, there were 160,421,516 shares of common stock outstanding.
TABLE OF CONTENTS
CINCINNATI FINANCIAL CORPORATIONFORM 10-Q FOR THE QUARTER ENDED JUNE 30, 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 financial statements.
Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Income
Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Shareholders Equity
Cincinnati Financial Corporation and SubsidiariesCondensed Consolidated Statements of Cash Flows
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. The sum of the quarterly reported amounts may not equal year-to-date amounts as each is computed independently.
InvestmentsFixed maturities and equity securities have been classified as available for sale and are carried at fair values at June 30, 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, that are included as additions to (deductions from) shareholders equity, are as follows:
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 six-month and three-month periods ended June 30, 2003, the company recorded $69 million and $17 million, respectively, in other-than-temporary impairment charges compared with $29 million and $25 million in the comparable prior-year periods (see Managements Discussion and Analysis, Page 8, for discussion of the impairment charges).
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.
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 six months ended June 30, 2003 and 2002, respectively: dividend yield of 2.52 percent and 2.20 percent; expected volatility of 25.90 percent and 25.54 percent; risk-free interest rates of 4.26 percent and 5.54 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 Financial Accounting Standards Board (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 under SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. Management does not expect this statement to have a significant effect on the companys consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer of financial instruments classifies and measures in its statement of financial position certain instruments with characteristics of both liabilities and equity. SFAS No. 150 affects an issuers accounting for various types of financial instruments that are required to be accounted for as liabilities.
SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003. For all financial instruments entered into prior to May 31, 2003, SFAS 150 is effective at the beginning of the first interim period beginning after June 15, 2003, which for the company begins July 1, 2003. The company does not have any financial instruments outstanding to which the provisions of SFAS No. 150 apply; therefore, the adoption of FASB No. 150 is not expected to have any impact on the companys consolidated financial statements.
ReclassificationsCertain prior-period 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.
Revenues are 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 revenues are 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 loss 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 six- and three-month periods of 2003 and 2002 included other-than-temporary impairment charges (see Managements Discussion and Analysis, Page 8, for discussion of the charges). Losses before income taxes in the Other category in the six- and three-month periods 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.
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 2002 Annual Report on Form 10-K. 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 Bancorp shares; political, regulatory, economic, re-valuation 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 affecting 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.
RESULTS OF OPERATIONS
Overview Financial Highlights
Management utilizes net income before realized investment gains and losses to evaluate underlying performance for a number of reasons. First, quarterly fluctuations in net realized investment gains and losses are unrelated to trends in the companys insurance business. Second, among other items, net realized investment gains and losses can include gains related to the sale of investments made at managements discretion. Third, net income before realized investment gains and losses is a measure commonly used by investors to evaluate insurance companies.
The 8.3 percent growth in revenues for the six months ended June 30, 2003, reflected:
In addition to the higher revenues, the 28.1 percent increase in net income for the six months ended June 30, 2003, reflected slower growth of benefits and expenses, resulting in improvement in the consolidated property casualty combined ratio. For the period, the ratio was 96.8 percent, including 3.8 percentage points due to catastrophe losses, compared with 103.6 percent, including 5.4 percentage points due to catastrophes, for the comparable prior six-month period. The quarterly combined ratio has remained below 100 percent for four consecutive quarters, reflecting the support and cooperation of agents, firm prices and careful attention to underwriting. As a result of the improvement, the company reported a property casualty underwriting profit of $42 million in the first half of 2003 compared with an underwriting loss of $42 million in the year-earlier period.
Book value improved $1.92, or 5.5 percent, from year-end 2002, although it remained below the year-earlier level. The bond and equity market recovery during the second quarter of 2003 increased the unrealized gains in the companys investment portfolio.
PROPERTY CASUALTY INSURANCE OPERATIONS
Within the property casualty insurance market, the company offers both commercial and personal policies through a network of independent agencies.
Commercial Lines
Commercial lines earned premiums rose 13.5 percent for the six months. The primary source of growth continued to be firm pricing on new and renewal commercial business, more than offsetting deliberate decisions not to write or renew certain policies. Beginning in the first quarter of 2003, the company resumed writing three-year package commercial policies at its normal pace because of their competitive advantages.
Based on annualized premiums written directly by agencies, commercial new business premiums for the first six months were $124 million, compared with $121 million in the first six months of 2002, as 9.0 percent growth in new business in the second quarter offset a modest decline in the first quarter.
For the first six months of 2003, the commercial lines combined ratio improved by 7.3 percentage points. The continuing improvement in the combined ratio reflected rate increases as well as longer-term efforts to ensure adequate premium for the companys exposure to each risk.
Line of Business AnalysisCommercial multi-peril, workers compensation, commercial auto and other liability account for more than 90 percent of total commercial lines earned premium. The following analyzes growth and profitability for these lines separately:
Management monitors claim activity and appropriately modifies amounts added to loss 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/underinsured motorist losses (UM/UIM) incurred but not yet reported. The court rulings affected all auto insurers in the state. During the first six-months of 2003, the IBNR reserve was reduced by $8 million for reported claims, leaving the remaining reserve balance at $18 million. Management reviewed the level of the reserve in light of several recent Ohio Supreme Court cases related to the period of time covered by the original decision and the timing of related claim reporting. Management believes the present reserve is adequate based on that review and the level of claims activity during the first six months of 2003. The company 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
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 six months of 2003, the total ratio of large losses and case reserve increases greater than $250,000 declined to 15.7 percent of earned premium from 20.4 percent a year earlier due to earned premium growth.
Personal Lines
Personal lines earned premiums rose 11.4 percent in the first six-months of 2003. The sources of growth in the first six months of 2003 were rate increases on renewal personal lines business and additional premium derived from insurance-to-value initiatives and specific charges for certain coverage extensions such as water damage. New business written directly by agents declined by 5.1 percent for the period. The personal lines combined ratio improved by 5.2 percentage points over the year-earlier period. Catastrophe losses contributed 8.4 percentage points to the combined ratio compared with 10.3 percentage points in the first six months of 2003. The combined ratio for the second quarters of 2003 and 2002 reflected the seasonal variation in the loss ratio due to weather-related losses.
Line of Business analysisThe personal auto and homeowner business lines together accounted for approximately 90 percent of total personal lines earned premiums. The following analyzes growth and profitability for these lines separately:
Personal Lines Losses Incurred Analysis
Personal lines losses and case reserve increases greater than $250,000 were 8.1 percent of earned premium compared with 9.9 percent a year earlier due to earned premium growth.
LIFE INSURANCE OPERATIONS
Results for the life insurance segment exclude the impact of investment income on assets under the management of the life insurance company reported in the investment operations segment. Income before income taxes and realized investment losses rose to breakeven for the six-month period ended June 30, 2003, compared with a loss in the comparable prior period. At June 30, 2003, invested assets under management of the life insurance company were 17.8 percent above the year earlier level.
For the six months, net earned premiums grew 6.4 percent, and new submitted applications rose 10 percent. Strong term life insurance sales led the premium growth. The introduction of the companys new individual disability income rider and anticipated enhancements to its term and universal life products in the third and fourth quarters of 2003 will further strengthen the portfolio of products.
INVESTMENT OPERATIONS
Investment IncomeConsolidated pre-tax investment income reached a new record of $230 million in the first six-months of 2003, up 5.6 percent. This gain was driven in large part by dividend increases during the year 2002 from 28 of the stocks in the companys equity portfolio. These increases are adding approximately $12 million to investment income in 2003. In the first six months of 2003, 14 of the 47 common stocks in the portfolio raised their dividend, which should add approximately $11 million to investment income on an annualized basis.
Realized Investment Gains and LossesRealized investment losses, before federal taxes, for the first six months of 2003 were $59 million, or less than 0.5 percent of total invested assets at June 30, 2003, compared with last years $18 million, or 0.2 percent of total invested assets at June 30, 2002. In the second quarter, the company recorded realized investment gains of $2 million compared with realized investment losses of $10 million in last years second quarter.
The higher level of realized investment losses in 2003 was due to the increase in write-downs of securities that management deemed had experienced other-than-temporary declines in market value. Of the $69 million in other-than-temporary write-downs in the first half of 2003 ($52 million in the first quarter and $17 million in the second quarter), the majority related to 24 high-yield corporate bonds written down $33 million and 10 convertible securities written down $26 million.
Federal Income TaxesThe effective rate for income taxes increased to 18.1 percent in the first six months of 2003 from 11.6 percent in the comparable prior period primarily due to the $42 million property casualty underwriting profit in 2003 that compares with a $42 million underwriting loss in 2002.
LIQUIDITY AND CAPITAL RESOURCESCash Flow
Cash flow from operations for the first six months of 2003 increased by $119 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 $315 million in net new invested assets in the first six months of 2003, more than 87 percent of which was made in fixed-income investments, focusing on high quality with intermediate maturities. Net cash used in financing activities rose primarily due to $46 million in stock repurchases during the first half of 2003 compared with $11 million last year.
AssetsThe market value of the companys invested assets was $11.889 billion at June 30, 2003, compared with $11.257 billion at year-end 2002. Invested assets made up 79.6 percent of the companys $14.930 billion in assets at June 30, 2003, compared with 79.7 percent of the companys $14.122 billion in assets at year-end 2002. Information regarding the companys investment strategy and portfolio composition 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 June 30, 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. On May 23, the board of directors declared a 25-cent per share regular quarterly dividend payable July 15, 2003, to shareholders of record on June 25, 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 June 30, 2003, 5.5 million shares remained authorized for repurchase at any time in the future. The company repurchased approximately 1.3 million shares of common stock during the first six months of 2003 at a cost of $46 million. Shares repurchases totaled approximately 15.6 million, at a total cost to the company of $515 million since the inception of share repurchases in 1996.
OUTLOOKManagement believes the outlook for the companys results of operations, liquidity and capital resources is positive in 2003 and beyond for a number of reasons:
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 six months ended June 30, 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.
Fixed-Income SecuritiesThe company is using financial planning models developed during 2002 to further incorporate analytical tools in assessing market risks. Management believes the models are improving the companys ability to measure the impact on bond values resulting from changes in interest rates. Improved 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 June 30, 2003, would decrease the fair value of the fixed-income portfolio by $179 million to $3.555 billion from $3.734 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 half of 2003, the companys equity portfolio underperformed the Standard & Poors 500 Index, a common benchmark of market performance, gaining 3.4 percent versus a gain of 10.8 percent for the Index. The primary reason for difference was the 14.2 percent decline between December 31, 2002, and March 31, 2003, in the market value of Fifth Third Bancorp (Nasdaq: FITB), the companys largest equity holding. During the three months ended June 30, 2003, however, the equity portfolio rose 13.7 percent versus 14.9 percent growth for the Index. Between March 31, 2003, and June 30, 2003, Fifth Thirds value increased 14.3 percent.
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 its management has been taking to strengthen identified areas. At that time, Fifth Third noted that management is extremely serious about risk management and internal controls and that the company is taking the necessary steps to strengthen procedures to fully cooperate with the regulatory agencies. Fifth Third 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 of increasing sales, earnings and dividends, plus proven management and a favorable outlook.
At June 30, 2003, the company held six individual equity investments that accounted for 84.8 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 June 30, 2003. The market value of that position was $4.179 billion, or 54.4 percent of Cincinnati Financials total equity portfolio, with the after-tax unrealized gain represented by the position at $2.532 billion, or 65.0 percent of the companys total after-tax unrealized gains. The Fifth Third holding represented $15.78 of the companys total book value of
$36.57 per share at June 30, 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 $57.42 at June 30, 2003, would result in a $836 million change in assets and a $543 million change in after-tax unrealized gains. This would affect shareholders equity by 9.3 percent and book value by $3.38 per share.
Management believes the companys investment style focused on companies that pay and increase dividends to shareholders offers some protection in down markets. 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 June 30, 2003, seven securities were trading below 70 percent of book value compared with 35 at March 31, 2003, and 59 at December 31, 2002, following the write-down of 40 securities as other-than-temporarily impaired during the first six months of 2003.
At June 30, 2003, securities trading below 70 percent of book value had a market value of $12 million, or 0.1 percent of total invested assets, and a book value of $20 million. If management had determined that all securities trading below 70 percent of book value at quarter-end had met the companys criteria for other-than-temporary impairment, the company would have recorded an additional $8 million in realized investment losses, before taxes, at June 30, 2003. Six of the seven securities have traded below 70 percent of book value for less than 12 months.
In managements judgment, the seven securities trading below 70 percent of book value at June 30, 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 securities being monitored as potentially impaired, or other securities, could meet the criteria for other-than-temporary impairment during the second half of 2003. As a result, management believes it is possible the company could record an other-than-temporary impairment charge at September 30, 2003, in the range of $5 million to $15 million, before taxes, representing less than 0.1 percent of invested assets at June 30, 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. Reflecting the recent emphasis on increasing the credit quality of the bond portfolio, as rated by Standard & Poors and Moodys, as well as impairment charges made over the past 12 months, at June 30, 2003, the number of securities trading between 70 percent and 100 percent of book value had declined to 157 from 214 at year-end 2002. Impairment to market value of all securities trading in this range would have resulted in $43 million in additional realized investment losses, before taxes, at June 30, 2003. At year-end 2002, the securities trading in this range represented the potential for $81 million in additional realized investment losses, before tax. In the first half of 2003, securities trading between 70 percent and 100 percent of book value, which represented 5.0 percent of invested assets, generated $17 million, or 7.6 percent, of total earned income.
The following table summarizes the portfolio at June 30, 2003, and December 31, 2002:
Item 4. Controls and Procedures
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 end of the second quarter.
The chief executive officer and chief financial officer also have concluded that there were no significant changes in the second quarter of 2003 to the companys internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, the companys internal control over financial reporting.
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 July 2003 the court decertified the Title VII class, but left in place conditional certification of the collective action filed under the Equal Pay Act. The company denies the allegations of the suit and is vigorously defending this action.
The company is involved in no other 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 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
As reported in the Report of Form 10-Q for the period ended March 31, 2003, on April 19, 2003, the registrant held its Annual Meeting of Shareholders, for which the board of directors solicited proxies. All nominees named in the Registrants Proxy Statement were elected.
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
Exhibit 11-Statement Re-Computation of Per Share Earnings. Item 31-302 Certifications Item 32-906 Certification
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 a news release announcing the second-quarter 2003 financial results on Form 8-K on July 29, 2003.
CINCINNATI FINANCIAL CORPORATION
Date: August 14, 2003
/S/ Kenneth W. StecherKenneth W. StecherChief Financial Officer and Senior Vice President, Secretary, Treasurer(Principal Accounting Officer)