UNITED STATES 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 September 30, 2007

 

 

or

 

 

o

 

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 001-10898

 


 

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-0518860

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

385 Washington Street,

St. Paul, MN 55102

(Address of principal executive offices) (Zip Code)

 

(651) 310-7911

(Registrant’s telephone number, including area code)

 


 

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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer    x

 

Accelerated filer    o

 

Non-accelerated filer    o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o    No x

 

The number of shares of the Registrant’s Common Stock, without par value, outstanding at October 18, 2007 was 644,950,372.

 

 



 

The Travelers Companies, Inc.

 

Quarterly Report on Form 10-Q

 

For Quarterly Period Ended September 30, 2007

 


 

TABLE OF CONTENTS

 

 

 

Page

 

 

Part I – Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

Consolidated Statement of Income (Unaudited) – Three Months and Nine Months Ended September 30, 2007 and 2006

3

 

 

 

 

 

 

Consolidated Balance Sheet – September 30, 2007 (Unaudited) and December 31, 2006

4

 

 

 

 

 

 

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) – Nine Months Ended September 30, 2007 and 2006

5

 

 

 

 

 

 

Consolidated Statement of Cash Flows (Unaudited) – Nine Months Ended September 30, 2007 and 2006

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

7

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

40

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

81

 

 

 

 

 

Item 4.

Controls and Procedures

81

 

 

 

 

 

 

Part II – Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

82

 

 

 

 

 

Item 1A.

Risk Factors

89

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

89

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

89

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

89

 

 

 

 

 

Item 5.

Other Information

89

 

 

 

 

 

Item 6.

Exhibits

89

 

 

 

 

 

 

SIGNATURES

90

 

 

 

 

 

 

EXHIBIT INDEX

91

 

 

2



 

Item 1. FINANCIAL STATEMENTS

 

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(in millions, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Premiums

 

$

5,416

 

$

5,260

 

$

16,038

 

$

15,432

 

Net investment income

 

929

 

858

 

2,879

 

2,607

 

Fee income

 

148

 

150

 

395

 

453

 

Net realized investment gains

 

 

12

 

142

 

16

 

Other revenues

 

33

 

36

 

72

 

113

 

Total revenues

 

6,526

 

6,316

 

19,526

 

18,621

 

 

 

 

 

 

 

 

 

 

 

Claims and expenses

 

 

 

 

 

 

 

 

 

Claims and claim adjustment expenses

 

2,985

 

3,047

 

9,270

 

9,242

 

Amortization of deferred acquisition costs

 

956

 

858

 

2,740

 

2,472

 

General and administrative expenses

 

817

 

869

 

2,486

 

2,529

 

Interest expense

 

94

 

88

 

255

 

242

 

Total claims and expenses

 

4,852

 

4,862

 

14,751

 

14,485

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,674

 

1,454

 

4,775

 

4,136

 

Income tax expense

 

476

 

411

 

1,237

 

1,117

 

Net income

 

$

1,198

 

$

1,043

 

$

3,538

 

$

3,019

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

 

 

 

 

Basic

 

$

1.85

 

$

1.52

 

$

5.36

 

$

4.37

 

Diluted

 

$

1.81

 

$

1.47

 

$

5.22

 

$

4.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

648.4

 

685.3

 

658.9

 

689.7

 

Diluted

 

661.9

 

714.6

 

680.3

 

718.6

 

 

See notes to consolidated financial statements (unaudited).

 

3



 

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in millions)

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Fixed maturities, available for sale at fair value (including $1,893 and $1,674 subject to securities lending) (amortized cost $64,048 and $62,244)

 

$

64,203

 

$

62,666

 

Equity securities, at fair value (cost $418 and $436)

 

446

 

473

 

Real estate

 

862

 

793

 

Short-term securities

 

4,876

 

4,938

 

Other investments

 

3,372

 

3,398

 

Total investments

 

73,759

 

72,268

 

 

 

 

 

 

 

Cash

 

391

 

459

 

Investment income accrued

 

848

 

827

 

Premiums receivable

 

6,273

 

6,181

 

Reinsurance recoverables

 

16,119

 

17,820

 

Ceded unearned premiums

 

1,376

 

1,243

 

Deferred acquisition costs

 

1,838

 

1,615

 

Deferred tax asset

 

1,376

 

1,536

 

Contractholder receivables

 

6,758

 

6,554

 

Goodwill

 

3,366

 

3,438

 

Other intangible assets

 

848

 

764

 

Other assets

 

2,692

 

2,587

 

Total assets

 

$

115,644

 

$

115,292

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Claims and claim adjustment expense reserves

 

$

58,036

 

$

59,288

 

Unearned premium reserves

 

11,487

 

11,228

 

Contractholder payables

 

6,758

 

6,554

 

Payables for reinsurance premiums

 

877

 

685

 

Debt

 

6,243

 

5,760

 

Other liabilities

 

5,936

 

6,642

 

Total liabilities

 

89,337

 

90,157

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Preferred Stock Savings Plan–convertible preferred stock (0.4 shares issued and outstanding at both dates)

 

115

 

129

 

Common stock (1,750.0 shares authorized; 646.1 and 678.3 shares issued and outstanding)

 

18,916

 

18,530

 

Retained earnings

 

10,235

 

7,253

 

Accumulated other changes in equity from nonowner sources

 

295

 

452

 

Treasury stock, at cost (63.7 and 25.2 shares)

 

(3,254

)

(1,229

)

Total shareholders’ equity

 

26,307

 

25,135

 

Total liabilities and shareholders’ equity

 

$

115,644

 

$

115,292

 

 

See notes to consolidated financial statements (unaudited).

 

4



 

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)

 

For the nine months ended September 30,

 

2007

 

2006

 

Convertible preferred stock—savings plan

 

 

 

 

 

Balance, beginning of year

 

$

129

 

$

153

 

Redemptions during period

 

(14

)

(17

)

Total preferred shareholders’ equity

 

115

 

136

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

Balance, beginning of year

 

18,530

 

18,096

 

Employee share-based compensation

 

219

 

109

 

Conversion of convertible notes

 

36

 

 

Compensation amortization under share-based plans and other

 

131

 

123

 

Balance, end of period

 

18,916

 

18,328

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

Balance, beginning of year

 

7,253

 

3,750

 

Net income

 

3,538

 

3,019

 

Dividends

 

(557

)

(523

)

Other

 

1

 

(1

)

Balance, end of period

 

10,235

 

6,245

 

 

 

 

 

 

 

Accumulated other changes in equity from nonowner sources, net of tax

 

 

 

 

 

Balance, beginning of year

 

452

 

351

 

Change in net unrealized gain on investment securities

 

(231

)

83

 

Net change in unrealized foreign currency translation and other changes

 

74

 

52

 

Balance, end of period

 

295

 

486

 

 

 

 

 

 

 

Treasury stock (at cost)

 

 

 

 

 

Balance, beginning of year

 

(1,229

)

(47

)

Reacquired under share repurchase program

 

(1,947

)

(371

)

Reacquired related to employee share-based compensation plans

 

(78

)

(30

)

Balance, end of period

 

(3,254

)

(448

)

Total common shareholders’ equity

 

26,192

 

24,611

 

Total shareholders’ equity

 

$

26,307

 

$

24,747

 

 

 

 

 

 

 

Common shares outstanding

 

 

 

 

 

Balance, beginning of year

 

678.3

 

693.4

 

Shares acquired – share repurchase program

 

(37.0

)

(8.4

)

Net shares issued under employee share-based compensation plans

 

4.1

 

4.5

 

Shares issued pursuant to conversion of convertible notes

 

0.7

 

 

Balance, end of period

 

646.1

 

689.5

 

 

 

 

 

 

 

Summary of changes in equity from nonowner sources

 

 

 

 

 

Net income

 

$

3,538

 

$

3,019

 

Other changes in equity from nonowner sources, net of tax

 

(157

)

135

 

Total changes in equity from nonowner sources

 

$

3,381

 

$

3,154

 

 

See notes to consolidated financial statements (unaudited).

 

5



 

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in millions)

 

For the nine months ended September 30,

 

2007

 

2006

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

3,538

 

$

3,019

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Net realized investment gains

 

(142

)

(16

)

Depreciation and amortization

 

605

 

607

 

Deferred federal income tax expense

 

249

 

353

 

Amortization of deferred policy acquisition costs

 

2,740

 

2,472

 

Equity income from other investments

 

(489

)

(358

)

Premiums receivable

 

(135

)

(94

)

Reinsurance recoverables

 

1,694

 

1,440

 

Deferred acquisition costs

 

(2,988

)

(2,590

)

Claims and claim adjustment expense reserves

 

(1,074

)

(1,997

)

Unearned premium reserves

 

363

 

462

 

Trading account activities

 

(3

)

6

 

Excess tax benefits from share-based payment arrangements

 

(23

)

(8

)

Other

 

(396

)

(178

)

Net cash provided by operating activities

 

3,939

 

3,118

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds from maturities of fixed maturities

 

3,957

 

4,408

 

Proceeds from sales of investments:

 

 

 

 

 

Fixed maturities

 

3,681

 

3,626

 

Equity securities

 

77

 

224

 

Other investments

 

1,163

 

848

 

Purchases of investments:

 

 

 

 

 

Fixed maturities

 

(9,686

)

(10,240

)

Equity securities

 

(63

)

(91

)

Real estate

 

(69

)

(23

)

Other investments

 

(562

)

(550

)

Net purchases of short-term securities

 

(64

)

(1,368

)

Securities transactions in course of settlement

 

(331

)

350

 

Other

 

(292

)

(215

)

Net cash used in investing activities

 

(2,189

)

(3,031

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Payment of debt

 

(1,956

)

(46

)

Issuance of debt

 

2,461

 

786

 

Dividends to shareholders

 

(557

)

(524

)

Issuance of common stock – employee share options

 

192

 

89

 

Treasury shares acquired – share repurchase program

 

(1,947

)

(367

)

Treasury shares acquired – net employee share-based compensation

 

(39

)

(17

)

Excess tax benefits from share-based payment arrangements

 

23

 

8

 

Other

 

1

 

 

Net cash used in financing activities

 

(1,822

)

(71

)

Effect of exchange rate changes on cash

 

4

 

4

 

Net increase (decrease) in cash

 

(68

)

20

 

Cash at beginning of period

 

459

 

337

 

Cash at end of period

 

$

391

 

$

357

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Income taxes paid

 

$

935

 

$

591

 

Interest paid

 

$

240

 

$

250

 

 

See notes to consolidated financial statements (unaudited).

 

6



 

THE TRAVELERS COMPANIES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1.                       BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim consolidated financial statements include the accounts of The Travelers Companies, Inc. (together with its subsidiaries, the Company). These financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP) and are unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. Certain reclassifications have been made to the 2006 financial statements to conform to the 2007 presentation. This includes a reclassification of certain contractholder receivables and payables in the consolidated balance sheet, which had previously been reported on a net basis, to a gross basis, consistent with the Company’s accounting policy. The accompanying interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s 2006 Annual Report on Form 10-K/A.

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and claims and expenses during the reporting period. Actual results could differ from those estimates. All material intercompany transactions and balances have been eliminated.

 

Effective February 26, 2007, The St. Paul Travelers Companies, Inc. amended its articles of incorporation to change its name to The Travelers Companies, Inc. and, effective the same day, amended its bylaws to reflect the name change.

 

Adoption of New Accounting Standards

 

Accounting for Uncertainty in Income Taxes

 

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 is intended to clarify the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

Under FIN 48, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position that meets the more-likely-than-not recognition threshold shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

 

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

 

The adoption of FIN 48 at January 1, 2007 did not have a material effect on the Company’s financial position.

 

The total amount of unrecognized tax benefits as of January 1, 2007 was $339 million. Included in that balance were $101 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate and $175 million of tax positions for which the ultimate deductibility is certain, but for which there is uncertainty about the timing of deductibility. The timing of such deductibility would not affect the annual effective tax rate. The balance of unrecognized tax benefits at January 1, 2007 was comprised of $63 million of unrecognized tax benefits that, if recognized, would reduce goodwill.

 

7



 

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in income taxes. The Company had approximately $35 million for the payment of interest accrued at January 1, 2007.

 

During the nine months ended September 30, 2007, the Company effectively settled Internal Revenue Service (IRS) tax examinations for all years through December 31, 2004. As a result, the Company recorded after-tax benefits of $0 and $86 million in its consolidated statement of income for the three months and nine months ended September 30, 2007, respectively. In addition, $63 million of previously unrecognized tax benefits related to the IRS settlement were recognized through a reduction of goodwill during the second quarter of 2007.

 

The Company does not expect any significant changes to its liability for unrecognized tax benefits during the next twelve months.

 

In May 2007, the FASB issued FASB Staff Position (FSP) FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (FSP FIN 48-1). The FSP addresses whether it is appropriate for a company to recognize a previously unrecognized tax benefit when the only factor that has changed, since determining that a benefit should not be recognized, was the completion of an examination or audit by a taxing authority. The FSP is effective January 1, 2007, the date of the Company’s initial adoption of FIN 48. The adoption of FSP FIN 48-1 did not have a material effect on the Company’s results of operations, financial condition or liquidity.

 

Accounting for Certain Hybrid Financial Instruments

 

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140 (FAS 155). FAS 155 nullifies the guidance in the FASB’s Derivatives Implementation Group Issue D1 “Application of Statement 133 to Beneficial Interests in Securitized Assets”, which had deferred the bifurcation requirements of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), for certain beneficial interests in securitized financial assets. FAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or hybrid instruments that contain an embedded derivative requiring bifurcation.

 

FAS 155 permits entities to fair value any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. This election is on a contract-by-contract basis and is irrevocable. Additionally, FAS 155 narrows the exception afforded to interest-only strips and principal-only strips from derivative accounting. In addition, FAS 155 clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement 125, to eliminate the restriction on the passive derivative instruments a Qualifying Special Purpose Entity can hold.

 

FAS 155 is effective for all financial instruments acquired, issued or subject to a remeasurement (new basis) event occurring after the beginning of an entity’s fiscal year that begins after September 15, 2006. At adoption, for contracts where the fair value option has been elected, any difference between the total carrying amount of the individual components of the existing bifurcated hybrid financial instrument and the fair value of the combined hybrid financial instrument should be recognized as a cumulative-effect adjustment to beginning retained earnings.

 

In January 2007, the FASB released Statement 133 Implementation Issue No. B40, Embedded Derivatives: Application of Paragraph 13(b) to Securitized Interests in Prepayable Financial Assets (B40). B40 provides a limited scope exception from paragraph 13(b) of FAS 133 for securitized interests that contain only an embedded derivative that is tied to the prepayment risk of the underlying prepayable financial assets, and if both of the following criteria are met: (a)  the investor does not control the right to accelerate the settlement, and (b) the securitized interest does not contain an embedded derivative for which bifurcation would be required other than an embedded derivative that results from embedded call options in the underlying financial assets. B40 is effective upon the adoption of FAS 155, except for criterion (b) which is not applicable to securitized interests issued before June 30, 2007, and that only include embedded derivatives that have an extremely remote possibility of having greater than a trivial fair value during the life of the securitized interest.

 

8



 

The Company adopted FAS 155 effective January 1, 2007 and it did not elect the fair value option. There was no cumulative effect upon adoption of FAS 155.

 

Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts

 

In September 2005, the Accounting Standards Executive Committee (AcSEC) issued Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1). SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in Statement of Financial Accounting Standards No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. The adoption of SOP 05-1 effective January 1, 2007 did not have a material effect on the Company’s results of operations, financial condition or liquidity.

 

Endorsement Split-Dollar Life Insurance Arrangements

 

In September 2006, FASB issued Emerging Issues Task Force Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (EITF 06-4). EITF 06-4 requires a company to recognize a liability and related compensation expense for endorsement split-dollar life insurance policies that provide a benefit to an employee that extends to postretirement periods. EITF 06-4 is effective January 1, 2008, with earlier adoption permitted. The early adoption of EITF 06-4 on January 1, 2007 did not have a material effect on the Company’s results of operations, financial condition or liquidity.

 

Accounting for Corporate-Owned Life Insurance

 

In September 2006, the FASB issued Emerging Issues Task Force Issue No. 06-5, Accounting for Purchase of Life Insurance – Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No 85-4 (EITF 06-5). EITF 06-5 provides additional guidance on determining the amount that can be realized under a corporate-owned life insurance contract (that is, converted to cash) based upon how the contract is assumed to be hypothetically settled. The adoption of EITF 06-5 on January 1, 2007 did not have a material effect on the Company’s results of operations, financial condition or liquidity.

 

Accounting Standards Not Yet Adopted

 

Fair Value Measurements

 

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. It applies to other pronouncements that require or permit fair value but does not require any new fair value measurements. The statement defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

 

FAS 157 establishes a fair value hierarchy to increase consistency and comparability in fair value measurements and disclosures. The hierarchy is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets. The highest possible level should be used to measure fair value.

 

FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the provisions of FAS 157 to have a material effect on its results of operations, financial condition or liquidity.

 

9



 

Fair Value Option for Financial Assets and Financial Liabilities

 

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (FAS 159). FAS 159 permits an entity to irrevocably elect fair value on a contract-by-contract basis as the initial and subsequent measurement attribute for many financial assets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option would be required to recognize changes in fair value in earnings and to expense up-front costs and fees associated with the item for which the fair value option is elected. Entities electing the fair value option are required to distinguish on the face of the statement of financial position the fair value of assets and liabilities for which the fair value option has been elected, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this by either reporting the fair value and non-fair-value carrying amounts as separate line items or aggregating those amounts and disclosing parenthetically the amount of fair value included in the aggregate amount.

 

FAS 159 is effective for fiscal years beginning after November 15, 2007. Upon adoption, an entity is permitted to elect the fair value option irrevocably for any existing asset or liability within the scope of the standard. The adjustment to reflect the difference between the fair value and the carrying amount would be accounted for as a cumulative-effect adjustment to retained earnings as of the date of initial adoption. Retrospective application would not be permitted. The Company does not intend to elect the fair value option for assets and liabilities currently held, and therefore FAS 159 will not have an impact on the Company’s results of operations, financial condition or liquidity.

 

Collateral Assignment Split-Dollar Life Insurance Arrangements

 

In March 2007, the FASB issued Emerging Issues Task Force Issue No. 06-10, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements (EITF 06-10). EITF 06-10 provides guidance on the recognition and measurement of assets related to collateral assignment split-dollar life insurance arrangements. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company does not expect the provisions of EITF 06-10 to have a material effect on its results of operations, financial condition or liquidity.

 

Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies

 

In June 2007, AcSEC issued Statement of Position 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (SOP 07-1). SOP 07-1 provides guidance in determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies. It also addresses whether the specialized industry accounting of the Investment Company Audit Guide should be retained by a parent company in consolidation or by an equity method investor. The provisions of SOP 07-1 are effective for fiscal years beginning on or after December 15, 2007. In October, the FASB voted to have FASB staff draft a proposed indefinite deferral of the effective date of SOP 07-1. The proposed deferral will be issued with a 30-day comment period.

 

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

 

In June 2007, the FASB issued Emerging Issues Task Force Issues No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11).   EITF 06-11 provides guidance on the treatment of realized income tax benefits related to dividend payments to employees holding equity shares, nonvested equity share units, and outstanding equity share options.  EITF 06-11 shall be applied to share-based payment awards that are declared in fiscal years beginning after December 15, 2007.  The Company does not expect the provisions of EITF 06-11 to have a material effect on its results of operations, financial condition or liquidity.

 

10



 

Nature of Operations

 

The Company is organized into three reportable business segments: Business Insurance; Financial, Professional & International Insurance; and Personal Insurance. These segments reflect the manner in which the Company’s businesses are managed and represent an aggregation of products and services based on type of customer, how the business is marketed, and the manner in which risks are underwritten. The business segments are as follows:

 

Business Insurance

 

The Business Insurance segment offers a broad array of property and casualty insurance and insurance-related services to its clients primarily in the United States. Business Insurance is organized into the following six groups, which collectively comprise Business Insurance Core operations: Select Accounts, Commercial Accounts, National Accounts, Industry-Focused Underwriting, Target Risk Underwriting and Specialized Distribution.

 

Business Insurance also includes the Special Liability Group (which manages the Company’s asbestos and environmental liabilities); the assumed reinsurance, health care, and certain international and other runoff operations; and policies written by the Company’s Gulf operation (Gulf), which was placed into runoff during the second quarter of 2004. These are collectively referred to as Business Insurance Other.

 

Financial, Professional & International Insurance

 

The Financial, Professional & International Insurance segment includes surety and financial liability coverages, which require a primarily credit-based underwriting process, as well as property and casualty products that are primarily marketed on an international basis. The segment includes the Bond & Financial Products group, as well as the International and Lloyd’s group.

 

In March 2007, the Company completed the sale of its Mexican surety subsidiary, Afianzadora Insurgentes, S.A. de C.V., which accounted for $0 and $25 million of net written premiums in the third quarter and first nine months of 2007, respectively, and $21 million and $59 million of net written premiums in the third quarter and first nine months of 2006, respectively. The impact of this transaction was not material to the Company’s results of operations or financial condition.

 

Personal Insurance

 

The Personal Insurance segment writes virtually all types of property and casualty insurance covering personal risks. The primary coverages in Personal Insurance are automobile and homeowners insurance sold to individuals.

 

In April 2007, the Company completed the sale of its subsidiary, Mendota Insurance Company, and its wholly-owned subsidiaries, Mendakota Insurance Company and Mendota Insurance Agency, Inc. (collectively, Mendota). These subsidiaries primarily offered nonstandard automobile coverage and accounted for $0 and $49 million of net written premiums in the third quarter and first nine months of 2007, respectively, and $48 million and $146 million of net written premiums in the third quarter and first nine months of 2006, respectively. The sale was not material to the Company’s results of operations or financial condition.

 

11



 

2.             SEGMENT INFORMATION

 


(for the three months
ended September 30,
in millions)

 

Business
Insurance

 

Financial,
Professional &
International
Insurance

 



Personal
Insurance

 


Total
Reportable
Segments

 

2007 Revenues

 

 

 

 

 

 

 

 

 

Premiums

 

$

2,850

 

$

854

 

$

1,712

 

$

5,416

 

Net investment income

 

664

 

126

 

139

 

929

 

Fee income

 

148

 

 

 

148

 

Other revenues

 

1

 

5

 

23

 

29

 

Total operating revenues (1)

 

$

3,663

 

$

985

 

$

1,874

 

$

6,522

 

Operating income (1)

 

$

803

 

$

183

 

$

276

 

$

1,262

 

 

 

 

 

 

 

 

 

 

 

2006 Revenues

 

 

 

 

 

 

 

 

 

Premiums

 

$

2,737

 

$

850

 

$

1,673

 

$

5,260

 

Net investment income

 

610

 

108

 

140

 

858

 

Fee income

 

150

 

 

 

150

 

Other revenues

 

8

 

5

 

23

 

36

 

Total operating revenues (1)

 

$

3,505

 

$

963

 

$

1,836

 

$

6,304

 

Operating income (1)

 

$

613

 

$

144

 

$

341

 

$

1,098

 

 


(for the nine months
ended September 30,
in millions)

 

Business
Insurance

 

Financial,
Professional &
International
Insurance

 



Personal
Insurance

 


Total
Reportable
Segments

 

2007 Revenues

 

 

 

 

 

 

 

 

 

Premiums

 

$

8,415

 

$

2,542

 

$

5,081

 

$

16,038

 

Net investment income

 

2,075

 

372

 

432

 

2,879

 

Fee income

 

395

 

 

 

395

 

Other revenues

 

15

 

16

 

68

 

99

 

Total operating revenues (1)

 

$

10,900

 

$

2,930

 

$

5,581

 

$

19,411

 

Operating income (1)

 

$

2,286

 

$

491

 

$

818

 

$

3,595

 

 

 

 

 

 

 

 

 

 

 

2006 Revenues

 

 

 

 

 

 

 

 

 

Premiums

 

$

8,095

 

$

2,477

 

$

4,860

 

$

15,432

 

Net investment income

 

1,881

 

313

 

411

 

2,605

 

Fee income

 

453

 

 

 

453

 

Other revenues

 

24

 

16

 

69

 

109

 

Total operating revenues (1)

 

$

10,453

 

$

2,806

 

$

5,340

 

$

18,599

 

Operating income (1)

 

$

1,919

 

$

434

 

$

784

 

$

3,137

 

 


(1)

 

Operating revenues exclude net realized investment gains (losses). Operating income equals net income excluding the after-tax impact of net realized investment gains (losses).

 

12



 

Business Segment Reconciliations

 

(in millions)

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenue reconciliation

 

 

 

 

 

 

 

 

 

Earned premiums:

 

 

 

 

 

 

 

 

 

Business Insurance:

 

 

 

 

 

 

 

 

 

Commercial multi-peril

 

$

780

 

$

771

 

$

2,310

 

$

2,276

 

Workers’ compensation

 

562

 

494

 

1,644

 

1,510

 

Commercial automobile

 

508

 

508

 

1,524

 

1,487

 

Property

 

499

 

472

 

1,479

 

1,405

 

General liability

 

495

 

480

 

1,422

 

1,394

 

Other

 

6

 

12

 

36

 

23

 

Total Business Insurance

 

2,850

 

2,737

 

8,415

 

8,095

 

 

 

 

 

 

 

 

 

 

 

Financial, Professional & International Insurance:

 

 

 

 

 

 

 

 

 

General liability

 

237

 

254

 

721

 

752

 

Fidelity and surety

 

275

 

283

 

813

 

819

 

International

 

310

 

283

 

910

 

816

 

Other

 

32

 

30

 

98

 

90

 

Total Financial, Professional & International Insurance

 

854

 

850

 

2,542

 

2,477

 

 

 

 

 

 

 

 

 

 

 

Personal Insurance:

 

 

 

 

 

 

 

 

 

Automobile

 

920

 

939

 

2,771

 

2,721

 

Homeowners and other

 

792

 

734

 

2,310

 

2,139

 

Total Personal Insurance

 

1,712

 

1,673

 

5,081

 

4,860

 

Total earned premiums

 

5,416

 

5,260

 

16,038

 

15,432

 

Net investment income

 

929

 

858

 

2,879

 

2,605

 

Fee income

 

148

 

150

 

395

 

453

 

Other revenues

 

29

 

36

 

99

 

109

 

Total operating revenues for reportable segments

 

6,522

 

6,304

 

19,411

 

18,599

 

Interest Expense and Other

 

4

 

 

(27

)

6

 

Net realized investment gains

 

 

12

 

142

 

16

 

Total consolidated revenues

 

$

6,526

 

$

6,316

 

$

19,526

 

$

18,621

 

 

 

 

 

 

 

 

 

 

 

Income reconciliation, net of tax

 

 

 

 

 

 

 

 

 

Total operating income for reportable segments

 

$

1,262

 

$

1,098

 

$

3,595

 

$

3,137

 

Interest Expense and Other

 

(64

)

(61

)

(152

)

(130

)

Total operating income

 

1,198

 

1,037

 

$

3,443

 

$

3,007

 

Net realized investment gains

 

 

6

 

95

 

12

 

Total consolidated net income

 

$

1,198

 

$

1,043

 

$

3,538

 

$

3,019

 

 

13



 

 

(in millions)

 

September 30,
2007

 

December 31,
2006

 

Asset reconciliation:

 

 

 

 

 

Business Insurance

 

$

87,688

 

$

88,171

 

Financial, Professional & International Insurance

 

13,884

 

13,265

 

Personal Insurance

 

13,491

 

13,294

 

Total assets for reportable segments

 

115,063

 

114,730

 

Other assets (1)

 

581

 

562

 

Total consolidated assets

 

$

115,644

 

$

115,292

 

 


(1)

 

The primary components of other assets in 2007 were intangible assets and accrued over-funded benefit plan assets. The primary components of other assets in 2006 were accrued over-funded benefit plan assets and deferred taxes.

 

3.                       INVESTMENTS

 

Fixed Maturities

 

The amortized cost and fair value of investments in fixed maturities classified as available-for-sale were as follows:

 

 

 

Amortized

 

Gross Unrealized

 

Fair

 

(at September 30, 2007, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

U.S. Treasury securities and obligations of U.S. Government and government agencies and authorities

 

$

2,247

 

$

25

 

$

11

 

$

2,261

 

Obligations of states, municipalities and political subdivisions

 

37,912

 

486

 

135

 

38,263

 

Debt securities issued by foreign governments

 

1,539

 

4

 

9

 

1,534

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities

 

7,314

 

47

 

129

 

7,232

 

All other corporate bonds

 

14,944

 

140

 

272

 

14,812

 

Redeemable preferred stock

 

92

 

11

 

2

 

101

 

Total

 

$

64,048

 

$

713

 

$

558

 

$

64,203

 

 

 

 

Amortized

 

Gross Unrealized

 

Fair

 

(at December 31, 2006, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

U.S. Treasury securities and obligations of U.S. Government and government agencies and authorities

 

$

2,736

 

$

13

 

$

31

 

$

2,718

 

Obligations of states, municipalities and political subdivisions

 

35,326

 

661

 

80

 

35,907

 

Debt securities issued by foreign governments

 

1,550

 

12

 

10

 

1,552

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities

 

7,665

 

52

 

128

 

7,589

 

All other corporate bonds

 

14,866

 

165

 

247

 

14,784

 

Redeemable preferred stock

 

101

 

16

 

1

 

116

 

Total

 

$

62,244

 

$

919

 

$

497

 

$

62,666

 

 

Equity Securities

 

The cost and fair value of investments in equity securities were as follows:

 

 

 

 

 

Gross Unrealized

 

Fair

 

(at September 30, 2007, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

Common stock

 

$

111

 

$

29

 

$

 

$

140

 

Non-redeemable preferred stock

 

307

 

11

 

12

 

306

 

Total

 

$

418

 

$

40

 

$

12

 

$

446

 

 

14



 

 

 

 

 

Gross Unrealized

 

Fair

 

(at December 31, 2006, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

Common stock

 

$

88

 

$

27

 

$

 

$

115

 

Non-redeemable preferred stock

 

348

 

15

 

5

 

358

 

Total

 

$

436

 

$

42

 

$

5

 

$

473

 

 

Other Investments

 

Venture Capital

 

The cost and fair value of investments in venture capital were as follows:

 

 

 

 

 

Gross Unrealized

 

Fair

 

(at September 30, 2007, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

Venture capital

 

$

78

 

$

15

 

$

 

$

93

 

 

 

 

 

 

Gross Unrealized

 

Fair

 

(at December 31, 2006, in millions)

 

Cost

 

Gains

 

Losses

 

Value

 

Venture capital

 

$

392

 

$

109

 

$

1

 

$

500

 

 

In May 2007, the Company completed the bundled sale of a substantial portion of its venture capital portfolio for total net proceeds of $397 million, which are included on the consolidated statement of cash flow in “proceeds from sales of other investments.”  The sale resulted in the realization of $81 million of previously unrealized pretax net investment gains that had been recorded as a component of accumulated other changes in equity from nonowner sources.

 

Variable Interest Entities (VIEs)

 

The following entities are consolidated:

 

                  Municipal Trusts — The Company owns interests in various municipal trusts that were formed to allow the Company to generate investment income in a manner consistent with its investment objectives and tax position. As of September 30, 2007 and December 31, 2006, there were 32 and 35 such trusts, respectively, which held a combined total of $366 million and $391 million, respectively, in municipal securities, of which $45 million and $76 million, respectively, were owned by outside investors. The net carrying value of the trusts owned by the Company at September 30, 2007 and December 31, 2006 was $321 million and $315 million, respectively.

 

The Company has significant interests in the following VIEs, which are not consolidated because the Company is not considered to be the primary beneficiary:

 

                  The Company has a significant variable interest in two real estate entities. These investments have total assets of approximately $294 million and $305 million as of September 30, 2007 and December 31, 2006, respectively. The carrying value of the Company’s share of these investments was approximately $28 million at September 30, 2007 and $33 million at December 31, 2006. The Company has an unfunded commitment of $10 million associated with one of these funds. The Company’s exposure to loss is limited to the investment carrying amounts reported in the consolidated balance sheet and the unfunded commitment amount. The purpose of the Company’s involvement in these entities is to generate investment returns.

 

15



 

                  The Company has a significant variable interest in Camperdown UK Limited, which the Company sold in December 2003. The Company’s variable interest resulted from an agreement to indemnify the purchaser in the event a specified reserve deficiency develops, a reserve-related foreign exchange impact occurs, or a foreign tax adjustment is imposed on a pre-sale reporting period. The maximum amount of this indemnification obligation is $193 million. The fair value of this obligation as of September 30, 2007 and December 31, 2006 was $69 million and $65 million, respectively. See “Guarantees” section of note 11.

 

The Company has other significant interests in variable interest entities that are not material.

 

Unrealized Investment Losses

 

The following tables summarize, for all investment securities in an unrealized loss position at September 30, 2007 and December 31, 2006, the aggregate fair value and gross unrealized losses by length of time those investments have been continuously in an unrealized loss position.

 

 

 

Less than 12 months

 

12 months or
longer

 

Total

 

(at September 30, 2007, in millions)

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fixed maturities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government and government agencies and authorities

 

$

7

 

$

 

$

877

 

$

11

 

$

884

 

$

11

 

Obligations of states, municipalities and political subdivisions

 

10,135

 

86

 

3,654

 

49

 

13,789

 

135

 

Debt securities issued by foreign governments

 

675

 

3

 

604

 

6

 

1,279

 

9

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities

 

1,326

 

15

 

3,731

 

114

 

5,057

 

129

 

All other corporate bonds

 

3,565

 

67

 

6,758

 

205

 

10,323

 

272

 

Redeemable preferred stock

 

23

 

1

 

13

 

1

 

36

 

2

 

Total fixed maturities

 

15,731

 

172

 

15,637

 

386

 

31,368

 

558

 

Equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

Non-redeemable preferred stock

 

129

 

8

 

62

 

4

 

191

 

12

 

Total equity securities

 

129

 

8

 

62

 

4

 

191

 

12

 

Venture capital

 

 

 

 

 

 

 

Total

 

$

15,860

 

$

180

 

$

15,699

 

$

390

 

$

31,559

 

$

570

 

 

16



 

 

 

Less than 12 months

 

12 months or
longer

 

Total

 

(at December 31, 2006, in millions)

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fair
Value

 

Gross
Unrealized
Losses

 

Fixed maturities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government and government agencies and authorities

 

$

1,014

 

$

2

 

$

964

 

$

29

 

$

1,978

 

$

31

 

Obligations of states, municipalities and political subdivisions

 

4,468

 

16

 

4,077

 

64

 

8,545

 

80

 

Debt securities issued by foreign governments

 

861

 

6

 

406

 

4

 

1,267

 

10

 

Mortgage-backed securities, collateralized mortgage obligations and pass-through securities

 

1,245

 

11

 

4,125

 

117

 

5,370

 

128

 

All other corporate bonds

 

3,690

 

36

 

6,325

 

211

 

10,015

 

247

 

Redeemable preferred stock

 

1

 

 

5

 

1

 

6

 

1

 

Total fixed maturities

 

11,279

 

71

 

15,902

 

426

 

27,181

 

497

 

Equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

3

 

 

1

 

 

4

 

 

Non-redeemable preferred stock

 

50

 

1

 

53

 

4

 

103

 

5

 

Total equity securities

 

53

 

1

 

54

 

4

 

107

 

5

 

Venture capital

 

 

 

14

 

1

 

14

 

1

 

Total

 

$

11,332

 

$

72

 

$

15,970

 

$

431

 

$

27,302

 

$

503

 

 

Impairment charges included in net realized investment gains were as follows:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

9

 

$

 

$

17

 

$

 

Equity securities

 

1

 

1

 

4

 

2

 

Venture capital

 

4

 

12

 

11

 

20

 

Other investments (excluding venture capital)

 

 

 

 

4

 

Total

 

$

14

 

$

13

 

$

32

 

$

26

 

 

As discussed in more detail in Note 11, on July 6, 2007, the Company announced that it had entered into a settlement agreement, subject to contingencies, to resolve fully all current and future asbestos-related coverage claims relating to ACandS, Inc.  As a result, the Company placed $449 million into escrow and such amount is included in “short-term securities” on the Company’s consolidated balance sheet and “net purchases of short-term securities” on the Company’s consolidated statement of cash flow.  Upon fulfillment of all contingencies in the settlement agreement, these funds will be released from escrow to the trust created under ACandS, Inc.’s plan of reorganization.

 

17



 

4.                       GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill

 

The following table presents the carrying amount of the Company’s goodwill by segment at September 30, 2007 and December 31, 2006:

 

(in millions)

 

September 30,
2007

 

December 31,
2006

 

Business Insurance

 

$

2,168

 

$

2,168

 

Financial, Professional & International Insurance

 

555

 

551

 

Personal Insurance

 

613

 

613

 

Other

 

30

 

106

 

Total

 

$

3,366

 

$

3,438

 

 

During the nine months ended September 30, 2007, the Company effectively settled IRS tax examinations for all years through December 31, 2004. Previously unrecognized tax benefits of $63 million related to the IRS settlement were recognized through a reduction of goodwill during the second quarter of 2007.

 

Other Intangible Assets

 

The following presents a summary of the Company’s other intangible assets by major asset class at September 30, 2007 and December 31, 2006:

 

(at September 30, 2007, in millions)

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Intangibles subject to amortization

 

 

 

 

 

 

 

Customer-related

 

$

1,036

 

$

628

 

$

408

 

Fair value adjustment on claims and claim adjustment expense reserves and reinsurance recoverables (1)

 

191

 

(33

)

224

 

Total intangible assets subject to amortization

 

1,227

 

595

 

632

 

Intangible assets not subject to amortization (2)

 

216

 

 

216

 

Total other intangible assets

 

$

1,443

 

$

595

 

$

848

 

 

(at December 31, 2006, in millions)

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Intangibles subject to amortization

 

 

 

 

 

 

 

Customer-related

 

$

1,036

 

$

537

 

$

499

 

Fair value adjustment on claims and claim adjustment expense reserves and reinsurance recoverables (1)

 

191

 

(54

)

245

 

Total intangible assets subject to amortization

 

1,227

 

483

 

744

 

Intangible assets not subject to amortization

 

20

 

 

20

 

Total other intangible assets

 

$

1,247

 

$

483

 

$

764

 

 


(1)

The time value of money and the risk margin (cost of capital) components of the intangible asset run off at different rates, and, as such, the amount recognized in income may be a net benefit in some periods and a net expense in other periods.

 

 

(2)

During the first quarter of 2007, the Company acquired certain trademarks, service marks and logos.

 

18



 

The following presents a summary of the Company’s amortization expense for intangible assets by major asset class:

 

(in millions)

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Customer-related

 

$

29

 

$

33

 

$

91

 

$

101

 

Marketing-related

 

 

 

 

3

 

Fair value adjustment on claims and claim adjustment expense reserves and reinsurance recoverables

 

8

 

4

 

21

 

11

 

Total amortization expense

 

$

37

 

$

37

 

$

112

 

$

115

 

 

Intangible asset amortization expense is estimated to be $34 million for the remainder of 2007, $126 million in 2008, $100 million in 2009, $86 million in 2010, $69 million in 2011 and $52 million in 2012.

 

5.             DEBT

 

Redemption of Subordinated Debentures. On January 18, 2007, the Company redeemed $81 million of 8.47% subordinated debentures originally issued in 1997 and due January 10, 2027. The debentures were redeemable by the Company on or after January 10, 2007. In January 1997, USF&G Capital II, a business trust, issued $100 million of capital securities, the proceeds of which, along with $3 million in capital provided by the Company, were used to purchase the subordinated debentures issued by USF&G Corporation and subsequently assumed by the Company after the merger of The St. Paul Companies, Inc. (SPC) and Travelers Property Casualty Corp. (TPC). During the period prior to redemption, the Company had repurchased and retired $22 million of the debentures in open market transactions. Upon the Company’s redemption of the remaining $81 million of subordinated debentures in January 2007, USF&G Capital II in turn used the proceeds to redeem its remaining capital securities outstanding. USF&G Capital II was then liquidated, and the Company received a $3 million distribution of capital. The Company recorded a $3 million pretax gain on the redemption of the subordinated debentures, representing the remaining unamortized fair value adjustment recorded at the merger date, less the redemption premium paid.

 

Issuance of Junior Subordinated Debentures. On March 12, 2007, the Company issued $1 billion aggregate principal amount of 6.25% fixed-to-floating rate junior subordinated debentures due March 15, 2067 for net proceeds of $986 million (after original issue discount and the deduction of underwriting expenses and commissions and other expenses). The debentures were issued at a discount, resulting in an effective interest rate of 6.447%. The debentures bear interest at an annual rate of 6.25% from the date of issuance to, but excluding, March 15, 2017, payable semi-annually in arrears on March 15 and September 15. From and including March 15, 2017, the debentures will bear interest at an annual rate equal to three-month LIBOR plus 2.215%, payable quarterly on March 15, June 15, September 15 and December 15 of each year. The Company has the right, on one or more occasions, to defer the payment of interest on the debentures. The Company will not be required to settle deferred interest until it has deferred interest for five consecutive years or, if earlier, made a payment of current interest during a deferral period. The Company may defer interest for up to ten consecutive years without giving rise to an event of default. Deferred interest will accumulate additional interest at an annual rate equal to the annual interest rate then applicable to the debentures.

 

The debentures carry a 60-year final maturity and a scheduled maturity date in year thirty. During the 180-day period ending not more than fifteen and not less than ten business days prior to the scheduled maturity date, the Company is required to use commercially reasonable efforts to sell enough qualifying capital securities or, at its option, common stock, qualifying warrants, mandatorily convertible preferred stock, debt exchangeable for common equity or debt exchangeable for preferred equity to permit repayment of the debentures at the scheduled maturity date. If any debentures remain outstanding after the scheduled maturity date, the unpaid amount will remain outstanding until the Company has raised sufficient proceeds from

 

19



 

the sale of qualifying capital securities, or at its option, common stock, qualifying warrants, mandatorily convertible preferred stock, debt exchangeable for common equity or debt exchangeable for preferred equity to permit the repayment in full of the debentures. If there are remaining debentures at the final maturity date, the Company is required to redeem the debentures using any source of funds. Qualifying capital securities are securities (other than common stock, qualifying warrants, mandatorily convertible preferred stock, debt exchangeable for common equity, and debt exchangeable for preferred equity) which generally are treated by the ratings agencies as having similar equity content to the debentures.

 

The Company can redeem the debentures at its option, in whole or in part, at any time on or after March 15, 2017 at a redemption price of 100% of the principal amount being redeemed plus accrued but unpaid interest. The Company can redeem the debentures at its option prior to March 15, 2017 (a) in whole at any time or in part from time to time or (b) in whole, but not in part, in the event of certain tax or rating agency events relating to the debentures, at a redemption price equal to the greater of 100% of the principal amount being redeemed and the applicable make-whole amount, in each case plus any accrued and unpaid interest.

 

In connection with the offering of the debentures, the Company entered into a “replacement capital covenant” for the benefit of holders of one or more designated series of the Company’s indebtedness (which will initially be the 6.750% Senior Notes due 2036). Under the terms of the replacement capital covenant, if the Company redeems the debentures at any time prior to March 15, 2047, it can only do so with the proceeds of securities that are treated by the rating agencies as having similar equity content to the debentures.

 

Maturity of 5.75% Senior Notes. On March 15, 2007, the Company’s $500 million, 5.75% senior notes matured and were fully paid.

 

Redemption of Convertible Notes. On April 18, 2007, the Company completed the redemption of its outstanding $893 million, 4.50% convertible junior subordinated notes due in 2032 (the notes). The notes were originally issued by Travelers Property Casualty Corp., and the Company assumed certain obligations relating to the notes pursuant to a Second Supplemental Indenture dated April 1, 2004. Each note had a principal amount of $25.00. The redemption price for each note was $25.5625 plus $0.009375 of accrued and unpaid interest. Any note called for redemption could be surrendered for conversion into common stock before the close of business on April 17, 2007. Each note was convertible into 0.4684 shares of common stock of The Travelers Companies, Inc. Holders of $36 million of the notes tendered their certificates in exchange for the issuance of 670,910 of the Company’s common shares. The remaining $857 million of notes were redeemed for cash, along with accrued interest to the date of redemption. The Company recorded a $39 million pretax loss in other revenues in the second quarter of 2007 related to the redemption, consisting of the redemption premium paid and the write-off of remaining unamortized issuance costs.

 

Senior Debt Issuance. On May 29, 2007, the Company issued $250 million aggregate principal amount of 5.375% senior notes due June 15, 2012 (the 2012 senior notes), $450 million aggregate principal amount of 5.750% senior notes due December 15, 2017 (the 2017 senior notes), and $800 million aggregate principal amount of 6.250% senior notes due June 15, 2037 (the 2037 senior notes). The total net proceeds of these three senior note issuances, after original issuance discounts and the deduction of underwriting expenses and commissions and other expenses, were approximately $1.47 billion. Interest on each of the senior note issuances is payable semi-annually on June 15 and December 15, commencing December 15, 2007. Each series of senior notes is redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of (a) 100% of the principal amount of senior notes to be redeemed, or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the senior notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 12.5 basis points for the 2012 senior notes, 15 basis points for the 2017 senior notes and 20 basis points for the 2037 senior notes.

 

20



 

Maturity of 5.01% Senior Notes. On August 16, 2007, the Company’s $442 million, 5.01% senior notes matured and were fully paid.

 

Maturity of Medium-Term Notes. Through the first nine months of 2007, medium-term notes with a cumulative par value of $72 million and interest rates ranging from 6.85% to 7.37% matured and were fully paid, including $42 million that matured in the third quarter.

 

6.             SHARE REPURCHASE PROGRAM

 

On May 2, 2006, the Company’s Board of Directors authorized a program to repurchase up to $2 billion of shares of the Company’s common stock.  In January 2007, the Board of Directors authorized an additional $3 billion to this program, increasing the share repurchase program to a total of up to $5 billion. Under this program, repurchases may be made from time to time in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private transactions or otherwise.  This program does not have a stated expiration date. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including corporate and regulatory requirements, price, catastrophe losses and other market conditions. The following table summarizes repurchase activity under this program during 2007.

 

Quarterly Period Ending

 

Total number of
shares purchased

 

Total cost of shares
repurchased

 

Average price paid
per share

 

Remaining capacity
under share repurchase
program

 

March 31, 2007

 

13,889,773

 

$

725,070,439

 

$

52.20

 

$

3,153,874,729

 

June 30, 2007

 

11,390,800

 

621,499,960

 

54.56

 

2,532,374,769

 

September 30, 2007

 

11,751,435

 

600,233,261

 

51.08

 

1,932,141,508

 

Total

 

37,032,008

 

$

1,946,803,660

 

$

52.57

 

$

1,932,141,508

 

 

 

Since the inception of the program in May 2006 through September 30, 2007, the Company has repurchased a cumulative total of 59.8 million shares for a total cost of $3.07 billion, or $51.29 per share.

 

7.                       CHANGES IN EQUITY FROM NONOWNER SOURCES

 

The Company’s total changes in equity from nonowner sources were as follows:

 

 

 

Three Months Ended 
September 30,

 

Nine Months Ended 
September 30,

 

(in millions, after tax)

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,198

 

$

1,043

 

$

3,538

 

$

3,019

 

Change in net unrealized gain on investment securities

 

485

 

887

 

(231

)

83

 

Other changes

 

30

 

5

 

74

 

52

 

 

 

 

 

 

 

 

 

 

 

Total changes in equity from nonowner sources

 

$

1,713

 

$

1,935

 

$

3,381

 

$

3,154

 

 

21



 

8.                       EARNINGS PER SHARE

 

Basic earnings per share was computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share reflected the effect of potentially dilutive securities.

 

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations:

 

 

 

Three Months Ended 
September 30,

 

Nine Months Ended 
September 30,

 

(in millions, except per share amounts)

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

1,198

 

$

1,043

 

$

3,538

 

$

3,019

 

Preferred stock dividends, net of taxes

 

(1

)

(1

)

(3

)

(4

)

 

 

 

 

 

 

 

 

 

 

Net income available to common shareholders — basic

 

$

1,197

 

$

1,042

 

$

3,535

 

$

3,015

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

 

$

1,197

 

$

1,042

 

$