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Form 8-K PROGRESSIVE CORP/OH/ For: Apr 14

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April 14, 2016 8:42 AM EDT

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K

CURRENT REPORT

 
 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 14, 2016

 
 

THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)

 
Ohio
1-9518
34-0963169
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
6300 Wilson Mills Road, Mayfield Village, Ohio
 
44143
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (440) 461-5000

Not Applicable
(Former name or former address, if changed since last report)

 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




- 1 -


Item 2.02 Results of Operations and Financial Condition.

On April 14, 2016, The Progressive Corporation issued a news release containing financial results for the Company and its consolidated subsidiaries for the month of, and year-to-date period ended, March 2016. A copy of the news release is attached hereto as Exhibit 99.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

- 2 -


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 14, 2016
THE PROGRESSIVE CORPORATION



By: /s/ Jeffrey W. Basch
Name: Jeffrey W. Basch
Title: Vice President and
Chief Accounting Officer

- 3 -


EXHIBIT INDEX



Exhibit No. Under Reg. S-K Item 601
 
Form 8-K Exhibit No.
 

Description
99
 
99
 
News release dated April 14, 2016, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month of, and year-to-date period ended, March 2016.


- 4 -

 
 
NEWS RELEASE
 
 
 
 
The Progressive Corporation
 
 
Company Contact:
6300 Wilson Mills Road
 
 
Julia Hornack
Mayfield Village, Ohio 44143
 
 
(440) 395-2164
 
 
 
 
 
 
 

PROGRESSIVE REPORTS MARCH RESULTS

MAYFIELD VILLAGE, OHIO -- April 14, 2016 -- The Progressive Corporation (NYSE: PGR) today reported the following results for March and the first quarter of 2016:
 
 
 
March
 
 
Quarter
(millions, except per share amounts and ratios; unaudited)
2016
 
2015
 
Change
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
Net premiums written
$
1,859.1

 
$
1,606.3

 
16
 %
$
5,818.4

 
$
5,066.8

 
15
 %
Net premiums earned
$
1,676.2

 
$
1,457.4

 
15
 %
$
5,317.4

 
$
4,666.3

 
14
 %
Net income attributable to Progressive
$
60.8

 
$
120.7

 
(50)
 %
$
258.2

 
$
295.6

 
(13)
 %
Per share
$
0.10

 
$
0.20

 
(49)
 %
$
0.44

 
$
0.50

 
(12)
 %
Total pretax net realized gains (losses) on securities
 
 
 
 
 
 
 
 
 
 
(including net impairment losses)
$
13.4

 
$
9.8

 
37
 %
$
17.4

 
$
33.0

 
(47)
 %
Combined ratio
97.6

 
90.0

 
7.6 pts.

94.6

 
92.7

 
1.9 pts.

Average diluted equivalent shares
585.0

 
590.4

 
(1)
 %
585.5

 
591.0

 
(1)
 %
We acquired a controlling interest in ARX Holding Corp. (ARX), parent company of American Strategic Insurance Corp. and other subsidiaries (ASI), on April 1, 2015. Beginning in April 2015, our companywide results include the results of ARX and its subsidiaries, which are included in the "Property business" throughout the release. Periods prior to April 1, 2015, do not include ARX's results.
(thousands; unaudited)
March
 
March
 
Change
 
2016
 
2015
 
Policies in Force
 
 
 
 
 
Vehicle businesses:
 
 
 
 
 
  Agency – auto
4,865.4
 
4,765.6
 
2 %
  Direct – auto
5,175.4
 
4,679.8
 
11 %
  Total personal auto
10,040.8
 
9,445.4
 
6 %
  Total special lines
4,145.0
 
4,046.9
 
2 %
  Total Personal Lines
14,185.8
 
13,492.3
 
5 %
  Total Commercial Lines
575.1
 
522.6
 
10 %
Property business
1,078.5
 
—
 
NM
 
 
 
 
 
 
NM = Not meaningful; Property business written by Progressive prior to April 2015 was negligible.

Progressive offers insurance to personal and commercial auto drivers throughout the United States. Our Personal Lines business writes insurance for personal autos and recreational vehicles. Our Commercial Lines business writes primary liability, physical damage, and other auto-related insurance for autos and trucks owned and/or operated predominantly by small businesses. Our Property business writes personal and commercial property insurance for homeowners, other property owners, and renters.

See the “Comprehensive Income Statements” and “Supplemental Information” for further month and year-to-date information and
the "Monthly Commentary" at the end of this release for additional discussion.

- 1 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
COMPREHENSIVE INCOME STATEMENT
March 2016
(millions)
(unaudited)

 
Current Month
 
Comments on Monthly Results1
 
 
 
 
Net premiums written
$
1,859.1

 
 
Revenues:
 
 
 
Net premiums earned
$
1,676.2

 
 
Investment income
40.3

 
 
Net realized gains (losses) on securities:
 
 
 
Net impairment losses recognized in earnings
0

 
 
Net realized gains (losses) on securities
13.4

 
 
Total net realized gains (losses) on securities
13.4

 
 
Fees and other revenues
26.7

 
 
Service revenues
9.1

 
 
Total revenues
1,765.7

 
 
 
 
 
 
Expenses:
 
 
 
Losses and loss adjustment expenses
1,278.9

 
 
Policy acquisition costs
138.8

 
 
Other underwriting expenses
245.3

 
 
Investment expenses
1.5

 
 
Service expenses
7.0

 
 
Interest expense
11.4

 
 
Total expenses
1,682.9

 
 
Income before income taxes
82.8

 
 
Provision for income taxes
26.5

 
 
Net income
56.3

 
 
Net income (loss) attributable to noncontrolling interest (NCI), net of tax
(4.5
)
 
 
Net income attributable to Progressive
60.8

 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
Changes in:
 
 
 
Total net unrealized gains (losses) on securities
158.2

 
 
Net unrealized gains (losses) on forecasted transactions
(0.1
)
 
 
Foreign currency translation adjustment
0.5

 
 
Other comprehensive income (loss)
158.6

 
 
Other comprehensive (income) loss attributable to NCI
(0.7
)
 
 
Total comprehensive income (loss) attributable to Progressive
$
218.7

 
 
 
 
 
 
1For a description of our financial reporting and accounting policies, see Note 1 to our 2015 audited consolidated financial statements included in our 2015 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

- 2 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
COMPREHENSIVE INCOME STATEMENTS
March 2016
(millions)
(unaudited)

 
Year-to-Date
 
 
 
2016
 
2015
 
% Change
 
 
 
 
 
 
Net premiums written
$
5,818.4

 
$
5,066.8

 
15
 
 
 
 
 
 
Revenues:
 
 
 
 
 
Net premiums earned
$
5,317.4

 
$
4,666.3

 
14
Investment income
118.8

 
105.1

 
13
Net realized gains (losses) on securities:
 
 
 
 
 
Net impairment losses recognized in earnings
0

 
(7.9
)
 
(100)
Net realized gains (losses) on securities
17.4

 
40.9

 
(57)
Total net realized gains (losses) on securities
17.4

 
33.0

 
(47)
Fees and other revenues
78.9

 
73.7

 
7
Service revenues
25.0

 
17.2

 
45
Total revenues
5,557.5

 
4,895.3

 
14
 
 
 
 
 
 
Expenses:
 
 
 
 
 
Losses and loss adjustment expenses
3,913.4

 
3,368.6

 
16
Policy acquisition costs
440.3

 
379.4

 
16
Other underwriting expenses
755.8

 
650.4

 
16
Investment expenses
4.8

 
5.3

 
(9)
Service expenses
21.6

 
15.9

 
36
Interest expense
34.2

 
32.5

 
5
Total expenses
5,170.1

 
4,452.1

 
16
 
 
 
 
 
 
Income before income taxes
387.4

 
443.2

 
(13)
Provision for income taxes
128.7

 
147.6

 
(13)
Net income
258.7

 
295.6

 
(12)
Net income attributable to noncontrolling interest (NCI), net of tax
0.5

 
0

 
NM
Net income attributable to Progressive
258.2

 
295.6

 
(13)
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
 
 
 
 
 
Changes in:
 
 
 
 
 
Total net unrealized gains (losses) on securities
69.5

 
35.4

 
96
Net unrealized gains (losses) on forecasted transactions
(0.3
)
 
(8.7
)
 
(97)
Foreign currency translation adjustment
0.5

 
(0.5
)
 
(200)
Other comprehensive income (loss)
69.7

 
26.2

 
166
Other comprehensive (income) loss attributable to NCI
(2.1
)
 
0

 
NM
Total comprehensive income attributable to Progressive
$
325.8

 
$
321.8

 
1
 
 
 
 
 
 
 
 
 
 
 
 
NM = Not Meaningful
 
 
 
 
 

- 3 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME AND COMPREHENSIVE INCOME PER SHARE
&
INVESTMENT RESULTS
March 2016
(millions – except per share amounts)
(unaudited)




The following table sets forth the computation of per share results:
 
 
 
 
 
 
 
 
 
Current
 
Year-to-Date
 
 
Month
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income attributable to Progressive
$
60.8

 
$
258.2

 
$
295.6

 
Per share:
 
 
 
 
 
 
Basic
$
0.10

 
$
0.44

 
$
0.50

 
Diluted
$
0.10

 
$
0.44

 
$
0.50

 
 
 
 
 
 
 
 
Comprehensive income attributable to Progressive
$
218.7

 
$
325.8

 
$
321.8

 
Per share:
 
 
 
 
 
 
Diluted
$
0.37

 
$
0.56

 
$
0.54

 
 
 
 
 
 
 
 
Average shares outstanding - Basic
582.5

 
583.2

 
587.6

 
Net effect of dilutive stock-based compensation
2.5

 
2.3

 
3.4

 
Total equivalent shares - Diluted
585.0

 
585.5

 
591.0

 
 
 
 
 
 
 
 



The following table sets forth the investment results for the period:
 
 
 
 
 
 
 
Current
 
Year-to-Date
 
 
 
Month
 
2016
 
2015
 
 
Fully taxable equivalent (FTE) total return:
 
 
 
 
 
 
 
Fixed-income securities
0.7 %
 
1.2 %
 
1.0 %
 
 
Common stocks
7.0 %
 
1.7 %
 
1.7 %
 
 
Total portfolio
1.4 %
 
1.2 %
 
1.1 %
 
 
 
 
 
 
 
 
 
 
Pretax annualized investment income book yield
2.4 %
 
2.4 %
 
2.4 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



- 4 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
March 2016
($ in millions)
(unaudited)



Current Month
 
Vehicles
 
 
 
 
 
 
Commercial
 
 
 
Personal Lines Business
Lines
Property
Companywide
 
Agency
Direct
Total
Business
Business
Total1
Net Premiums Written
$
793.1

$
773.5

$
1,566.6

$
223.7

$
68.8

$
1,859.1

% Growth in NPW
6
%
14
%
10
%
24
%
 NM

16
%
Net Premiums Earned
$
733.9

$
701.2

$
1,435.1

$
173.1

$
68.0

$
1,676.2

% Growth in NPE
5
%
14
%
9
%
19
%
NM

15
%
 
 
 
 
 
 
 
GAAP Ratios
 
 
 
 
 
 
Loss/LAE ratio
75.2

75.5

75.4

70.5

111.3

76.3

Expense ratio
19.9

20.9

20.4

23.7

34.12

21.3

Combined ratio
95.1

96.4

95.8

94.2

145.42

97.6

 
 
 
 
 
 
 
Actuarial Adjustments3
 
 
 
 
 
 
Reserve Decrease/(Increase)
 
 
 
 
 
 
Prior accident years
 
 
 
 
 
$
8.1

Current accident year
 
 
 
 
 
1.0

Calendar year actuarial adjustment
$
2.6

$
2.5

$
5.1

$
0.6

$
3.4

$
9.1

 
 
 
 
 
 
 
Prior Accident Years Development
 
 
 
 
 
 
Favorable/(Unfavorable)
 
 
 
 
 
 
Actuarial adjustment
 
 
 
 
 
$
8.1

All other development
 
 
 
 
 
1.9

Total development
 
 
 
 
 
$
10.0

 
 
 
 
 
 
 
Calendar year loss/LAE ratio
 
 
 
 
 
76.3

Accident year loss/LAE ratio
 
 
 
 
 
76.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NM=Not meaningful; Property business written by Progressive prior to April 2015 was negligible.

1 Includes results for all of our run-off  businesses, including our professional liability group. For the month, our run-off businesses generated a $0.3 million underwriting profit.

2 Included in both the expense ratio and combined ratio is $5.0 million, or 7.4 points, of amortization/depreciation expense associated with the acquisition of a controlling interest in ARX Holding Corp. Excluding this additional expense, the Property business would have reported an expense ratio of 26.7 and a combined ratio of 138.0 for March 2016.

3 Represents adjustments solely based on our actuarial reviews.

- 5 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
March 2016
($ in millions)
(unaudited)




Year-to-Date
 
Vehicles
 
 
 
 
 
 
Commercial
 
 
 
Personal Lines Business
Lines
Property
Companywide
 
Agency
Direct
Total
Business
Business
Total1
Net Premiums Written
$
2,495.6

$
2,490.2

$
4,985.8

$
661.5

$
171.1

$
5,818.4

% Growth in NPW
6
%
14
%
10
%
25
%
NM

15
%
Net Premiums Earned
$
2,347.9

$
2,220.7

$
4,568.6

$
548.8

$
200.0

$
5,317.4

% Growth in NPE
5
%
14
%
9
%
18
%
 NM

14
%
 
 
 
 
 
 
 
GAAP Ratios
 
 
 
 
 
 
Loss/LAE ratio
73.2

75.4

74.3

66.4

77.9

73.6

Expense ratio
19.5

21.0

20.2

22.5

34.32

21.0

Combined ratio
92.7

96.4

94.5

88.9

112.22

94.6

 
 
 
 
 
 
 
Actuarial Adjustments3
 
 
 
 
 
 
Reserve Decrease/(Increase)
 
 
 
 
 
 
Prior accident years
 
 
 
 
 
$
23.8

Current accident year
 
 
 
 
 
1.9

Calendar year actuarial adjustment
$
10.7

$
11.8

$
22.5

$
0.6

$
2.6

$
25.7

 
 
 
 
 
 
 
Prior Accident Years Development
 
 
 
 
 
 
Favorable/(Unfavorable)
 
 
 
 
 
 
Actuarial adjustment
 
 
 
 
 
$
23.8

All other development
 
 
 
 
 
(84.2
)
Total development
 
 
 
 
 
$
(60.4
)
 
 
 
 
 
 
 
Calendar year loss/LAE ratio
 
 
 
 
 
73.6

Accident year loss/LAE ratio
 
 
 
 
 
72.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 

NM=Not meaningful; Property business written by Progressive prior to April 2015 was negligible.

1 Includes results for all of our run-off  businesses, including our professional liability group. On a year-to-date basis, our run-off businesses generated a $0.7 million underwriting loss.

2 Included in both the expense ratio and combined ratio is $15.1 million, or 7.6 points, of amortization/depreciation expense associated with the acquisition of a controlling interest in ARX Holding Corp. Excluding this additional expense, the Property business would have reported a year-to-date expense ratio of 26.7 and combined ratio of 104.6.

3 Represents adjustments solely based on our actuarial reviews.


- 6 -

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
BALANCE SHEET AND OTHER INFORMATION
(millions - except per share amounts)
(unaudited)

 
March
 
2016
CONDENSED GAAP BALANCE SHEET:
 
Investments – Available-for-sale, at fair value:
 
Fixed maturities1 (amortized cost: $13,892.3)
$
13,966.4

Equity securities:
 
Nonredeemable preferred stocks1 (cost: $731.9)
832.2

Common equities (cost: $1,524.0)
2,705.0

Short-term investments (amortized cost: $3,826.9)
3,826.9

Total investments2,3
21,330.5

Net premiums receivable
4,378.9

Deferred acquisition costs
600.0

Goodwill and intangible assets
927.0

Other assets4
3,485.2

Total assets
$
30,721.6

 
 
Unearned premiums
$
7,140.7

Loss and loss adjustment expense reserves4
10,286.7

Other liabilities2
2,565.3

Debt
2,701.6

Total liabilities
22,694.3

Redeemable noncontrolling interest (NCI)
467.4

Shareholders' equity
7,559.9

Total liabilities, NCI, and shareholders' equity
$
30,721.6

 
 
 
 
Common shares outstanding
583.0

Shares repurchased - March
0.052

Average cost per share
$
32.51

Book value per share
$
12.97

Trailing 12-month return on average shareholders' equity
 
Net income attributable to Progressive
16.5
%
Comprehensive income attributable to Progressive
14.1
%
Net unrealized pretax gains (losses) on investments
$
1,355.1

Increase (decrease) from February 2016
$
243.3

Increase (decrease) from December 2015
$
107.3

Debt-to-total capital ratio5
26.3
%
Fixed-income portfolio duration
1.8

Weighted average credit quality
A+

Year-to-date Gainshare factor6
1.30


1 As of March 31, 2016, we held certain hybrid securities and recognized a change in fair value of $0.3 million as a realized gain during the periods we held these securities.
2 At March 31, 2016, we had $47.3 million of net unsettled security transactions, including collateral on open derivative positions.
3 Includes $0.7 billion, net of unsettled security transactions, of investments in a consolidated, non-insurance subsidiary of the holding company.
4 Loss and loss adjustment expense reserves are stated gross of reinsurance recoverables on unpaid losses of $1,508.7 million, which are included in "other assets."
5 Ratio reflects debt as a percent of debt plus shareholders' equity; redeemable noncontrolling interest is not part of this calculation.
6 The Gainshare factor excludes the results of our Property business.

- 7 -




Monthly Commentary
•
During March, we incurred about $82 million, or about 4.9 loss ratio points, of catastrophe losses, compared to about $6 million, or about 0.4 loss ratio points, last year. Wind and hail storms in Texas and Louisiana accounted for nearly all of the catastrophe losses during the month of which $46 million, or 2.9 points, was in our vehicle businesses and $36 million, or 53 points, was in our Property business. Year-to-date total catastrophe losses were $102 million, or 1.9 points, compared to $9 million, or 0.2 points, last year.  Catastrophe losses for the Property business are included in company results beginning April 2015.
 
Events
We are currently scheduled to hold a one-hour conference call to address questions on Friday, May 6, 2016 at 9:00 a.m. eastern time, and plan to post our Shareholders’ Report online and file our Quarterly Report on Form 10-Q with the SEC on Thursday, May 5, 2016. Registration for the teleconference and webcast will be available at http://investors.progressive.com/phoenix.zhtml?c=81824&p=irol-calendar.

We plan to release April results on Wednesday, May 18, 2016, before the market opens.

About Progressive
The Progressive Group of Insurance Companies makes it easy to understand, buy and use auto insurance. Progressive offers choices so consumers can reach us whenever, wherever and however it's most convenient-online at progressive.com, by phone at 1-800-PROGRESSIVE, on a mobile device or in-person with a local agent.

Progressive provides insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes. Home insurance is underwritten by select carriers, including American Strategic Insurance Corp. and subsidiaries (ASI), our majority owned subsidiaries.
 
Progressive is the fourth largest auto insurer in the country; a leading seller of motorcycle and commercial auto insurance; and through ASI, one of the top 20 homeowners carriers. Progressive also offers car insurance online in Australia at
http://www.progressiveonline.com.au.

Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price®, Snapshot® and Service Centers.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE:PGR.



- 8 -



Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Statements in this release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions, and projections generally; inflation and changes in general economic conditions (including changes in interest rates and financial markets); the possible failure of one or more governmental, corporate, or other entities to make scheduled debt payments or satisfy other obligations; the potential or actual downgrading by one or more rating agencies of our securities or governmental, corporate, or other securities we hold; the financial condition of, and other issues relating to the strength of and liquidity available to, issuers of securities held in our investment portfolios and other companies with which we have ongoing business relationships, including reinsurers and other counterparties to certain financial transactions; the accuracy and adequacy of our pricing, loss reserving, and claims methodologies; the competitiveness of our pricing and the effectiveness of our initiatives to attract and retain more customers; initiatives by competitors and the effectiveness of our response; our ability to obtain regulatory approval for the introduction of products to new jurisdictions, for requested rate changes and the timing thereof and for any proposed acquisitions; the effectiveness of our brand strategy and advertising campaigns relative to those of competitors; legislative and regulatory developments at the state and federal levels, including, but not limited to, matters relating to vehicle and homeowners insurance, health care reform and tax law changes; the outcome of disputes relating to intellectual property rights; the outcome of litigation or governmental investigations that may be pending or filed against us; severe weather conditions and other catastrophe events; the effectiveness of our reinsurance programs; changes in driving and residential occupancy patterns; our ability to accurately recognize and appropriately respond in a timely manner to changes in loss frequency and severity trends; technological advances; acts of war and terrorist activities; our ability to maintain the uninterrupted operation of our facilities, systems (including information technology systems), and business functions, and safeguard personal and sensitive information in our possession; our continued access to and functionality of third-party systems that are critical to our business; restrictions on our subsidiaries' ability to pay dividends to The Progressive Corporation; possible impairment of our goodwill or intangible assets if future results do not adequately support either, or both, of these items; court decisions, new theories of insurer liability or interpretations of insurance policy provisions and other trends in litigation; changes in health care and auto and property repair costs; and other matters described from time to time in our releases and publications, and in our periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.




- 9 -


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